CO885-(11-12) — Page 108

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PECORD OFFICE

Peference -

C.O.882/12

-

| PUBLIC RECORD OFFICE. LONDON

[ALLY WITHOUT PERMISSION OF THE [BE REPRODUCED PHOTOGRAPHIC-, | Covica ErgHOTOGRAPH-NOT TO.

ہم

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The local Directors shall hold Meetings in Ipoh monthly or as may be required by either of them or by the General Manager of the Company in Malaya and at these Meetings the attendance may be required of any official of the Company in Malaya. The local Directors shall at all times be entitled to receive any information they require either from the London or Ipoh Offices, and to obtain for and give to the Government all such information as the Government may reasonably require con- cerning the business of the Company. In the event of either of the local Directors being absent from Malaya on leave or otherwise such Director may propose an alternate Director to act as a local Director in his absence, such alternate Director to be subject to the approval of the Government and of the Company.

6. In the event of any of the moneys obtained hereunder being required to meet future Capital Expenditure all orders for plant and equipment for Capital Account exceeding £100 in value shall as from the date hereof be subject before being placed to the following procedure:-

(a) All such requirements shall be submitted to a Meeting of local Directors, and if approved a duplicate list thereof shall be signed by the Chairman of the Meeting, one copy being forwarded to London. Orders shall either be placed in London or in Malaya as the circumstances may require. Such requisitions shall show the estimated total cost delivered and erected in- clusive of freight, insurance, and Consulting Engineers' Fees (if any). (b) A list in duplicate of all items ordered or requisitioned on Capital Account of less than £100 shall be reported at each Meeting and be confirmed by the Chairman if approved, one copy being forwarded to London. (c) The certified copies as aforesaid despatched to London shall be sufficient authority for Mr. Pountney to approve the placing of orders (except where placed locally) as near to the estimated cost as may be found practicable and to release in due course the necessary moneys for the payment thereof.

(d) It is the essence of this clause that every practicable step shall be taken to enable the Company to obtain remunerative business with the utmost rapidity and to add such plant and equipment as may be reasonably required for this purpose or for the security of supply or the more economical operation of the undertaking.

7. In the event of any major extension of the Company's generating station capacity being found necessary during the continuance of this agreement the same shall be supervised by the Consulting Engineers of the Company for the time being in London after such extension has been approved in principle by the local Directors in Malaya and by the Government.

8. In consideration of these presents the Company agree with the Government that under agreement dated 5th March, 1929, for the bulk supply of current by the Company to the Government for retail in Ipoh the provisions thereof whereby the Government is to subscribe for more Ordinary Shares in the event of the demand at Ipoh exceeding 1,500 K.W. shall no longer apply.

9. So long as the Company is unable out of annual profits to meet in full its interest and redemption obligations the Company shall use its utmost endeavours not to increase but if possible to reduce the present London Administration Costs, viz., £18,000 per annum either fixed or variable as set out herein notwithstanding that for the purposes of this agreement out of such sum shall be found the remuneration of the two local Directors in Malaya to be appointed as herein mentioned and all the items of cost referred to herein. The said sum shall be paid out by Mr. Pountney by quarterly instalments in advance to a separate account at the disposal of the Company as the remaining Directors may determine, and out of this separate account shall he paid all such costs as aforesaid other than the fees and expenses payable to a Director or Directors nominated by the Government or by the Treasury (if any), and the reasonable fees and expenses of any Director or Managing Director who may be called upon to visit Malaya which visit shall not exceed one every alternate year unless approved by Mr. Pountney on behalf of the Government or unless required by the Government or the local Directors in Malaya. Of the London Administration Costs the following shall be considered as fixed charges: Auditors' Fees, £1,000; Fees for Debenture Holders' Trustees, £815; Management of 5 per cent. Guaranteed Deben- ture Stock, £625; Transfer Office Fees, £750; and Advertising, £500. The remaining items shall be considered as variable charges, including Directors' Fees and Expenses in England (excluding Government Directors), London Staff Salaries and Wages, Office Rents, Rates, Taxes, Cleaning, Lighting and Heating, Legal Expenses, Stationery

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and Printing, Cables, Telegrams, and Telephones Should any fixed charges be increased with the sanction of Mr. Pountney, he shall release moneys for such additional sumą as he may have approved.

10. In the event of depression in the Tin Industry remaining severe or prolonged thereby hampering the growth of the business of the Company the Government will. if thought fit, support an application by the Company to the holders of the 5

per cent. Guaranteed Debenture Stock for the deferment of the operation of the Sinking Fund until the year commencing 1st August, 1934.

11. This agreement shall be terminated when the Company has for a year been able out of annual profits to meet all its obligations in the way of interest and redemp- tion liabilities on all its issued Debenture Stocks and can show to the reasonable satis- faction of the Government that the Company is in a position to continue to meet such obligations in full. PROVIDED ALWAYS that until the Company have paid off all or part of investments made by the Government in Stock or Shares of or loans to the Company the Government may if they so desire continue to nominate so many Directors to the Board from time to time as shall be proportional to the total number of Directors and to the Stock and Share holding of the Government (including loan moneys) in the total paid up Stock and Share Capital of the Company, and shall be entitled to such information concerning the business and progress of the Company as the Governmen! from time to time may reasonably require.

12. These heads of agreement shall if necessary be embodied hereafter in a formal agreement to be drawn up by the Legal Adviser of the Crown Agents for the Colonies and of the Company respectively in London to carry into effect the terms hereof with such additional clauses for that purpose as such Legal Advisers may deen necessary, but not so as to modify any of the terms hereof without the consent of the parties hereto.

Signed by...

The Secretary to the Government of

the Federated Malay States,

in the presence of

Occupation.... Address.

Signed by..

A Director of and on behalf of the Perak River Hydro-Electric Power Company Limited,

in the presence of

Occupation..

Address..

Enclosure 8 in No. 1.

MEMORANDUM.

(subject to ratification by the

by the Board in London.)

Meeting held at Carcosa on 22nd July, 1930.

Present:-

Chief Secretary to Government,

Acting British Resident. Pahang (Mr. Leonard), Acting Treasurer (Mr. Bradney),

Director, Electrical Department (Mr. Williams), and Sir Arnold Gridley.

The decision of the Government on the proposals contained in the draft agreement enclosed with Sir Arnold Gridley's letter of the 29th June, 1930, is com- municated to him as follows:-

(a) Government is not prepared to take up 250,000 Preferred Ordinary Shares or to convert its present 500,000 8 per cent. Preference Shares into a similar number of Preferred Ordinary Shares.

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