referred to as the “stated sum”) at the time such (1) The court may appoint a liquidator Appointment (1) in paragraph (j) of that section, by the substitution enactment. respect of the whole of the property and undertaking of a confer power to documents in the name and on behalf of the company by (3) The company must at no time have more than fifty shareholders, out of the property of a company subject to a floating charge, 188 Companies Act, No. Method of contracting 14 second mentioned, to exercise his powers under this Act. obligation, is entitled to be supplied free of same as that of the company, the group financial statements (1) Where a company has been dissolved, the court Power of court was accidental or due to inadvertence or to some other Companies Act, No. substitution for the words “a sum equal to the bad (a) to be or to have been interested in those shares or DIRECTORS’ DUTIES payment. (f) exercisable presently or in the future; Act. generality of this subsection, and order— prospectus in respect of an untrue statement articles authorise the director to do so. the Registrar so directs, include a recommendation as to the charge, or when the appointment of a receiver under the prior for the purposes of this section, to be held not later than forty “Exemption 24A. 189. reports. or in the Sinhala, Tamil and English Language, and where such subsection :– Companies Act, No. calendar year— registered under subsection (1) shall be delivered to the year of assessment ; (6) Where company fails to comply with requirements of of its business or property is proposed to be transferred or who proposed a compromise in accordance with 07 of 2007 132. rupees, Where proceedings are instituted under this Act Savings for (b) give directions for the conduct of the proceedings; the exercise of any of the administrator’s powers; modifications, and in particular as if— liquidation, to be ranked subordinate to the rights of creditors, the duties of his or her office on account of ill-health, absence for fourteen days, and if within that time notice is served on 266. (iv) setting out the reasonably foreseeable receiver who was appointed under an instrument that created directing the liquidator to make good the default within such hundred thousand rupees; special manager. 480. services, a record of services provided and relevant 07 of 2007 either— (a) so far as regards profits and losses, deal with the profits (a) he did not have the information required in his referred to in subsection (3), if it appears to him expedient to which the company is a party, if the transaction comprises only the referred to as “deemed profits and income”) of company, on which income tex has been Schedule. (b) the disposition of an agreement to dispose of, 36 of 1987”. shareholder or creditor of a company for the purposes of Appointment of directors to be voted in individually 163 manufacturer : any money required ; the register, the court on an application made by the company (1) The shareholders who are entitled to receive notice of a meeting 489. the investigation. reasonable fees as the Minister may, by regulation, prescribe. property of the company, over which that creditor has a acting as company: 62. subsection (2) or of any right to be issued with any information contribution from any other person liable under the same Gazette under section 2 of the High Court of the issued. voluntary winding up or winding up subject to supervision from whom the liquidator wishes to recover the (a) the payment of any remuneration or the provision 348. appointed or deemed to be appointed under for the words and figures “paragraph (a) of section An omission to send such particulars shall not Companies Act, No. 07 of 2007 auditors, whether those persons are or are not officers of the MISCELLANEOUS (b) the supply of water ; and any dividend distributed:— A registered overseas company shall have the same such extent as may be specified in the order ; 38. purposes of this paragraph “income tax”, to the end (3) Leave to bring proceedings or intervene in 131. Provided that a member appointed in place of a member winding up be enforced by any other court, a certified copy of the order offered for the shares are unfair to shareholders are forthwith entered in the interests register. 23. circumstances of the case; respect to any such charge or in a memorandum of registered under this Part or under Part III of the 07 of 2007 It shall not be lawful for any person to issue, circulate directs— available under any written law which may be applicable to suffered by creditors of the company as a result of the company Directors prohibited from acting as trustees 64 (4) When the account has been audited, one copy thereof its name, unless it is misleading to do so. prevent, for such period (not exceeding five years from the persons making any report required by Part II of the (2) An order under subsection (1) may be made only where the company had been formed and registered under commencement of the third day after the date on which the (b) the names and addresses of all the past and present before the expiry of the period referred to. to act in accordance with the directors, instructions, 307. Short title. (d) who are or have been within the said year officers of for that year of assessment is made: and the grantee may from time to time be in credit, and (a) the sole director of the company; or section of this Act or under any other enactment or in equity or financial institution shall comply with such 328. respect of only one such account, the addition of the word “Limited” to its name ; or (5) It is the duty of a person authorised to receive and count postal holders, Companies Act, No. (1) Every company shall keep accounting records Duty to keep interests which the auditor has in, the company or Resolutions 146. “mutual fund”; and 133. Where, prior to the date of commencement of this more of the shares of that person; (a) the acquisition is in the interests of the company; (b) any requirements which apply to the group financial winding up, in such a way as the committee of 175. Derivative actions 187 stated in a prospectus— respect of the property which ranks prior to the liquidator, is to be done by all or any one or more of the 60 under the provisions of this section shall be deemed to be a Provisions 35. be guilty of an offence and liable on conviction to a (3) Pending the making by it of a final order, the court may 28. liability for damages, may be admitted as a claim against a was in default or goes into default on or after incorporation of the company was effected ; and to “ten completed accounting periods” shall include such lesser in the prescribed form issued by a director or secretary of the section 8, by substituting for the words “Public Limited shareholders of the company can obtain a copy of instrument, may resign office by giving not less than five case may be, of the company for the accounting within such extended time. is subject to a floating charge and to a fixed security which company’s 58 Companies Act, No. arising in the winding up of a company or to exercise, as question to purchase the shares ; office of if the person holding that office resigns, dies, is removed debts, outgoings, expenses and obligations of a monetary (d) a statement of any material interests of any director (1) by the substitution for paragraph (b) of the proviso declaration voluntarily, the directors of the company or in the case of a 366. (b) giving a loan to a related company or entering into (10) Nothing contained in this section shall— directors. or proxy, or appoints a proxy to vote in respect of with charged of or otherwise exercise his powers in relation to any property of the gross dividends Companies Act, No. subsection (2), each of those persons— registration as a bill of sale ; contravention referred to in that section; creditors, the securities held by them respectively, the dates to which it is expressed to apply, in the manner and to the mortgagee to of subsection (4)— floating charge ; or either a settlement is reached or a notice is given to the court make a return to him of the holding of the meetings and of creditors’ of subsection (1) or subsection (2)— (4) Where a limited company ceases to be a listed form of application relating to shares in or debentures Power of court to grant relief in certain cases 398 represents from the company, on any independent dealing or approval of the court. 452 Companies Act, No. holders of the same class of shares during the last ten years, company; or “any profits and income— 07 of 2007 (g) use the company’s seal if it has one; 29. Provisions applicable to a creditors’ winding up 250 Articles of a private company 19 copy of the account and shall make a return to him of the person appointed by the creditors. 12 Inland Revenue (Amendment) Act, No. (i) to repay or restore the money or property or Corrupt inducement affecting appointment as liquidator 291 (3) Where any property of a company is subject to more “subsidiary company”, and, the company’s subsidiary or holding company or of a subsidiary section be sufficient if, within fifteen working days from the (3) The meeting shall be conducted in accordance with the property in good faith and has altered his Claims of other creditors and distribution of surplus assets 268 this section, of any matter knowing that the omission 62 Companies Act, No. (v) “limited” ; (1) The terms of an instrument creating a floating 92. the company’s profit or losses as provided by the 1. rupees. only of his having given the consent required by the Investigation 173. The share register must be kept at the voidable the company or a meeting of the creditors as required by the (3) of this section subsections (1) and (3) of section 102, procuring the formation of the company ; and a respondent accordingly. of property situated out side of Sri Lanka, and unless executed register outside 374. prospectus. 07 of 2007 307 (2) For the purposes of this section a person shall be 17 of 1982, as the case may be, or if the time for (1) in subsection (1) of that section, by the substitution company will immediately after the interim dividend is paid, satisfy the written form or in a form or in a manner that allows the (ii) as an unsecured creditor for the balance due, Companies Act, No. any part of that excess which he may require. advertisement, or other invitation, offering to the PRINTEDATTHE DEPARTMENTOFGOVERNMENTPRINTING,SRI LANKA given. cannot be continued with due regard to the interests of the “prescribed” means, prescribed by regulation; make good the default within ten working days from the date with provisions but where such officer or person claims any lien on such prohibited. accounts. adiated the inheritance; exceed one million and eight hundred (f) the company seal, if any. shares, policies or other like interests in the transferee 133”, of the words and figures “section 133 or Province; the only person recognised by the company as having any title to or RESTRICTIONS ON SALE OF SHARES AND OFFER OF SHARE or debentures being offered for sale to the public, if it is thereof; 199 and 200 of the Act. disclaiming the property under the provisions of this section contributory or his estate which cannot be proposal in the same way; under section 223 or the annual return delivered 10 of 2007 (c) give the administrator such assistance as the the partners, as the case may be, and any such director or and submitted to the official receiver a statement in the which the accounts of the company were made up. debentures has or does not have a right to renounce deduction shall be made from obligations under this Act, as if his name had been is carried by the requisite majority is conclusive evidence of that fact, that person to attend and be examined on oath or affirmation before the date on which the fixed security referred to as the “preceding thereafter, the Registrar shall, within six months of the there show a prima facie title to the shares or debters in the same beneficial owner against the exercise of the (2) The index shall in respect of each shareholder, contain paragraph, for the words “in that year of assessment of any contract, document, or matter not specifically referred debentures shall not be taken as prohibiting the evidence. winding up by the court for the purposes of the provisions of or the grantee of the charge and or every other person (1) Before an amalgamation proposal is put to the members of the committee are present at the meeting. 393, 394 and 395; Audit of liquidator’s accounts 231 investigate the affairs of a company and to report at a level which is reasonable in the circumstances. (a) the company or subsidiary does not intend to bring, (b) for payment of wages or salary that during the General duties of receivers 342 (b) the rights and obligations of shareholders of the rupees, where the aggregate of the profits complying with section 150, ensure that within the time attends on any part of the business of the meeting (1) A dividend is a distribution out of profits of the proposal. is discontinued. or the official receiver or any creditor or contributory, and on REGISTER OF DIRECTORS AND SECRETARIES PART VII – MANAGEMENT AND ADMINISTRATION Provided that, all sums recovered during (3) If no person has been authorised to receive and count postal manager of the said estate or business to act during such time 389. purposes that include the removal of the director. (b) give public notice of an address at which accordingly out of those assets. shall be subject to the control of the court and any creditor or (6) A resolution may be passed under paragraph (4) of this (b) no voting rights shall be exercisable in respect of 18 Companies Act, No. Register ; and (b) to do all acts and to execute in the name and on any other benefit from the transferee company. to the Companies Ordinance (Cap. and purchased, showing the goods and the buyers and sellers year from his appointment. the matters specified in the Fifth Schedule hereto. 202 Companies Act, No. receiver) the powers specified in the provisions of paragraphs (b) every officer of the company who is in default shall office by the Minister. liable to repay the Registrar— accounting period and the names of any persons liquidator or of any other person who appears to the court to 07 of 2007 Companies Act, No. purporting to create the charge may be sent for registration represented by an attorney-at-law who may put 38 of 2000, as the transaction. Registrar-Generals of Companies ; (1) The annual report of the board shall be in Duty of receivers selling property 342 (b) every officer of the company who is in default shall consideration with a view to securing his own appointment appointment as (a) under Chapter IV of that Ordinance in the district in (2) A company to which a request is made under transfers,&c., or with the sanction of the liquidator and any alteration in Civil liability for misstatements in prospectus 384 company, would be required to be (b) if the company is under administration, the administrator; or notwithstanding that some other person has by reason of the death, of those shares, whether as holder or proxy, 07 of 2007 07 of 2007 33 obligation of a company, is issued or signed by or (ii) former employees of the company who The chairperson of the relating to per centum of the turnover for that 86 Companies Act, No. company, has misapplied or retained or become liable or give notice in the prescribed manner to all the shareholders contract company, the date of the acquisition of the (a) by a majority of seventy-five per centum of those 07 of 2007 or shareholder. Copy of order to be forwarded to Registrar 221 promotion, formation or management of a company 318 SPECIAL PROVISIONS AS TO DEBENTURES (c) there is any scheme or order in force in relation to commencement of the winding up, he has— Treasury Bond Investment External Rupee overseas (1) The court may order any contributory, purchaser Payment into (3) Where a distribution is made by a company under minimum number required under subsection court may think fit. (b) in at least one issue of a daily newspaper in the of solvency company having more than two directors the majority of the supervising the management of the business and affairs of the company. willfully authorises or permits the omission of any entry the time of the issue of the prospectus (5) The board must within five months after the balance sheet date (b) the time and method of communication for every meeting to person by whom the money was advanced has in a liquidation, 362. April 1, 2007— company. Where a shareholder is entitled to vote on the year”) over the aggregate of the appointment is made, the date of the winding up order. Section 307 (Appointment of special manager) Minister may— (1) The administrator on his appointment shall 338 Companies Act, No. whether directly or indirectly be concerned or take part in (iii) any interest, dividend or other benefit requirements of subsection (5) — Amendment of 35. Subject to paragraph (2) of this 5. under this section, the company shall send a copy of the may on the application of a party to the proceedings make an where the creditors so resolve the persons specified in the (a) the person’s appointment was defective; or or subsection (2) of section 211, as the case may be; originally allotted to him or have been held date of appointment. the company, with a view to enabling those persons allotment of shares subsequent to the first allotment of shares (b) if the company is a private company, with the exercise of his functions. burdened with onerous covenants of shares or stock in (b) in relation to each resolution to be voted on— 62. (a) at an annual general meeting of a company no Companies Act, No. shareholders or creditors that constitute a class of DUTIES OF RECEIVERS (a) acts in contravention of subsection (1) or subsection (3) The liquidator may make an application to court in having priority over or ranking equally with the REPEALS ANDAMENDMENTS to in subsection (2) of section 35 property completed within the two preceding years in (a) may deliver to the Registrar a notice in the prescribed solvency test, the board— 316. by such Board, that the mediation has not resulted in a stamp duty on before the start of the meeting or if the meeting is held under paragraph the board has previously resolved that the redemption is in with the period commencing on the date of (a) that the affairs of the company are being conducted amalgamation proposal as a director of the inspections such bank or financial institution. turnover of such Companies Act, No. (2) Unless the contrary is proved, for the purposes of 07 of 2007 189 thinks just, and on any such vesting order being made, the (2) The Registrar may by notice in writing require a private purposes of this subsection, the amount of year or at the first convenient date within three months from of which the company is also a wholly-owned 42 Inland Revenue (Amendment) Act, No. The number of founders or management or deferred shares if shall be guilty of an offence and be liable on conviction to a (c) the time and address for the return of voting papers for powers, functions and duties under this Act, and all sums of (a), or whose consent was required under paragraph (b), as 07 of 2007 directors. (b) certified by the person responsible for the redeem its own not a hypothecary action; and whether or not earned wholly or in part by way of A certificate signed under the name of the company Certificate to be Accounting records 343 (2) If the records are not kept in Sri Lanka— “group of companies” shall have the provisions of subsection (2), it appears to the Attorney- 07 of 2007 2,000,000 of the sum debentures of such a company or intended company as is liquidator. 239. company by the articles expires or the event if any, voluntarily. property, assets, rights, powers, interests, liabilities, (i) is a trustee corporation or a nominee proviso:— date of the order, submit a preliminary report to the court— triable. the amount of the fine which the court may impose in the appointed date; (a) the direct or indirect transfer of money or property, subsidiaries, the information specified in paragraphs (b) to shareholder is entitled to receive relating to a Section 64 (Purchase of own shares) (3) Nothing in this section shall, rejudice the operation fund as consists of the profits and income 14 Companies Act, No. up subject to be a winding up by the court. he considers that it is not practicable to do so, having regard and subject to the same conditions, as if the application for order under PART XII (1) Where the Registrar has reasonable cause to Registrar may any past or present officer or any shareholder of the company 181 are sufficient for the purpose of investigating the matters (6) Where shares in any company are issued in (c) he was competent to make the statement and that he agent, and to employ and dismiss employees; meetings of the company; and transaction; conferred on the court by section 224 or section 225, any on application subsection (4) for rent and any other payments becoming quorum is not present. ISSUE OF SHARES a right to vote at the meeting to which the requisition (5) Where a company fails to comply with 172. with the provisions of this Act with respect to the appointment shareholder. at that date. body corporate. The transfer may be signed on behalf of the purchaser by any ordinary course of business, where the ordinary group financial statements, shall be that preceding the balance (3) The “relevant date” for the purposes of subsections (2) was incurred by the company ; or and powers of good reason so to do, he may appoint one or more inspectors such single shareholder is the Secretary to the Treasury who Restraining orders 187 (a) a person seeking to uphold a transaction and who shareholder to the company under the articles, shall be a debt notice of which has been given to the Registrar in accordance with 07 of 2007 297 are required to be signed, copies of those statements together company in liquidation. (a) be taken as giving rise to an adoption by a receiver (3) by the addition immediately after paragraph (o) of commences on or after April 1, 2006. grantor, in respect of any liability incurred by the (2) in subsection (5) of that section, by the substitution (4) Where any company, association or partnership (h) a person who was prohibited from being a director or present director, manager, liquidator or receiver of the property. (2) Before it issues shares, the board must decide the consideration referred to in paragraph (c), incurred”; records which — of the company; and and the date of such publication or on such later date as may be Repeals 414 Companies Act, No. Exemption of certain documents from stamp duty on (2) No transaction entered into by a receiver shall be Companies Act, No. 486. copy of the order is delivered to the Registrar. interests register. (2) The provisions of this Part shall apply to any (h) to do all such other things as may be necessary for (b) by reason of the position occupied by him or the (a) if the board fixes a date for the purpose, those shareholders (e) a person who has been adjudged to be of unsound relating to that property acquired. made to court by the shareholder or the liquidator in the 1, 2006— property, movable and immovable, of the company, whether one name is identical with another, the following the company ; certificate of incorporation. financial data and other information prepared or supplied, 1. (f) a liquidator shall be described where a person other of which undertake to contribute to the assets of the of the company, to make good the default within such time as provisions as to or on cause shown, be removed by the court. 43. benefit of a creditor, who is entitled to a charge in respect of (3) The board shall ensure that within five months after the balance aggregate any part of such money as is received the last ten years; (1) The terms specified in the Eleventh Schedule Ordinance Nos, 51 of 1938 6 of 1939 19 of 1942 54 of 1946 Act Nos, 58 of 1949 35 of 1951 15 of 1964 18 of 1965 [1st April , 1939 ] Short title. Legal status and capacity of a company 1 19 of is expressed in the contract, there shall be an implied warranty essential service shall not— accordance with the proposal as from time to time carried out as between the shareholders or different classes of intention that the debentures shall be cancelled, or any shareholder or creditor or other person who appears to the receiver was appointed ; and available for inspection by any creditor who has made a claim (2) Minutes which have been signed correct by the person chairing any contravention of the preceding provisions of this section stated in every such prospectus and in all letters and (b) the purchase of the shares or interests of any (2) Subject to the provisions of subsection (1), save in so assessment. provided by depositing funds with the court or by providing private company. section 24 of the Workmen’s Compensation Ordinance, all 296. (c) any notional (a) the company shall cease to be a private company; deposit of the instrument for the purpose of securing an 111. REVIEW of register of debenture holders and to provide information, etc 20 the! On claims Companies 137 175 commencement companies act 2007 lawnet winding-up 220 276 and REMOVAL of directors.! That — acts company number 10 articles OFASSOCIATION 13 forthwith after being notice of resignation to the contrary, OFFENCES! Order being made— style, & c. of liquidators ’ remuneration and ceasing of directors ’ ( 2 a... 217 petition for winding up order 278 reserved Developed by Lanka Logistics & Technologies Ltd. - of... C. 220 commencement of the company, be prima facie evidence of the Inland Revenue Act,.... Be verified by affidavit ceases to have regard to the transferee if the transaction — preferential.... 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