---

For the descendents of Richard Dearie and his son John Russell

---

MALAYAN COLLIERIES LIMITED

REPORTS & BALANCE SHEETS

AND

PROCEEDINGS AT ANNUAL MEETINGS

1926- 1935

MALAYAN COLLIERIES LIMITED.

(Incorporated in Federated Malay States)

CONTENTS

1. Explanatory Notes

2. Memorandum and Articles of Association.

3. Reports and Balance Sheets Nos. 22 to 13 for the years 1935 to 1926.

4. Proceedings of Annual General Meetings Nos. 22 to 13 for the years 1935 to 1926.

5. Tabulated Statement of Assets and Liabilities, etc. 1926—1935.

6. Graph—Financial Trend -1926-1935.

The first page lists the contents. It is not an accurate list. Between the the tabulated statement of assets and liabilities and the graph is a 14 page guide: "Malayan Collieries, Ltd. (Incorporated in F. M. S.) A BRIEF DESCRIPTION OF THE PLANT AND ACTIVITIES AT BATU ARANG AS A GUIDE TO VISITORS." This section can be read here.

Links to the Reports and Balance Sheets & Proceedings of Annual General Meetings Nos. 13 to 22 for the years 1935 to 1926 can be read here.

MALAYAN COLLIERIES LIMITED. (Incorporated in Federated Malay States) EXPLANATORY NOTES.

Attached is a copy of the Memorandum and Articles of Association of Malayan Collieries Ltd. and copies of the Directors' Reports and Accounts, together with copies of the Proceedings of the Annual Meetings, for each of the ten years 1926 to 1935.

The Company was formed in 1913 with an issued Capital of $1,500,000, of which $500,000/- was working capital. In 1921, 160,000 shares were issued to finance the acquisition of a branch colliery in South East Borneo, the total Issued Capital after sundry adjustments being $3,186,670.

The Capital upon which dividends are payable is $2,575,050 and this is described as Circulating Capital, as distinct from the total Issued Capital of $3,186,670 which includes $611,620 in respect of 61,162 shares which were surrendered to the Company in 1924 as the outcome of litigation arising from the acquisition of the branch colliery in South East Borneo. These surrendered shares are available for re-issue for cash or otherwise.

The Company was formed on the basis of a deposit estimated at between 10 and 20 million tons of coal and an estimated demand of 200,000 tons per annum. In the 22 years of operation some 6,500,000 tons have been sold, the largest sales in one year being 623,000 tons and in one month 56,000 tons. The total amount distributed in Dividends is of the order of $11,000,000/-.

The present reserves of coal are conservatively estimated at 100,000,000 tons and the sales are approximately 40,000 tons per month, after having been as low as 15,000 tons in the depth of the depression when the tin mines of the country were operating at about 25% of possible time. The Company supplies all coal consumed within the Federated Malay States including that throughout the F.M.S. Railway System.

The coal occurs in two main seams of a commercial thickness of 22 and 30 feet respectively. The coal is sub-bituminous in nature and the deposit is of the Tertiary age. The total area of the Company's leases is 8,900 acres of which some 300 acres represent reserves of sand for hydraulic stowage. In addition, the Company has recently concluded negotiations with Government for a concession of approximately 27,000 acres which will ensure timber supplies for all purposes.

The colliery is situated at Batu Arang, Selangor, about 30 miles from Kuala Lumpur, the Federal Capital. In addition to being self contained as regards timber and sand, the Company owns and operates its own power plant, brickworks, water supply and railway sidings serving the various coal producing points and timber and sand areas.

Memorandum AND Articles of Association OF Malayan Collieries, Limited. Registered on the 20th of June, 1913.

Memorandum AND Articles of Association OF Malayan Collieries, Limited. Registered on the 20th of June, 1913. Singapore: Printed by Fraser & Neave, Limited. 1913.

FEDERATED MALAY STATES. STATE OF SELANGOR F.M.S. Certificate of Incorporation OF Malayan Collieries, Limited. (Under Section 215 (e) of the Companies Enactment, 1897.) I, George Arthur Hereford, Registrar of Companies, hereby certify that “Malayan Collieries, Limited,” is this day Registered and Incorporated under the "Companies Enactment 1897" and that this Company is Limited. Given under my hand this 20th day of June, 1913. Seal of Register of (Signed) G. A. HEREFORD, Companies, Federated Malay Registrar of Companies. States.

 

THE COMPANIES ENACTMENT, 1897.

COMPANY LIMITED BY SHARES.

Memorandum of Association

OF

Malayan Collieries, Limited.

1. The name of the Company is " Malayan Collieries, Limited."

2. The   Registered   Office of the Company will be situate at   Kuala Lumpur in the State of Selangor.

3. The objects for which the Company is established are : —

(1) To purchase or acquire certain coal-bearing land in the State of Selangor and with a view thereto to adopt and carry into effect with or without modification the agreements referred to in Article 3 of the Company's Articles of Association.

(2) To purchase, take on lease, or otherwise acquire any mines, mining rights and coal-bearing- and metaliferous land in the Federated Malay States, or elsewhere and any interest therein and to work exercise develop and turn to account the same.

(3) To purchase, take on lease or otherwise acquire and upon any tenure any land, real and personal moveable and immoveable property and any grants concessions and rights of any kind in the Federated Malay States and elsewhere in any part of the world.

[    2    ]

(4) To search for, crush, win, get, quarry, work, smelt, calcine, refine, dress, amalgamate, manipulate and prepare for market coal, coke, fuel, brick-earth, tin, wolfram, iron, ironstone, steel, ores, metals, stone, granite, oils of every kind, precious and other stones, minerals, chemical substances, deposits, products and other substances of all kinds and to manufacture tars, gas, pitch, creosote, asphaltum, ammoniacal liquors and substances, dyes and other products and to carry on other operations with and to mineral substances which may seem conducive to any of the Company's objects and to experiment with, produce, manufacture and make marketable any by-products obtainable from any of the above mentioned substances and to buy sell and deal in all or any of the substances and things above mentioned.

(5) To carry on the trades or businesses of colliery proprietors, coke manufacturers, makers of fuel, gas makers, dye makers, manufacturers of bricks, tiles, pipes, pottery, earthenware and china, chemists, manufacturers of chemicals and manure, distillers, iron masters, steel makers, miners, smelters, iron founders, tin miners, producers and refiners of oils and wax, electricians, suppliers of electricity for any purpose and engineers, in all their respective branches and to carry on any other businesses whether manufacturing or otherwise which may seem to the Company capable of being conveniently carried on in connection with the above or calculated directly or indirectly to enhance the value of or render profitable any of the Company's property or rights.

(6) To purchase, take on lease, hire or otherwise acquire, build, construct, erect, equip, maintain, repair, adapt, pull down, demolish, reconstruct, make and manufacture any manufactories, buildings, offices, mills, machinery, engines, plant, tools, implements, carts, vehicles, rolling stock, ships, boats, live and dead stock, stores, appliances, effects and other works, things and  property of any   kind.

(7) To carry on the business of planters, cultivators, sellers and dealers of and in rubber, tea, coffee, gutta percha and gums of every description, latex bearing trees, coconuts, tobacco, sugar of cocoa, spices, rice, fruit, pepper, cinchona, silk, cotton, flax, grain, copra, guano and bone and other artificial manure and agricultural and natural products of any kind and to manufacture, dispose of, buy, sell and deal in products of the same.

(8) To cultivate, grow, cure, treat, submit to any process, prepare for market (whether on account of the Company or not) manufacture, buy, sell and deal in rubber, tea, coffee, tobacco, coconuts, sugar, cocoa, spices,  cinchona,  rice,   cereals, cotton, flax, grain,

[    3    ]

coconut fibre, fruit, copra, silk, pepper, guano, and bone or other artificial manure, and agricultural and other products of all sorts and seed and food or other requisites for labourers and others employed by the Company and any goods produce wares merchandise articles and things of any kind whatsoever and generally to carry on the business of planters and growers of and dealers in produce of every kind.

(9) To make, build, construct, equip, provide, maintain, improve, carry on, use and work in any parts of the world, roads, ways, bridges, railways, tramways, telegraph lines, telephones, electric light and power, canals, reservoirs, waterworks, wells, aqueducts, watercourses, furnaces, gasworks, piers, wharves, docks, saw and other mills, hydraulic works, factories, warehouses, wires, lines, accumulators, pipes, and other works and buildings which may be deemed expedient for the purposes of the company and to contribute to the cost of making, building, constructing, providing, carrying on, using, and working the same.

(10) To carry on business as farmers, graziers, cultivators, storekeepers, cattle breeders, stockmen, provision preservers, mechanical engineers, builders and contractors, timber growers, timber merchants, lumbermen, saw-mill proprietors, shipowners, merchants, exporters, and importers, carriers, agents, brokers and bankers or any other business or businesses whatsoever and wheresoever which may in the opinion of the Board of the Company be conveniently carried on in connection therewith, or calculated directly or indirectly to enhance the value of or render profitable any of the Company's properties or rights and to transact any and every description of agency, commission, commercial, manufacturing, mercantile and financial business.

(11) To carry on the business of a general store in all its branches and to buy sell and deal in goods, stores, liquors, provisions, consumable articles, chattels and effects so far as the same may further or be conducive to any of the objects of the Company.

(12) To purchase or otherwise acquire or undertake all or any part of the business, property, goodwill and liabilities of any person or persons, firm, syndicate or company carrying on any business, which this Company is authorised to carry on or enter into or possessed of property suitable for the purpose of or that may be conducive to the interests of this Company.

(13) To sell, let, lease, let on hire, exchange, part with, transfer, deliver, charge, mortgage, hold, use, cultivate, work, manage, improve, carry on, develop, and turn to account or otherwise howsoever,  dispose  of or deal with  the  undertaking,  lands  and

[    4    ]

moveable and   immoveable   estate and   property   and   assets and rights of any kind of the Company or any part or parts thereof.

(14) To promote or form or assist in the promotion or formation of any syndicate or syndicates, company or companies subsidiary to this company or otherwise, in any part of the world, either for the purpose of acquiring, working or otherwise dealing with the undertaking of the Company or all or any of the properties rights options and liabilities of the Company or any properties rights or options in which the Company is or may be interested or for the purpose of establishing any business or undertaking, the establishment of which may seem profitable to the Company or likely to advance its interests or for any other purpose which may seem directly or indirectly calculated to benefit the Company, with power to assist such company or companies by paying or contributing towards the preliminary expenses or providing the whole or part of the capital thereof or by taking, guaranteeing underwriting placing or subscribing for shares (Preferred Ordinary or Deferred) therein or by lending money thereto upon debentures or otherwise and further to pay out of the funds of this Company all expenses of and incidental to the formation, registration, advertising and establishment of this or any other Company and also all other expenses incidental thereto and to the meetings of and the carrying on the business of this or any other Company.

(15) To amalgamate with, enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint adventure, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the Company is authorised to carry on or engage in or any business or transaction capable of being conducted so as directly or indirectly to benefit the Company and to take or otherwise acquire and hold shares in any such Company.

(16) To apply for, invest in and upon, subscribe for, purchase, or otherwise acquire or obtain options over either conditionally or otherwise, land, stocks, shares, investments or securities of all classes and descriptions, and whether or not fully paid up, and the same to hold, sell, exchange or otherwise dispose of, deal with, turn to account, give options over and reacquire from time to time as may seem expedient.

(17) To sell or dispose of all or any part of the undertaking, lands, property, assets and rights of the Company for such consideration as the Company may think fit and in particular for shares or the right to subscribe for shares whether fully or partly paid or for debentures or other obligations of any other   Company.

[    5    ]

(18) To borrow or raise or secure the payment of money and in such manner as may be thought fit and in particular but without limiting the generality of the foregoing power by the issue at or under par, or at a premium, of mortgages, debentures, or debenture stock perpetual or otherwise with or without a trust deed, charged upon all or any of the Company's property assets and undertaking present and future, including uncalled capital and to purchase redeem or pay off any such securities.

(19) To distribute amongst the members in specie by way of dividend, or bonus or upon a return of capital, any shares belonging to, or any property of the company but so that no distribution amounting to a reduction of capital be made except with the sanction (if any) for the time being required by law.

(20) To pay for any lands and real personal moveable and immoveable estate or property acquired or to be acquired by the Company or for any services rendered to, or work done for this Company, or any company or undertaking in which this Company is interested, by any company or by any person or persons whether servants, employees or members of the Company or not or to satisfy any liability of this Company, or of any other company or undertaking in which this Company is interested, either in cash or in shares of this Company, or in shares of any other Company which belong to this Company with or without any right to subscribe for additional shares, or by means of any debentures, debenture stock, or other securities which the Company has power to create or issue or which this company possesses in any other company or companies, or partly in one mode and partly in another or others, provided always that nothing shall be done which shall amount to a reduction of capital of the Company except with the sanction (if any) for the time being required by law.

(21) To apply for, purchase, or otherwise acquire any patents, grants of exclusive privilege, brevets d'invention, licenses, secret processes, or the like, conferring an exclusive or non-exclusive or limited right to use any invention and to use, exercise or develop, experiment with, or grant licenses in respect of, or to sell or otherwise deal with, or turn to account the property and rights so acquired.

(22) To enter into any arrangements with any Governments, chiefs rulers or authorities or Municipal or Local authorities or otherwise, that may seem conducive to the interests of the Company and to obtain from any such Governments, chiefs, rulers and authorities any rights privileges and concessions, which the Company may think it desirable to obtain, and to carry out, exercise and comply

(    6    ]

with any such arrangements rights privileges and concessions, and to oppose the grant to any other person or company of similar or in part similar rights concessions and privileges.

(23) To receive money and securities on deposit and to lend money to any person associations or companies with or without charging interest and on such terms either with or without security as may seem expedient and to guarantee the payment of money and the performance of contracts.

(24) To draw accept endorse execute and negotiate bills of exchange, promissory notes, bills of lading and other negotiable instruments.

(25) To establish agencies and appoint agents or attorneys in any part of the world for carrying on, or developing any of the business of the Company and for doing any matter or thing which the Company is capable of doing.

(26) To procure the Company to be registered or recognised in any part of the world.

(27) To do all or any of the matters and things aforesaid as principals, agents, contractors, trustees or otherwise, and by or through trustees, agents, contractors or otherwise, and either alone, or in conjunction with any other person or Company.

(28) To do all such other things as are or incidental to or connected with any of the above objects or conducive to the attainment thereof or otherwise likely in any respect to be advantageous to the company.

And it is hereby declared that the word "Company" in this clause except where used in reference to this company shall be deemed to include any partnership or other body of persons whether incorporated or unincorporated and further that the objects specified in each paragraph of this clause shall, except where otherwise expressed in any paragraph, be in no wise limited or restricted by reference to, or inference from the terms of any other paragraph or the name of the Company.

4. The liability of the members of the Company is limited.

5. The original capital of the Company is $2,000,000 divided into 200,000 shares of $10 each. The Company shall have power to increase, or reduce the capital to consolidate or sub-divide the shares into shares of larger or smaller amounts and to issue all or any part of the original or any additional capital as fully paid or partly paid shares and with any special or preferential rights or privileges, or subject to any special terms or conditions and either with or without any special designation, and also from time  to  time to alter,  modify,  commute,  abrogate,  or deal with any such

[    7    ]

rights,  privileges,  terms,  conditions or designations in accordance with the regulations for the time being of the Company.

We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the Capital of the Company set opposite our respective names.

Names, Addresses, and Descriptions of Subscribers	Number of Shares taken by each Subscriber.
D. F. Topham, Kuala Lumpur, Merchant ...	One
R. Seymour Petter, Kuala Lumpur, Merchant	One
H. P. Clodd, Kuala Lumpur, Merchant	One
D. H. Hampshire, Kuala Lumpur, Merchant	One
A. K. E. Hampshire, Kuala Lumpur, Merchant	One
A. G. Wilson, Kuala Lumpur, Merchant ...	One
A. G. Watson, Kuala Lumpur, Merchant ...	One

Dated the 17th day of June, 1913.

Witness  to  all  the above  Signatures,

C.   W.   ALAN   CARPENTER,

Kuala Lumpur

 Solicitor.

 

 

THE COMPANIES ENACTMENT, 1897.

COMPANY LIMITED BY SHARES.

Articles of Association

OF

Malayan Collieries, Limited

Interpretation.

1.     In these presents, unless there be something in the subject or context inconsistent therewith : —

“The Company” means   “Malayan Collieries, Limited.”

“The Office” means the Registered Office for the time being of the Company.

“The Register” means the Register of Members to be kept pursuant to section 50 of the Companies Enactment, 1897.

“The Directors” means the Directors for the time being of the Company.

“Month” means Calendar Month.

“In writing” means written or printed or partly written and partly printed.

“The Seal” means the Common Seal of the Company.

“The Enactment” means the Companies Enactment, 1897 and every other Enactment for the time being in force concerning and affecting this company.

“Special Resolution” and “Extraordinary Resolution” have the meanings assigned thereto respectively by the Companies Enactment,   1897.

Words   importing   the    singular    number only,   include    the    plural number   and   vice   versa.

[    9   ]

Words   importing- the masculine gender only,   include   the   feminine gender.

Words   importing   persons   include   corporations.

Table  A.

2. The Regulations contained in Table  A.  in the first Schedule to the Enactment   shall   not   apply   to   the   Company.

Agreements.

3. (a) The Company shall forthwith adopt an agreement dated the13th day of June, 1913 and made between John Archibald Russell of the one part and William Murray Graham as trustee for the Company of the other part and the Directors shall carry the same into effect with full power nevertheless from time to time to agree to any modifications of the terms thereof either before or after the adoption thereof. The basis on which the Company is established is that the Company shall carry the said agreement into effect, subject to such modifications (if any) as aforesaid and accordingly no objection shall be made to the said agreement by this Company or by any member creditor or liquidator thereof upon the ground that the said John Archibald Russell as vendor, promoter or otherwise stands in a fiduciary position towards the Company or that there is in the circumstances no independent Board of the Company, and any Directors of the Company who are interested therein shall be respectively entitled to retain and dispose of for their own use all benefits (if any) accruing to them directly or indirectly under or by virtue of the said agreement or of any other agreement in connection therewith, and the said agreement when executed with or without modification shall not be liable to be set aside on any such grounds as aforesaid or upon any ground in anywise connected therewith and every member of the Company present or future shall be deemed to have full notice of the contents of the said Agreement and to sanction the same and to agree to be bound thereby or by -any such modification thereof as aforesaid and to join the  Company   on   the basis   aforesaid.

(b) The Company shall forthwith adopt an agreement dated the 30th day of May, 1913 and made between William Murray Graham as trustee for the Company of the one part and Mungo Park of the other part and the Directors shall carry the same into effect with full power nevertheless from time to time to agree to any modification of the   terms   thereof  either   before   or   after   the  adoption   thereof.

Shares.

 4.     No   part   of  the   funds of  the    Company   shall    be    employed   in the purchase of shares of the Company or in loans upon the security thereof.

[   10   ]

5. The business of the Company may be commenced as soon after the incorporation of the Company as the Directors shall think fit, and notwithstanding- that part only of the shares may have been allotted.

6. The whole of the unissued shares for the time being shall be under the control of the Directors who may, subject to the rights of any person (if any) entitled to apply for and have allotted to him any shares and to the rights of holders of the shares for the time being issued upon special terms, allot or otherwise dispose of the same to such persons on such terms and conditions at a premium or otherwise and at such times as the Directors may determine with full power to give to any person the call of or option over any shares either at par or at a premium and for such time and for such consideration as the Directors think fit subject always to the stipulations contained in any agreement with reference to the shares to be allotted in pursuance thereof.

7. The Company may make arrangements on the issue of shares for a difference between the holders of such shares in the amounts of calls   to   be   paid   and   the   time   of  payment   of  such   calls.

       8. If by the conditions of allotment of any share the whole or part of the amount thereof shall be payable by instalments, every such instalment shall, when due be paid to the Company by the holder of the share. Every such instalment shall for all the purposes of these articles be deemed to be a call and be subject to all the provisions relating to calls save that   no   notice   shall   be   required   in   respect thereof.

9. The joint holders of a share shall be severally as well as jointly liable for the payment of all instalments and calls due in respect of such share and any one of such persons may give effectual receipts for   dividends   bonuses   or  other moneys payable in respect of such share.

10. The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such   share   on   the   part   of  any   other   person   save   as   herein   provided.

Certificate.

11. The certificates of title to shares shall be issued under the seal of the Company and signed by one Director, and countersigned by   the   Secretary   or   some   other   person    appointed   by   the   Directors.

12. Every member shall be entitled without payment to one certificate for all the shares registered in his name, or on payment of $1 for each additional certificate to several certificates each for one or more of such shares. Every certificate of shares shall specify the number of the share in respect of which it is issued and the amount paid up thereon.

[ 11 ]

13. If any certificate be worn-out or defaced, then upon production thereof to the Directors they may order the same to be cancelled and may issue a new certificate in lieu thereof  on payment of a fee of $1, and if any certificate be lost or destroyed then, upon proof of such destruction to the satisfaction of the Directors, or, in default of proof, on such indemnity as the Directors deem adequate being- given a new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate on payment of a like fee. An entry as to the issue of a new certificate and indemnity (if any) shall be made by the Secretary in the minutes of the Directors' proceedings.

14. The certificate of shares registered in the names of two or more persons shall be delivered to the person first named on the register in respect thereof.

 

Calls.

15. The Directors may, from time to time, make such calls as they think fit upon the members in respect of all moneys unpaid on the shares held by them respectively, and not by the conditions of allotment thereof made payable at fixed times, and each member shall pay the amount of every call so made on him to the persons and at: the times and places appointed by the Directors. A call may be made payable by instalments.

16. A call shall be deemed to have been made at the time when the  resolution   of the   Directors  authorising  such   call   was   passed.

17. At least fourteen days' notice of any call shall be given, specifying the time or times and place of payment, and to whom such call shall   be   paid.

18. If the sum payable in respect of any call or instalment is not paid on or before the day appointed for payment thereof, the holder for the time being of the share, in respect of which the call shall have been made or the instalment shall be due shall pay interest for the same at the rate of $10 per cent, per annum from the day appointed for the payment thereof to the time of the actual payment. But the Directors may, where they think fit, remit altogether or in part any sum becoming-payable for interest under this clause.

19. The Directors may receive from any member willing to advance the same, and upon such terms and conditions as they think fit, all or any part of the moneys unpaid upon the shares held by such member beyond the sums actually called up thereon, and in particular such money may be received upon the terms that interest shall be paid thereon or on so much thereof as for the time being exceeds the amount called  up.

[    12    ] Surrender of Shares.

20. The Directors may cancel the allotment or issue or accept surrenders of shares on any terms not involving an illegal reduction of capital.

 

Forfeiture and Lien.

21. If any member fail to pay any call or any instalment on or before the day appointed for the payment of the same, the Directors may, at any time thereafter, during such time as the call or instalment remains unpaid, serve a notice on such member requiring him to pay the same, together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

22. The notice shall name a day (not being less than fourteen days from the date of the notice) and a place or places on and at which such call or instalment, and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before the time and at the place appointed, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

23. If the requisitions of any such notice as aforesaid are not complied with, any shares in respect of which such notice has been given may, at any time thereafter, before payment of all the calls or instalments  interest and expenses due in respect thereof, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends in respect of the forfeited shares, and not actually paid before the forfeiture.

 

24. When any share shall have been so forfeited, notice of the resolution shall be given to the member in whose name it stood prior to the forfeiture, and an entry of the forfeiture with the date thereof shall forthwith be made in the register.

25. Any share so forfeited shall be deemed to be the property of the Company, and the Directors may cancel, re-allot, or otherwise dispose of the same  in   such  manner  as  they  think  fit.

26. Any member whose shares have been forfeited shall, notwithstanding, be liable to pay and shall forthwith pay to the Company, all calls, instalments, interest and expenses, owing upon or in respect of such shares at the time of the forfeiture together with interest thereon from the time of forfeiture until payment at the rate of $10 per cent, per annum, and the Directors may enforce the payment of such money, or any part thereof if they think fit but shall not be under any obligation   to   do   so.

[    13    ]

27. The Directors may, at any time before any shares so forfeited shall have been sold, re-allotted, or otherwise disposed of, annul the forfeiture   thereof  upon   such   conditions   as   they   think   fit.

28. The Company shall have a first and paramount lien upon all the shares registered in the name of each member (whether solely or jointly with others) for his debts, liabilities and engagements solely or jointly with any other person to or with the Company whether the period for the payment fulfilment or discharge thereof shall have actually arrived or not, and such lien shall extend to all dividends from time to time declared on such shares. Unless otherwise agreed the registration of a transfer of shares shall operate as a waiver of the Company's lien, if any,   on   such   shares.

29. For the purpose of enforcing such lien the Directors may sell the shares subject thereto in such manner as they think fit, but no sale shall be made until such period as aforesaid shall have arrived and until notice in writing of the intention to sell shall have been served upon such member his executors or administrators and default shall have been made by him or them for fourteen days after such notice in the payment fulfilment or discharge of such debts liabilities or   engagements.

30. The nett proceeds of any such sale shall be applied in or towards satisfaction of the debts liabilities or engagements and the residue (if any)   paid   to   such   member   his   executors administrators   or   assigns.

31. In the event of a forfeiture of shares the member shall be bound to deliver and shall forthwith deliver to the Company the certificate   or  certificates   held   by   him   for   the   shares   so  forfeited.

32. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinbefore given, the Directors may cause the purchaser's name to be entered in the register in respect of the shares sold and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money and after his name has been entered in the register in respect of such shares, the sale shall not as against him be impeached by the former holder of the shares or any other person. And the remedy of any other person or persons aggrieved by such sale shall be in damages only against the Company exclusively.

Transfer  and Transmission  of Shares

33. Shares in the Company may be transferred by an instrument of transfer of any share in the usual common form which shall be signed both by the transferor and transferee,  and the transferor shall be deemed

[    14    ]

to   remain   the  holder  of such   share   until   the   name   of  the   transferee   is entered   in   the   register   in   respect   thereof.

34. The Directors may decline to register any transfer of shares without  assigning  any   reason   therefor.

35. Every instrument of transfer shall be left at the office of the Company for registration, accompanied by the certificate of the shares to be transferred, and such other evidence as the Directors may require to prove the title of the transferor or his right to transfer the shares.

36. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may decline to register shall, upon demand, be returned to the person   depositing   the   same.

37. A fee of $1 or such smaller sum as the Directors shall determine, may be charged for such transfer, and shall if required by the Directors, be   paid  before  the   registration  thereof.

38. The transfer books and register of members may be closed during such time as the Directors think fit, not exceeding- in the whole 30 days in each year.

39. The Executors or Administrators of a deceased member not being a joint holder, and the survivors of a deceased member being a joint holder shall be the only persons recognised by the Company as having any title to his shares but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share jointly held by him.

40. Any person becoming entitled to shares in consequence of the death or bankruptcy or insolvency of any member, upon producing such evidence that he sustains the character in respect of which he purposes to act under this clause or of his title, as the Directors think sufficient, may, with the consent of the Directors (which they shall be under no obligation to give,) be registered as a member or may subject to the regulations as to transfer hereinbefore contained, transfer such shares to any other person. This clause is hereinafter referred to as “the transmission   clause.”

Share-Warrants to Bearer.

41. The Company with respect to fully paid up shares or stock may issue warrants (hereinafter called share-warrants) stating that the bearer is entitled to the shares therein specified and may provide by coupons or otherwise for the payment of future dividends on the shares in   such   warrants.

[    15    ]

42. The Directors may determine and, from time to time, vary the conditions upon which share-warrants shall be issued and in particular upon which a new share warrant or coupon will be issued in the place of one worn-out defaced lost or destroyed, upon which a share-warrant may be surrendered and the name of the holder entered in the register in respect of the shares therein specified and upon which the bearer of a share warrant shall be entitled to attend and vote at general meetings. Subject to such conditions and to these presents, the bearer of a share-warrant shall be a member to the full extent. The holder of a share-warrant shall be subject to the conditions for the time being in force whether made before or after the issue of such share-warrant.

Conversion into Stock.

43. The Company in General Meeting may convert any paid-up Shares into   Stock.

44. When any Shares have been converted into Stock, the several holders of such stock may, thenceforth, transfer their respective interests therein, or any part of such interests therein, in the same manner and subject to the same regulations as and subject to which Shares in the Company's capital may be transferred, or as near thereto as circumstances will admit. But the Board may from time to time, if they think fit fix the minimum amount of Stock transferable and direct that fractions of a dollar shall not be dealt with, with power nevertheless at their discretion to waive  such   rules  in  any  particular case.

45. The Stock shall confer on the holders thereof respectively the same privileges and advantages, as regards participation in profits and voting at meetings of the Company and for other purposes, as would have been conferred by shares of equal amount in the capital of the Company, but so that none of such privileges or advantages except the participation in profits of the Company shall be conferred by any such aliquot part of consolidated stock as would not, if existing in shares, have conferred such privileges or advantages. And save as aforesaid, all the provisions herein contained shall so far as circumstances will admit apply to stock as well as to shares. No such conversion shall affect or prejudice any preference or other special privilege. The Company may at any time re-convert any stock into paid-up   shares   of  any   denomination.

Increase Reduction Sub-Division & Consolidation of Capital.

46. The Company may, in General Meeting from time to time increase the capital by the creation and issue of new shares of such amount as may be deemed expedient.

[    16    ]

47. Any new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the General Meeting resolving upon the creation thereof shall direct and if no direction be given as the Directors shall determine; and in particular such shares may be issued with a preferential qualified or postponed right to dividends and in the distribution of assets of the Company and with a special or without any right of voting.

48. The Company in General Meeting may before the issue of any new shares determine that the same or any of them shall be offered in the first instance to all the then members in proportion to the amount of the capital held by them, or make any other provisions as to the issue and allotment of the new shares, but in default of any such determination or so far as the same shall not extend, the new shares may be dealt with as if they formed part of the shares in the original capital and shall be subject to the provisions herein contained with reference to the payment of calls, instalments,   transfer,   and transmission,   forfeiture,   lien,   surrender   or otherwise.

 

49. The Company in General Meeting may, from time to time, by special resolution reduce its capital by paying off capital or cancelling capital which has been lost or is unrepresented by available assets, or reducing the liability on the shares or otherwise as may seem expedient, and capital may be returned upon the footing that the amount may be called up again or otherwise If the capital of the Company be reduced by return of capital duly authorised, such return shall be distributed in the manner hereinafter provided in reference   to    surplus   assets   upon   the   winding   up   of  the   Company.

50. The Company may by special resolution sub-divide or by ordinary resolution consolidate its shares or any of them. The special resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of such shares shall have any preference over the other or others and that the profits applicable to the payment of dividends thereon shall be appropriated   accordingly.

Alteration of Rights.

51. If at any time, the capital by reason of the issue of preference shares or otherwise is divided into different classes of shares, all or any rights and privileges attached to each class may be modified, commuted, affected, abrogated or dealt with by agreement between the Company and any person purporting to contract on behalf of that class, provided such agreement is ratified in writing by the holders of at least three-fourths in nominal value of the issued shares of that class or is confirmed by an extraordinary resolution passed at a General Meeting of the holders of shares of that class. And all provisions herein after   contained   as   to   General   Meetings   shall,   mutatis    mutandis,   apply

[    17    ]

to every such meeting, but so that the quorum thereof shall be members holding or representing by proxy two-thirds of the nominal amount of the issued shares of the class. This clause is not to derogate from any power the company would have had if this clause were omitted.

Borrowing  Powers.

52. The Directors may from time to time raise or borrow for the purpose of the Company such sums of money as they think proper.

53. The Directors may raise or secure the repayment of such moneys in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of debentures or debenture stock of the Company (both present and future) including its uncalled capital for the time being or by making, accepting, endorsing, or executing any promissory notes or bills of exchange.

54. Every debenture or other instrument for securing the payment of money issued by the Company may be so framed that the moneys thereby secured shall be assignable free from any equities between the Company and the person to whom the same may be issued. Any debenture, debenture-stock, bonds or other instruments or securities may be issued at a discount premium or otherwise and with any special privileges as to redemption, surrender, drawing's, allotments of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.

55. The Directors shall cause a proper register to be kept in accordance with section 70 of the Enactment of all mortgages and charges specifically affecting the property of the Company.

General Meetings.

56. The first General Meeting shall be held at such time not being more than six months after the registration of the Memorandum of Association of the Company and at such place as the Directors may determine.

57. Thereafter a General Meeting shall be held once in the year 1914 and once at least in every subsequent year at such time and place as the Directors may appoint.

58. The above-mentioned General Meetings shall be called ordinary general meetings; all other meetings of the Company shall be called Extraordinary   General   Meetings.

59. The Directors may, whenever they think fit and they shall, upon a requisition made in writing by members holding not less than one-tenth of the issued capital of the Company upon which all calls or other sums then due have been paid, convene an Extraordinary General meeting.

[    18    ]

60. Any such requisition shall specify the object of the meeting required and shall be signed by the members making the same and shall be deposited at the office. It may consist of several documents in like form each signed by one or more of the requisitionists. The meeting must be convened for the purposes specified in the requisition, and if convened otherwise than by the Directors, for those purposes only.

61. In case the Directors for fourteen days after such deposit fail to convene an Extraordinary Meeting to be held within twenty-one days after such deposit, the requisitionists may themselves convene a meeting to be held within six   weeks after such deposit.

62. Seven clear days' notice at the least specifying the place, day and hour of meeting, and in case of special business, the general nature of such business, shall be given either by advertisement or by notice sent by post or otherwise served as hereinafter provided. Whenever any meeting is adjourned for 21 days or more, at least five days' notice of the place and hour of meeting of such adjourned meeting shall be given in like manner. Where it is proposed to pass a special resolution, the two meetings may be convened by one and the same notice and it is to be no objection to such notice that it only convenes the second meeting contingently on the resolution being passed by the requisite majority at the first meeting.

63. The accidental omission to give any such notice to any of the members shall   not invalidate   any  resolution   passed   at  any such  meeting.

Proceedings at General Meetings.

64. The business of an ordinary meeting shall be to receive and consider the profit and loss account, the balance sheet, and the ordinary reports of the Directors and Auditors, to elect Directors in the place of those retiring by rotation or otherwise, to elect Auditors, to declare dividends and to transact all other business which under these presents ought to be transacted at an ordinary meeting. All other business transacted at an ordinary meeting and all business transacted at an extraordinary meeting shall be   deemed   special.

65. The quorum for a general meeting shall be five members personally present.

         66. The Chairman of the Directors (if any) and in his absence the Deputy Chairman (if any) shall be entitled to take the chair at every general meeting. If such officers have not been appointed or if neither of them be present at a meeting within 15 minutes after the time appointed for holding such meeting, the Directors present or in default the members present shall

[    19    ]

choose a Director as Chairman and if no Director be present, or if all the Directors present decline to preside, then the members present shall choose one of their number to be Chairman.

            67. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon such requisition as aforesaid, shall be dissolved ; but in any other case it shall stand adjourned to the same day in the next week, at the same time and place unless the same shall be a public holiday, when it shall be adjourned to the day following at the same time and place and if at such adjourned meeting a quorum is not present, those members who are present shall be a quorum, and may transact the business for which the meeting was called.

          68. Every question submitted to a meeting shall (unless unanimously decided) be decided in the first instance by a show of hands and in the case of equality of votes the Chairman shall, both on a show of hands and at the poll, have a casting vote, in addition to the vote or votes to which he may be entitled as a member.

           69. At any general meeting (unless a poll is demanded by at least three members personally present and entitled to vote, or by a member or members holding or representing by proxy or entitled to vote in respect of at least one-tenth of the nominal amount of the capital represented at the meeting) a declaration by the Chairman that a resolution has been carried, or carried by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

         70. If a poll is demanded as aforesaid, it shall be taken in such manner and at such time and place and either immediately or after an interval or adjournment not exceeding seven days, as the Chairman of the meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

          71. The Chairman of a General Meeting may, with the consent of the Meeting adjourn the same from time to time and place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

          72. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

           73. Any poll demanded upon any question of adjournment or as to the election of a Chairman shall be taken at the meeting without adjournment.

[    20    ] Votes of Members.

            74. On a show of hands every member present in person shall have one vote and upon a poll every member present in person or by proxy shall have one vote for every share held by him.

           75. Any person entitled under the transmission clause to transfer any shares may vote at any General Meeting in respect thereof, in the same manner as if he were the registered holder of such shares, provided that forty-eight hours at least before the time of holding the Meeting at which he proposes to vote, he shall satisfy the Directors of his right to transfer such shares, or the Directors shall, previously to such meeting, have admitted his right to vote thereat in respect of such shares. Any member who shall have become bankrupt or insolvent shall not, while his bankruptcy or insolvency continues, be entitled to exercise the rights of a member or attend, vote, or act at any meeting of the Company.

         76. When there are joint registered holders of any share or stock, any one of such persons may vote at any meeting either personally or by proxy in respect of such share or stock as if he were solely entitled thereto but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share or stock shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share or stock stands shall, for the purposes of this clause be deemed joint-holders thereof.

          77.      Votes may be given personally or by proxy. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney, or if such appointor is a corporation, under its common seal or under the hand of its duly authorised attorney and shall be attested by one or more witnesses. No person except a member entitled to vote at the General Meeting for which the proxy is given or some person being a Director officer or member of a corporation which is a member, may be appointed a proxy.

78. The instrument appointing a proxy and the power of attorney (if any) under which it is signed shall be deposited at the registered office of the Company not less than 24 hours before the time for holding the meeting or adjourned meeting as the case may be, at which the person named in such instrument proposes to vote, but no instrument appointing a proxy shall be valid after   the expiration of  12 months from the date of its execution.

79. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death of the principal or revocation of the proxy, unless notice in writing of the death or revocation shall have been received at the registered office of the   Company   before   the   meeting.

[    21    ]

80. A proxy may be appointed generally or for a specified period or for a specified meeting. The instrument of proxy, whether for a specified meeting or otherwise, shall as far as the circumstances will admit, be in the form or to the effect following : —

I of being   a    member    of   Malayan

Collieries,  Limited, hereby  appoint      of or failing

him of or   failing him

of as my proxy to vote for me and on my behalf at the

ordinary (or extraordinary as the case may be)  general  meeting of the Company to be  held  on  the day and at any adjournment thereof.

As witness my hand this day of

Signed by the said in the presence of

81. No member shall be entitled to be present, or to vote on any question either personally or by proxy, or as proxy for another member, at any General Meeting or upon a poll, or be reckoned in a quorum, whilst any call or any other sum shall be due and payable to the Company   in   respect   of   any   of  the   shares   of  such   member.

82. Any resolution passed by the Directors, notice whereof shall be given to the members in the manner in which notices are hereinafter directed to be given and which shall, within one month after it shall have been so passed, be ratified and confirmed in writing- by members entitled at a poll to three-fifths of the votes shall be as valid and effectual as a resolution of a General Meeting. But this clause shall not apply to a resolution for winding- up the Company or to a resolution passed in respect of any matter which, by the Enactment or the regulations of the Company for the time being, ought to be dealt   with   by   a   special   or   an   extraordinary   resolution.

Directors.

83. The number of Directors shall not be less than three nor more  than nine.

84. The first Directors of the Company shall be as follows, and they may act as such notwithstanding- they may be interested in the promotion of the Company and they shall continue in office until the second general meeting of the Company :—Alfred Davidson Allan, Robert Peebles Brash, Foo Choo Choon, Adolph Alois Henggeler, Loke Yew, John   Archibald   Russell,  and   Tan   Chay   Yan.

Any Director shall be entitled to serve notwithstanding- the fact that he  is   interested as   a  Vendor   to the   Company.

85. The Directors shall have power from time to time and at any time to  appoint any  other   persons including a  member  of the  Federated

[    22    ]

Malay States Government to be Directors but so that the total number of Directors shall not at any time exceed the maximum number fixed as above and any member of the Federated Malay States Government if the Directors shall think fit may be appointed a Director upon the terms that he shall not be bound to hold any qualification shares nor be subject to retirement by rotation. Provided that any member of the Federated Malay States Government so appointed may be removed from office at any time by a majority of the other Directors or by the Company   in   general   meeting.

86. A Director may resign upon giving one month's notice in writing to the Company of his intention so to do and such resignation shall take effect upon the expiration of such notice or its earlier acceptance.

87. The remuneration of the Directors other than any Managing Director shall be such sum as the company in general meeting may from time to time determine and such remuneration shall be divided among them in such proportion and manner as the Directors may determine.

88. The qualification of a Director shall be the holding of 100 shares in his own right alone and not jointly with any other person. A Director   may   act   before   acquiring   his   qualification.

89. If any Director being willing shall be called upon to perform any extra or special service or to make any special exertions or to go or reside abroad or to render any special services in negotiating or carrying into effect any contract or arrangement by the Company or otherwise for the purposes of the Company, the Company may remunerate such Director either by a fixed sum or percentage of profits or otherwise as may be determined by the Directors and such remuneration may be either in addition to or in substitution for the remuneration   above   provided.

90. The   Office   of  Director   shall   be   vacated :—

(a) If  a   receiving   order   be   made   against   him   or   he become

bankrupt    or   insolvent   or    suspend    payment      or    compound with his creditors ;

(b) If  he   be   found   lunatic   or   become   of  unsound mind ;

(c) If  he   shall   absent   himself from three consecutive meetings

of   the    Directors    without   special   leave   of  absence   from the   Directors ;

(d) If he cease to hold the qualification shares or do not acquire the same within three months after election or appointment;

(e) If  by   notice  to   the Company  he   resigns  his office.

[    23    ]

91. The continuing Directors may act notwithstanding any vacancy in their body provided always that in case the Directors shall at any time be reduced in number to less then the minimum number it shall be lawful for the remaining Directors or Director to act as such for the purpose of filling up vacancies but not for any other purpose unless thereto authorised by resolution of the Company in General   Meeting.

92. No Director or intended Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the Company with any Company or partnership, of or in which any Director shall be a member or otherwise interested be capable on that account, of being avoided, nor shall any Director so contracting or being such member or so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding that office, or of the fiduciary relation thereby established ; provided always that each Director shall forthwith disclose the nature of his interest in any contract or arrangement in which he is interested and shall not vote in respect of any such contract or arrangement but this provision as to not voting shall not apply to the agreement mentioned in clause 3 of these Articles or to any other agreement in connection therewith or to any matters arising thereout respectively. A general notice that a Director is a member of any specified firm or Company and is to be regarded as interested in any transaction with such firm or Company, shall be sufficient disclosure under this Article and after such general notice it shall not be necessary to give any special notice relating to any particular transaction with such firm or Company as aforesaid.

A Director may hold any other office under the Company in conjunction with the office of Director on such terms as to remuneration and   otherwise   as   the   Directors   may   arrange.

If any Director shall be about to leave or shall have left the Federated Malay States or being in the Federated Malay States shall be unable to attend any meeting or meetings of Directors he may by writing under his hand or under the hand of his agent duly authorised in writing appoint any person who is or shall be approved by a majority of the other Directors of the Company to be his substitute and every such substitute shall during the term of his appointment be entitled to attend and vote at meetings of the Directors and shall have and exercise all the powers duties and authorities of the Director appointing him. Provided always that a Director or his agent duly authorised may at any time revoke the appointment of any substitute appointed by him or his agent duly authorised and appoint another person approved as aforesaid in his place or not as such Director or his agent   duly  authorised   may   think  fit :   and   if   a   Director   shall   die   or

[    24    ]

otherwise cease to hold the office of Director the appointment of his substitute shall thereupon cease and determine. Provided further that no such substitute shall be liable for the share qualification of or as a Director.

95. Any appointment of a substitute for a Director may be made in the following form, or in such other form as the  Directors may deem proper :

I,    the    undersigned,    a   Director    of   Malayan   Collieries,    Limited “hereby appoint of to   “be   my

“substitute,   and   to  act  as   Director   of the   said   Company   in   my   place “during   such   time  or   respective   times    as   I   may   be   absent   from    the “Federated   Malay   States:   but   this appointment   is   to   have effect   only  upon  the   same   being   approved   by   a  majority  of the   other   Directors  of  the   Company."

Dated  this day   of

96. Every person acting as a substitute for a Director shall be an officer of the Company, shall be responsible to the Company for his own acts and defaults, and shall not be deemed to be the agent of or   for  the   Director   appointing  him.

Rotation  of  Directors.

97. At the second general meeting and at the ordinary general meeting in each succeeding year, one-third of the Directors, other than any Director who by the terms of his appointment is not subject to retirement by rotation (being those who have been longest in office) shall retire  from   office.

98. The order in which the Directors appointed by these articles shall retire shall be regulated by the Directors and if the number of Directors shall not be divisible by three the proportion to go out of office each year shall be regulated by the Directors so that as nearly as   may  be   one-third   shall   go   out   of  office  in each   year.

99. A retiring Director shall be eligible for re-election at the meeting at  which  he  retires.

 

100. The Company in general meeting may, from time to time, increase or reduce the number of Directors and may alter their qualification and may also determine in what rotation such increased or reduced number   is   to   go   out  of office.

101. The Company at any general meeting at which any Directors retire in manner aforesaid shall fill up the vacated offices by electing a like number of persons to be Directors, unless at such meeting it is determined to   increase  or reduce the  number.

[    25    ]

102. If at any general meeting at which an election of Directors ought to take place the places of the retiring Directors are not filled up, the retiring Directors or such of them as have not had their places filled up, shall continue in office until the ordinary meeting in the next year and so on from year to year until such places are filled up, unless the number shall be reduced as aforesaid.

103. The Company may by extraordinary resolution remove any Director before the expiration of his period of office and, if thought fit, may by ordinary resolution appoint another person in his stead and the person so appointed shall hold office during such time only as the Director, in whose place he is appointed, would have held the same, if he had not been removed.

104. No person, not being a retiring Director, shall, unless recommended by the Directors for election, be eligible for election to the office of Director at any general meeting, unless he, or some other member intending to propose him, has, at least 4 clear days before the meeting, left at the office of the Company a notice in writing under his hand signifying his candidature for the office or the intention of such member to propose him.

Managing Directors.

105. The Directors may appoint one or more of their body to be Managing Director or Managing Directors of the Company, either for a fixed term or without any limitation as to the period for which he or they is or are to hold such office and, subject to the terms of any agreement with him or them, may from time to time remove or dismiss him or them from office, and appoint another or others in his or their place or places.

106. A Managing Director shall not while he continues to hold that office be subject to retirement by rotation and he shall not be taken into account in determining the rotation of retirement of Directors but (subject to the provisions of any contract between him and the Company) he shall be subject to the same provisions as to resignation and removal as the other Directors of the Company and if he cease to hold the office of Director from any cause he shall ipso facto and immediately cease to be a Managing Director.

107. The remuneration of any Managing Director shall, from time to time be fixed by the Directors and may be by way of salary, or commission, or participation in profits, or by any or all of those modes.

108. The Managing Director or Directors shall have the management of the ordinary business of the Company and may do and execute all such contracts, acts, deeds, matters and things as may be considered by him or them requisite or expedient in connection therewith, but subject to any directions that may from time to time be given by the Directors, provided that no directions shall invalidate any prior act of the Managing Director or Directors which would have been valid if such directions had not been given.

 

[    26    ]

109. The Directors may, from time to time, entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these presents by the Directors as they may think fit, and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restriction as they think expedient, and they may confer such powers either collaterally with, or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf, and from time to time may revoke, withdraw, alter or vary all or any of such powers.

Proceedings of Directors.

110. The Directors may meet together for the despatch of business adjourn and otherwise regulate their meetings and proceedings as they think fit, and may determine the quorum necessary for the transaction of business and, until otherwise determined, two Directors shall be a quorum. A Director may, and the Secretary at the request of any Director shall, at any time, summon a meeting of the Directors. It shall not be necessary to give notice of a meeting of the Directors, to a Director who is not in the Federated Malay States.

111.    Questions arising at any meeting of Directors shall be decided by a majority of votes and in case of an equality of votes the Chairman shall have a second or casting vote.

112. The Directors may elect a Chairman and Deputy Chairman of their meetings and may determine the period for which such officers shall respectively hold office. In the absence of the Chairman (if any) the Deputy Chairman (if any) shall preside. If such officers have not been appointed or if neither be present at the time appointed for a meeting, the Directors present shall choose some one of their number to be Chairman at such meeting.

113. A meeting of Directors at which a quorum is present shall be competent to exercise all or any of the authorities powers and directions by or under regulations of the Company for the time being vested in or exercisable by the Directors generally.

114. Directors may delegate any of their powers to Committees consisting of such member or members of their body as they think fit. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed on it by the Directors.

115. The meetings and proceedings of any such Committee shall be governed by the provisions herein contained for regulating the meetings and proceedings  of the Directors  so far as the same are  applicable  thereto  and

[    27    ]

are   not   superseded   by   the   express   terms    of   the    appointment   of  the Committee or by any such regulations as aforesaid.

116. All acts done by any meeting of the Directors or by a Committee of Directors or by any person acting as a Director shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Directors or persons acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

117. A resolution in writing signed by all the Directors present in the Federated Malay States shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted.

Minutes.

118. The Directors shall cause minutes to be duly entered in books provided for the purpose :—

(a)     of all appointments of officers :

(b) of the names of Directors present at each meeting of the Directors

and of any Committee of Directors :

(c) of all orders made by the Directors or Committees of Directors :

(d) of all resolutions and proceedings of general meetings and of meeting of the Directors and Committees. And any such minutes of any meeting of the Directors or of any Committee or of the Company, if purporting to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matter stated in such minutes.

Powers of Directors.

119. The management of the business and the control of the Company shall be vested in the Directors, who may exercise all such powers and do all such acts and things as may be exercised or done by the Company, and are not hereby or by Enactment expressly directed or required to be exercised or done by this Company in general meeting, but subject nevertheless to such regulations (not being inconsistent with the provisions of the Enactment or with these presents) as may from time to time be made by extraordinary resolution ; provided that no regulation shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

120. Without prejudice to the general powers conferred by or implied in   the   last   preceding   article,   and   to   the   other   powers   and   authorities

[    28    ]

conferred as aforesaid, it is hereby expressly declared that it shall be lawful for the Directors to carry out all or any of the objects set forth in the Memorandum of Association and by way of addition and not of limitation, to do the following things namely :—

(1) To purchase, take on lease, or otherwise acquire any lands, estates, plant, machinery, patents, or other property, rights or privileges which the Company is authorised to acquire, at such price and generally on such terms and conditions as they may think fit.

(2) At their discretion to pay for any property or rights acquired by or services rendered to the company, either wholly or partially in cash, or in shares, bonds, debentures or other securities of the Company and any such shares may be either issued as fully paid up or with such amount credited as paid up thereon as may be agreed upon, and any such bonds, debentures or other securities may be either specially charged upon all or any part of the property and rights of the Company (including its uncalled Capital for the time being) or not so charged.

(3) To secure the fulfilment of any contracts or engagements entered into by the Company by mortgage or charge of all or any of the property and rights of the Company, including its uncalled Capital for the time being or in such other manner as they may think fit.

(4) To appoint, and at their discretion to remove or suspend such managers, secretaries, engineers, solicitors, bankers, officers, clerks, agents and servants for permanent, temporary or special services as they may from time to time think fit and to invest them with such power as they may think expedient and to determine their duties and fix their salaries or emoluments and to require security in such instances and to such amount as they think fit.

(5) From time to time to provide for the management of the affairs of the Company in such manner as they think fit and in particular to appoint any persons to be the attorneys or agents of the Company with such powers including power to sub-delegate and upon such terms as may be thought fit, and the Directors may appoint any Director or any person or firm as agent or agents to the Company.

(6) To attach to any shares to be issued as the consideration or part of the consideration for any contract with or property acquired by the Company such conditions as to transfer thereof as they think fit

 [    29    ]

(7) To appoint any person or persons (whether incorporated or not) to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested or for any other purposes, and to execute and do all such deeds and thing's as may be requisite in relation to any such trust, and to provide for the remuneration of such trustee or trustees.

(8) To execute in the name and on behalf of the Company such mortgages charges and other securities on the Company's property (present and future) including its uncalled Capital as they think fit in favour of any Director or Directors of the Company or any other person who may incur or be about to incur any personal liability whether as principal or surety for the benefit of the Company and any such instrument may contain a power of sale and such other powers convenants and provisions as may be agreed on.

(9) To invest and deal with any of the moneys of the Company not immediately required for the purposes thereof upon such investments and in such manner (subject of the provisions of Article 4 hereof) as they may think fit and from time to time to vary or realise such investments.

 

(10) To buy, sell, or otherwise deal in stocks, shares or securities of any company or corporation, whether British, Colonial or Foreign, having objects altogether or in part similar to those of this Company and to promote form or be interested in any such Company or corporation and to transfer to any such company or corporation any property of this Company and to subsidise   or   assist   any   such   company   or  corporation.

(11) To sell the lands concessions and undertakings of the Company or any part or parts thereof for such consideration as the Directors may think fit and in particular for shares debentures or other securities of any other Company having objects altogether or in part similar to those of this Company.

(12) To promote and form any such companies as the Company is authorised to promote and form and to pay the costs charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of this or any other Company, and to subsidise or assist any person, firm, company   or corporation.

(13) To make and carry into effect such contracts as they may think fit for the purchase or other acquisition of the businesses property and effects of any person or company carrying on any business   similar   or   identical   to   that   of  the   Company or

                                               [    30    ]

which the Company is authorised to carry on or in any other manner conducive to the objects contemplated by the Company or any interest therein.

(14) To apply for and obtain any decrees, concessions, letters patent, grants of exclusive privilege, licenses and other authorities and documents for and with reference to any of the objects of the Company and exercise the rights and powers thereby conferred and otherwise carry the same into effect. To cause the Company to be registered or incorporated in any foreign country or Colony.

(15) To make, draw, accept, endorse and negotiate such promissory notes and bills  of exchange as they may deem necessary or expedient for conducting the business of the Company, and to determine who shall be authorised to sign, accept and endorse the  same.

(16) To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or its officers or otherwise concerning the affairs of the Company and also to compound and allow time for payment or satisfaction of any debts due, and of any claims or demands by or against the Company.

(17) To refer any claims or demands by or against the Company to arbitration and observe and perform the awards.

(18) To make and give receipts, releases and other discharges for money payable to the Company and for the claims and demands of the Company.

(19) To act on behalf of the Company in all matters relating to bankrupts and insolvents.

(20) To give to any Managing Director, officer or other person employed by the Company a commission on the profits of any particular business or transaction or a share in the general profits of the Company and such interest commission or share of profits shall be treated as part of the working- expenses of the Company, and to pay commissions and make allowances to any person introducing- business to the Company or otherwise promoting the interest thereof.

(21) Before recommending any dividend to set aside out of the net profits of the Company such sum as they think proper as   a   reserve    fund    to    meet   contingencies    or    for    equalizing dividends or for special dividends or for   repairing   improving   and   maintaining   any  of the    property   of   the    Company   and   for   such   other    purposes

[    31    ]

as the Directors shall in their absolute discretion think conducive to the interests of the Company and to invest the several sums so set aside upon such investments as they think fit (subject to the provisions of Article 4 hereof) and from time to time to deal with and vary such investments and dispose of all or any part thereof for the benefit of the Company and to divide the reserve fund into such special funds as they think fit with full power to employ the assets constituting the reserve fund in the business of the Company and that without being- bound to keep the same separate from   the   other assets.

The Seal.

121. The Directors shall provide for the safe custody of the Seal and the Seal shall never be used except by the authority of the Directors previously given and in the presence of one Director at the least, who shall sign every instrument to which the Seal is affixed and every such instrument shall be countersigned by the Secretary or some other   person   appointed   by   the   Directors.

Appropriation of Profits.

122. Subject as aforesaid the profits of the Company shall be divisible among the members in proportion to the amount paid up or credited as paid up on the shares held by them respectively.

123. Where money is paid up in advance of calls upon the footing that the same shall carry interest such money shall carry interest accordingly   and   not   confer   a   right  of  participate   in   profits.

124. The Company in general meeting may declare a dividend to be paid to the members according to their rights and interests in the profits.

125. No larger dividend shall be declared than is recommended by the Directors but the Company in general meeting- may declare a smaller  dividend.

126. No dividend shall be payable except out of the profits of the Company and  no   dividend   shall   carry   interest.

127. The declaration of the Directors as to the amount of the nett   profits   of  the   Company   shall   be   conclusive.

128. The Directors may, from time to time, pay to the members according   to   their    respective    rights   in   respect    of   the    profits   of   the

[    32    ]

Company   on   account   of   the    next    forthcoming    dividend,    such   interim dividends as in their judgment, the position of the Company justifies.

129. The Directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities, or engagements in respect of which the lien exists.

130. A transfer of shares shall not pass the right to any dividend declared   thereon   before   the   registration   of  the   transfer.

131.    The Directors may retain the dividends payable upon shares in respect of which any person is, under the transmission clause, entitled to become a member or which any person under that clause is entitled to transfer, until such person shall become a member in respect of such shares   or   shall   duly   transfer   the   same.

132. In case several persons are registered as the joint holders of any shares, any one of such persons may give effectual receipts for dividends and payments on account of dividends in respect of such shares.

133. Notice of declaration of any dividends, whether interim or otherwise, shall be given to the registered member in manner hereinafter provided.

134. Unless otherwise directed any dividend may be paid by cheque warrant or post office order sent through the post to the registered address of the member entitled, or in case of joint holders, to that one whose name stands first on the register in respect of the joint holding, and every cheque so sent shall be made payable to the order of the person to whom it is sent. The Company shall not be responsible for the loss of any cheque, dividend, warrant or post office order, which shall be sent by  post   duly  addressed  to  the  member for  whom it is intended.

135. All dividends unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit   of  the   Company   until   claimed.

Accounts.

136. The Directors shall cause true accounts to be kept of the sums of money received and expended by the Company and the matters in respect of which such receipt and expenditure takes place, and of the   assets,   credits   and   liabilities   of  the Company.

137. The books of account shall be kept at the office or at such other   place   or   places   as  the   Directors   think   fit.

RESOLUTION.

(1) That the following words shall be inserted in Article 120 (21) of the Articles of Association of the Company after the word " dividends " in line 4 " or for special dividends."

(2) That after Article 135 of the Articles of Association of the Company the following Articles be added :—

135. (a) Any General Meeting of the Company declaring a dividend may direct payment thereof wholly or in part by the distribution of specific assets and in particular of paid up shares debentures or debenture stock of the Company or paid up shares debentures or debenture stock of any other Company or in any one or more of such ways and the directors shall give effect to such resolution ; and when any difficulty arises in regard to the distribution they may settle the same as they think expedient and in particular may issue fractional certificates and may fix the value for distribution of such specific assets or any part thereof or may determine that cash payments shall be made to any member upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees upon such trusts for the benefit of the persons entitled to a dividend as may seem expedient to such Directors. When requisite a proper contract shall be filed in accordance with Section 88 of the Companies Enactment 1917 and the Directors may appoint any person to sign such contract on behalf of the persons entitled to the dividend and such appointment shall be effective.

135. (b). Profits of the Company may be capitalised from time to time if and when thought fit, and the following provisions shall have effect with regard to such capitalisations, namely :—

I. The Company in General Meeting may at any time, and from time to time, upon recommendation of the Directors, pass a Resolution to the effect that it is desirable to capitalise any sum of undivided profits of the Company for the time being (including profits carried and standing to any reserve or reserves or other special accounts) and accordingly that the Directors be authorised and Directed to appropriate and apply such sum of profits in paying up in full unissued shares of the Company of a nominal amount thereto and to allot and distribute such shares credited as fully paid up and by way of capitalisation of profits to and amongst the Members of the Company for the time being in proportion to the number of issued shares held by them respectively.

II. Whenever and as often as such a resolution as aforesaid shall have been passed the Directors shall appropriate and apply the sum of undivided profits resolved to  be capitalised  thereby  in  paying up in  full unissued shares of the Company of a nominal amount equal thereto and shall allot and issue such shares credited as fully paid up and by way of capitalisation of profits to and amongst the Members in the proportions aforesaid with full power to the Directors to make such provisions by the issue of fractional certificates or by payment in cash or otherwise as they may think fit for the case of shares becoming distributable in fractions and prior to such allotment the Directors may authorise any person to enter on behalf of all the Members into an agreement with the Company providing for the allotment to them respectively of such shares credited as fully paid up by way of capitalisation of profits as aforesaid, and any agreement made under such authority shall be effective and binding on all the Members.

III. It shall be no objection to any resolution passed under paragraph (1) of this Article that it is passed at the same meeting as that at which the Special Resolution adopting this Article as one of the Company's Articles is confirmed, provided that due notice of the intention to submit such first-mentioned Resolution shall have been given prior to the confirmatory meeting aforesaid.

[    33    ]

138. The Directors shall, from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts books and documents of the Company or any of them shall be open to the inspection of the members, and no member shall have any right of inspecting any account or book or document of the Company except as conferred by Enactment or authorised by the Directors or by a resolution of the Company in General Meeting.

139. At the ordinary General Meeting in every year other than the first or Statutory General Meeting the Directors shall lay before the Company a profit and loss account, and balance sheet containing a summary of the properties and liabilities of the Company made up to a date not more than six months before the meeting, from the time when the last preceding account and balance sheet were made or in the case of the first account or balance sheet from the incorporation of the Company.

140. Every such account and balance sheet shall be accompanied by a report of the Directors who shall state therein the amount which they recommend to be paid out of the profits by way of dividend or bonus to the members and the amount (if any) which they propose to carry to the reserve fund and the statement and balance sheet shall be signed by two Directors at least.

141. A printed copy of such statement and balance sheet shall, at least three days previously to the meeting be served on the registered holders of shares in the manner in which notices are hereinafter directed to be served.

Audit.

142. The accounts of the Company submitted at all ordinary General Meetings of the Company shall be examined, and the correctness of the profit and loss account and balance sheet ascertained by one or more auditor or auditors.

143. The first auditor or auditors shall be appointed and his or their remuneration shall be fixed by the Directors and shall remain in office until the second general meeting of the Company. Subsequent auditors shall be appointed and their remuneration shall be fixed by the Company at their ordinary general meeting in each year. Any auditor quitting office shall be eligible for re-election.

144. If only one auditor is appointed all the provisions herein contained relating to auditors shall apply to him.

[    34    ]

145. The auditors may be members of the Company but no Director or other officer shall be eligible as auditor during his continuance in office.

146. If any casual vacancy occurs in the office of auditor the Directors shall forthwith fill up the same.

147. The auditors shall be supplied with copies of the profit and loss account and balance sheet intended to be laid before the Company in general meeting fourteen days at least before the meeting to which the same are to be submitted, and it shall be their duty to examine the same with the accounts and. vouchers relating thereto, and to report to the Company in general meeting thereon.

148. The auditors shall, at all reasonable times, have access to the books and accounts of the Company and they may in relation thereto examine the Directors or other officers of the Company.

149. Every account of the Directors when audited and approved by a general meeting shall be conclusive, except as to any error discovered therein within three months next after the approval thereof; whenever any such error is discovered within that period the account shall forthwith be corrected and thenceforth shall be conclusive.

Notices.

150. A notice may be served by the Company upon any member whose registered place of address is in the Federated Malay States or the Colony of the Straits Settlements, either personally or by sending it through the post in a prepaid letter addressed to such member at his registered place of address.

151. Each member whose registered place of address is not in the Federated Malay States or the Colony of the Straits Settlements shall, from time to time, notify in writing to the Company some place in the Federated Malay States or the Colony of the Straits Settlements, which shall be deemed his registered place of address within the meaning of the last preceding clause.

152. As regards members who have no registered address in the Federated Malay States or the Colony of the Straits Settlements, a notice posted up in the office shall be deemed to be duly served on them at the expiration of 24 hours after it is so posted up.

153. Any notice required to be given by the Company to the members or of any them and not expressly provided for by these presents shall be sufficiently given, if given by advertisement, and any notice required to be, or which may be given by advertisement shall be advertised once at least in one Perak and one Selangor daily newspaper.

[    35    ]

154. All notices with respect to shares standing in the names of joint holders shall be given, to whichever of such persons is named first in the register ; and notice so given shall be sufficient notice to all the holders of such shares.

155. Any notice sent by post shall be deemed to have been served on the day after the envelope or wrapper containing the same is posted, and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and put into the Post Office or box.

156. Any person who, by operation of law, transfer, or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share, which previously to his name and address being-entered on the register shall be duly given to the person from whom he derives his title to such shares.

157. Any notice or document delivered or sent by post to, or left at theregistered address of any member in pursuance of these presents shall, notwithstanding such member be then deceased and whether or not the Company have notice of his decease be deemed to have been duly served in respect of any registered shares, whether held solely or jointly with other persons by such member until some other persons be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these presents be deemed a sufficient service of such notice or document on his or her executors or administrators and all persons (if any) jointly interested with him or her in any such shares. The signature to any notice to be given by the Company may be written or printed.

158. Where a given number of days' notice, or notice extending over any other period is required to be given, the day of service shall but the day upon which such notice will expire shall not be included in such number of days or other period.

Winding  up.

159. If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as near as may be, the losses shall be borne by the members in proportion to the capital paid up or which ought to have been paid up at the commencement of the winding up on the shares held by them respectively, and if in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up the excess shall be distributed among the members in proportion to the capital at the commencement of the winding-up paid up, or which ought  to  have  been   paid up,   on   the   shares  held   by   them  respectively.

[    36    ]

But  this  clause is  to  be without prejudice   to the rights   of the  holders  of shares issued upon special terms and conditions.

160. (a) If the Company shall be wound up whether voluntarily or otherwise the liquidators may, with the sanction of an extraordinary resolution, divide among- the contributories in specie or kind any part of the assets of the Company and may with the like sanction vest any part of the assets of the Company in trustees upon such trusts for the benefit of the contributories or any of them as the liquidators with the like sanction shall think fit.

(b) If thought expedient, any such division may be otherwise than in accordance with the legal right of the contributories (except where unalterably fixed by the Memorandum of Association) and in particular any class may be given preferential or special rights or may be excluded altogether or in part ; but in case any division otherwise than in accordance with the legal rights of the contributories shall be determined on, any contributory who would be prejudiced thereby shall have a right to dissent and ancillary rights as if such determination were a special resolution passed pursuant to Section 202 of the Enactment.

(c) In case any of the shares to be divided as aforesaid involve a liability to calls or otherwise any person entitled under such division to any of the said shares may, within ten days after the passing of the extraordinary resolution, by notice in writing direct the Liquidator to sell his proportion, and pay him the net proceeds, and the Liquidator shall, if practicable, act accordingly.

Indemnity.

161. Every Director, Agent, Manager, Secretary, Auditor, Solicitor and other officer or servant of the Company shall be indemnified by the Company against and it shall be the duty of the Directors out of the funds of the Company to pay all costs, losses, and expenses which any such officer or servant may incur or be liable to by reason of any contract entered into, or act or deed done by him as such officer or servant or in any way in  the discharge of his duties  including travelling expenses.

162. No Director or other officer of the Company shall be liable for acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the monies of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited,   or   for   any  other  loss,   damage  or  misfortune whatever,  which

[    37    ]

shall happen in the execution of the duties of his respective office or in relation thereto, unless the same happen through his own wilful act neglect or default.

Names, Addresses, and Descriptions of Subscribers.

F.   Topham,   Kuala  Lumpur,   Merchant.

R.   Seymour  Petter,   Kuala  Lumpur,   Merchant.

H.   P.   Clodd,   Kuala  Lumpur,   Merchant.

D.   H.   Hampshire,  Kuala  Lumpur,   Merchant.

A.   K.   E.   Hampshire,   Kuala  Lumpur,   Merchant.

A.   G.   Wilson,   Kuala  Lumpur,   Merchant.

A.  G.  Watson,   Kuala Lumpur,   Merchant.

Dated the  17th day of June,   1913.

Witness to all the above Signatures,

C.  W.  ALAN CARPENTER,

Kuala Lumpur, Solicitor.