central investments & finance limite articles

8/6/2019 Central Investments & Finance Limite articles

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A RT IC LE S O F A SSO CIA TIO N

OF.. .

CENT L INVESTMENTSAND

FINANCE LIMITED(As adopted by a special Resolution passed on O S t h May 2(11)

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PRELIMINARY

1. The model articles contained in the F irst Schedule to the Companies Act No.7 of

2007 shall not app ly to the Company. T he C om p any shall be governed by the

Companies Act No.7 of 2007 and the regu lations contained in these A rticles but

subject to repeal, alteration or addition by Special Resolution.

Model

Articles not to

apply

· 2, In These Presents, i f not inconsistent w ith the subject or context the w ords standing

in the first colum n of the table nex t hereinafter contained shall bear th e me an in g se t

opposite to them respectively in the second column the reo f: -

Interpretation

WORDS MEANINGS

The Company Central Investments and Finance Limited;

The Act T he C omp an ie s Act No.7 of 2007, and term s

which ar e defined in th.e Act, shall have th e

same meaning in these articles;

Thes e P re se nts These Articles of A ssociation as from

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time to time altered by Special

Resolution;

Special Resolution

TIle Board

Has the meanings assigned thereto

respectively by the Act;

The Directors for the time being of the

Company including (where the context

so admits or requires) Alternate

Directors;

"Director" or "Directors" Means a director or the directors (as the

case Inay be) for the time being of theCompany, including where the context

so requires or admits alternate directors,

and the directors assembled at a Board

Meeting:

~. r,.

"Registered Office" Means the registered office for the time

being of the Company;

/Ipresence or present" Wit11 regard to

meeting means

personally or by

duly authorized;

a shareholder at a"to

presence or present

proxy or by attorney

StatuteThe Finance Companies Act No 78 of

1988 and a n y other related Act which

m ay be applicable to the Company

including any rule, regulation or

direction which may be published

thereunder:

Office The Registered Office of the Company: . ~~

Calendar month: ~.~I

Year Calendar Year;r

Working Day a day other than Saturday, Sunday or a

public holiday.

In . these Presents, if not inconsistent with the subject or context, tile words

shall have the same meaning attributed to them in the Act. '.

The expressions 'the Secretary' or 'tile Secretaries' shall include any

individual, firm or company appointed by the Board to perform any of theduties of the Secretary.

Words importing the singular number only shall include tl1e plural and vice

versa, tilewords importing tlle masculine gender shall include the feminine

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gellder, the words importing persons shall include corporations and. ... ..

comparues..

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The headings and marginal notes are inserted for convenience only and shall

not affect the construction of These Presents.

3. The objects of the Company are-Objects

(1) To carry on finance bu siness in conform ity w ith the p ro visio ns o f

the Finance Companies Act, No. 78 of 1988 as amended or

superseded from time to time and in conformity with provisions ofall written laws for the time being in force and all 'regulations,

directions, determinations, rules, orders or requirements made,

g iv en or im p ose d th ere under.

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(2) To carry on finance leasing business in conformity with the

provisions of the Finance Leasing Act, No.56 of 2000, as amended

or superseded from tim e to time a nd in c on fo rm i ty with provisions

of all written laws for the time being in force a nd a ll re gu la ti on s,

directions, determinations, rules, orders or requirements made,

g iv en or imposed there under.

I• I

(3) To provide medium-term and l ong -t erm credit and other forms ofassistance to in du stri al, a gr ic ul tu ra l, commercial and other

enterprises.

(4) To provide credit and advisory services to stimulate development

of the capital markets of Sri Lanka subject 0 applicable statutes.

..

(5) To mobilize internal and ex tern al c ap ita l fo r investment in

industrial, agricultural, com m ercial and other' enterprises: and to

engage in the promotion of the industrial, agricultural, commercial

and other development sectors of the economy of Sri Lanka .

•.

·(6) To grant loans a nd a dv ance sby

w ay of re-finance ofan y

loans oradvances granted by approved credit institutions and other

institutions approved by the Bank to industrial, agricultural and

commercial enterprises, and for that purpose to fix the minimum

and maximum periods of maturity of loans granted by such banks

and i ns ti tu tions .

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(7) To act as trustees for the holders of or otherwise in relation to any

debentures, bonds or debenture stock issued by any company, and

generally to undertake and execute any tru sts the u ndertaking

whereof m ay seem calculated directly or indirectly to benefit the

company ..

(8) To carry on the business of paw n brokering and to undertake,

execute, negotiate and transact all description of business as

produce brokers, share, exchange, property and general brokers,

au ctio ne ers, comm is sio n a nd g en era l agents.

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(9) To carryon an y other bu siness w hich is cu stom arily carried on by

finance companies in Sri Lanka or which is authorized by the

Central 'Bank of Sri Lanka to be carried on by finance companies,

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The objects set forth in an y sub-clause of this clause shall not, except

when the context expressly so requires, be in any way limited or restricted

by reference to or inference from the terms of any other sub-clause, or by

the name of the Company, None of such sub-clauses or the objects therein

specified or the powers thereby conferred shall be deemed merely

subsidiary or auxiliary to the objects mentioned in any other sub clause of

this c lau se , b ut the Company s ha ll h av e full power to exercise all or anyof the powers conferred by any part .of this clause in any part of the world

and notwithstanding that the business, undertaking, property or acts

proposed to be transacted, acquired, dealt with or performed do not fall

within the objects of any other sub-clause of this clause.

SHARES. . . . . .

4~ (1) Subject to articles 4(2) and 4(3), of these articles, the Board may

issue such shares to such persons as it thinks fi t in accordance with

section 51 of the Act. Where the shares confer rights other than

th os e s pe cif ie d in s ub se ction (2) of sec ti on 49 of the Act, or impose

an y obligation o n th e h old er, the Board mus t approve the terms ofissue which set out the rights and obligations attached to the sharesas required by subsection (2) of section 5~of the Act

Issue of shares

(2) Before it issues shares, the Board must decide the consideration for

which the shares will be issued. The consideration must be fair and

reasonable to the Company and to a ll ex is ting shareholders.

. . . .

•

(3) W here the Com pany issues shares w hich rank equally w ith or prior

to existing shares, those shares must unless the Com pany

determines otherw ise' by Special Resolution be offered to the

holders of the existing shares in a manner which would, ifaccepted,

maintain the relative voting and d istrib utio n rig hts of those

shareholders. The offer must remain open fo r a cc ep ta nc e fo r areasonable time. The company may at a time of making said offer

request the holders' of existing shares who desire an allotment of

shares in excess of their respective proportions to state how many of

the excess shares he or she desires shou ld any of the existing

holders of shares expressly decline to accept the whole of their

respective proportions. The shares so declined may be a ll ot ted in

such numbers as t he Di re ctor s decide or may be allotted an d issued

to such other persons as the Directors consider appropriate.

Provided however that an issue of Redeemable Preference Shares

carrying a fixed or variable coupon shall not require an offer to bemade to the holders of existing shares.

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.,.

(4) Subject to Article 4( 1) the Board may issue any shares w ith any

p referen tial rig hts or p riv ileg es or subject to any s pe cia l te rm s or

conditions with or w ith ou t any sp ecial designation an d from t ime to

time to m odify, com m ute, abrogate, or deal w ith any rights,

. privileges, terms conditions or designations for the time being

.....attached : ' t o any class of shares in accordance with the provisions

-.herewith. ;

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(5) N othing in these P resents contained shall p reclude the Board from

re co gn iz in g a nd acting on a renunciation of a llo tm e nt o f a ny sha re by

th e allo ttee th ereo f in fav ou r o f an y o th er p erso n.

(6) T he rig hts attached to shares shall not, u nle ss o th erw ise e xp ressly

provided by the terms of issue of that class, be deemed to be varied

by the creation or issue of further shares ranking pari passutherewith.

5. In the ev ent of the D irectors hav ing issu ed any shares w hich are partly paid,

t he D i re ctor s may from time to time make calls upon the holders of such

shares in resp ect of any money unpaid on t he ir sh ares, su bject to a period of

not less than fourteen (14) days no ti ce be ing given fo r payment.

C alls o n

shares

•

6. The Com pany m ay g ive financial assistance directly or indirectly for the

purchase or subscrip tion of the Company's shares by Trustees or to be

held for the benefit of the em ployees of the Company in accordance with

sections 70 and 71 of the Act and in accordance w ith th e Statutes.

Financial

assistance for

the paym ent of .

shares

7. (1) The Company may by Special Resolution r ed 'u ce its s ta te d c ap ita l tosuch amount as it thinks ap prop riate in accordance w ith section 59,of the Act

Red uc tio n o fstated capi ta l

(2) The Company shall in accordance with Article 10 (vi) issue a share

certificate for the num ber of shares consequent to such reduction in

lieu of the share cer ti fi ca te s hel d by the shareholder.

(3 ) The Com pany m ay agree to p u rc ha se or otherw ise acqu ire its ow n

shares with the approval of the Board.

Purchase of

shares by the

Company.

(4) : B efo re th e Company o ffers o r ag rees to p urc ha se its own shares, the

Board of the C om pany should resolve that -

(i) the acquisition is in the interests of th e Comp any;

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(ii) the terms of the offer or agreement and the consideration to be

paid for the shares is in the opinion of the Company's auditors a

fair v alu e; and

(iii) it is not aware of any inform ation that has not been disclosed to

shareholders w hich is m aterial to an assessment of the value of

the shares, and as a resu lt of which the terms of an offer o r theconsideration offered for the shares are unfair to shareholders

a cc ep tin g th e o ffe r.

(5) Before the Company -

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(i) m akes an offer to acqu ire shares other than in a m anner w hich

will ifit i s accep ted in full , leave unaffected the r el at iv e vo ting

and: distribution rights of al l shareholders; or

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(ii) agrees to acquire shares other than in a manner which leaves

unaffected the relative voting and distribution rights of al l

shareholders;

the Board shall resolve that the m aking of the offer or entry in to th e

a gre em e nt, a s th e case may be, is fair to those shareholders to whom

the offer is not made or with whom no agreement is entered in to.

(6) The share which may be so purchased shall be cancelled

immediately upon purchase.

8. (1) The Company may issue shares which are redeemable, Redeemable

shares

(i) A t the option of the Company;

. .

(ii) At the option of the holder of the share;

. . . .

(iii) On a date specified in these presents ;

Redemption would be for a specified consideration by th e Board at

the t ime of issue or a consideration w hich is calculated on a form ulaor to be fixed by an independent financial advisor having such

qualifications as the Board m ay think f i t ..

,

(2) The Company m ay exercise the option referred to in 8(1)(i) above,

only after the Board has resolved that the redemption is in the

interests of the Company.

...

(3 ) W here shares are redeemed in accordance with article 8 (1 ) (ii) and th e

holder of the share gives proper notice to th e Company requiring the

Company to redeem the share,

(i ) th e Company should red eem the share on the date specifiedin the notice or if no date is specified, on the date of the

receipt of the notice;

(ii) the share should be cancelled on the date of redemption;

a n d

, . . . .

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(iii) from the date of redemption the form er shareholder w ill

rank as an unsecured creditor of the Company for the sum

payable on redemption.

(4) Where s ha re s a re r ed eemed in accordance with article 8 (1) (iii) ;

i. theCompany

should r ed eem the shares on that date;

ii. the' share is deemed to be cancelled on that date;

iii. from the date specified in article 8 (l)(iii), the former

sh are ho lde r ra nk s as a n u nsec ure d creditor of the Company fo r

the s u m payable on redemption...• "

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9. (1) The Company may by Special Resolution and subject to the provisions

of the Act,

Consol i da t ion ,

splitting and

cap it al i z at ion

(i) consolidate or split (i.e. sub divide) all or any class of its shares in

issu e in su ch p ro po rtio ns as it m a y seem fit, in a mann er which

w ould leave the relative voting and distribution rights of al l

shareho lders substan tial ly unaffected ;

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(ii) capitalize any part of the amounts for the t ime being standing to

the credit of any of the Company's reserve accounts excluding the

statutory and other reserves to be maintained under the Finance

Companies Act No.78 of 1988 as amended and any Direction

issued thereunder in a manner which would leave the' relative

voting and distribution rights of all shareholders substantially

unaffected,

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(2) The consolidation, split or capitalization shall take effect on such day

as m ay be determ ined in the said resolution or by th e Board .

...

(3) The C o m p a n y shall within one month issue a share certificate for the

number of shares consequent to such consolidation and split in lieu ofthe share certificates held by the shareholder .,

. . . .

(4) In the event of a shareholder becoming entitled to a fraction of a share,

consequent to the consolidation, split or capitalization, the Directors

shall have th e p owe r to sell such fractional entitlements.

SHARE REGISTER, SHARE CERTIFICATES AND TRANSFER

AND TRANSMISSION OF SHARES

...

] o . (i) The Company must maintain a share register, wh ich complies with

section 123 of the Act. The share register must be kept at the

registered office of the Company or any other place in Sri Lanka,notice of which ha s been given to the R eg istrar in accordance with

subsection (4) of section 124 of the Act.-

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(ii) Where shares are to be transferred, a form of transfer signed by the

holder or by his legal representative shall be delivered to the

C om pany. T he transfer m ust be signed by the t ransferee if th e sh are

imposes a n y liability on its h old er .

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(iii) (a) The Board may resolve to refuse to register a transfer of a sharewithin six weeks of receipt of the transfer, ifany amount payable

to th e Company in respect of the share is du e bu t unpaid. The

Board shall decline to register a n y share in the n a m e of m ore than. three (03 ) persons as the joint holders (except in the case of

executors, administrators or heirs of a deceased member). If the

Board resolves to refuse to reg ister a transfer for this reason, it

must give notice of t he r ef u sa l to the shareholder within one week

of the date of the resolution .. .. . . . .,

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,',,:b) The Directors may also decl ine to register a transfer of a share on...

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which the company has a lien.

(iv) Where a joint holder of a share dies, the r ema in ing holders shall b e

treated by the: Company as the holders of that share. Where the sole

holder of a share dies, that shareho lde r' s l eg a l rep resen ta ti ve shall

be the only person recognized by the Company as having any title

to or interest in the share.

..

(v) Any person who becomes entitled to a share as a consequence of the

death, bankruptcy _or insolvency or incapacity o f a s ha re ho ld er may

be registered as the holder of that shareholder's shares u pon m aking

a request ill writing to the Company to be so registered,

accompanied by proof sa ti sfac tory to th e Board of tha t en ti tl emen t .

The Board may refuse to r eg is ter a tr an sfe r u nd er th is a rtic le in thecircumstances set ou t in article 10(iii).

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(vi) Where the Company issues shares, or the transfer of an y shares is

entered on the share register, the Company mus t within one month

com plete and hav e ready for delivery a share certificate in respect of

the shares.

(vii) If a Share Certificate be defaced, lost, or destroyed, it may be

renewed on payment of such fee not exceeding Rs. 1001 - and on

such terms as to evidence and indemnity and th e payment of out-of-

pocket expenses of the Company in investigating evidence as th e. .

Directors' think fit.

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(viii) Notwithstanding anything to· the contrary in these Articles, as long

as the shares of the C O I T J p a n y are quoted in th: Colombo Stock

E xchange or an y other L ic en se d S to ck Ex change ,

(a) such shares shall" be freely transferable and registrationof the

transfer of such 'listed shares shall 'not be subject to anyrestriction, save arid· except to the, extent required for

compliance with statutory requ irem ents. '

(b) The Board may register without assuming an y liability therefore

any 'transfer of shares '-'which is in accordance with th e rules a n d

reg ulatio ns in fo rce, fo r th e tim e being and from t ime to 'time as

"laid" down 'b y Securities rand Exchange Commission 'of Sri. "

L anka, such Licensed Stock E xchange and a n y ag en cy w h ose

primary object is to act ascentral depository for such exchange.

. . .

MEETINGS OF SHAREHOLDERS,

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1 1. (1) W ritte n'n o~ ic eofth e tim e and place ofa ineeting of shareholders m u st

be g iv en to every sh are ho ld er e ntitle d to re ceiv e notice of th e meeting.

and ~o every director and th e auditor of th e Company -I • I I I

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Notice of

meetings

(a) not' J e s s than fifteen' ( 15 ) 'wo rk ing da y " ' i ~ . th e C~.i~,~eo r E~IiAnnual~ • - ' • L

.. G e ne ra l Meeting; ,,'. · '.. . ,

. . (b) no t l es sth an f ifte en I l) wo rk in g d ay s before th e meeting, if it is, • - • ' • f ~ .

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intended to propose a resolution as a Special Resolution at the

meeting;

(C ) not less than ten (1 0) w o rk in g d ay s before th e m eeting, in a n y

other case. '

(2) T he notice m ust set ou t -

(a) the nature of th e business to be transacted at th e m eetin g insufficient detail to enable a shareholder to form a reasonedjudgm ent in relation to it; and

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(b) the text of any resolution to be submitted to the m eeting .' ,

(3) An irregularity in, a notice of a m eeting is w aived if al l the

shareholders entitled to attend and vote at the m eeting attend the

m eeting w ithou t protest as to the irreg ularity, ·or if all such

shareholders agree to the waiver in writing.. . - .. .-

(4) N otw ithstanding the p rov isions of article 11(2) above, the follow ing

business transacted at a n A nnual G eneral M eeting of the Com panyshall constitu te ro utine bu siness and shall not requ ire n otice th ereof:

(i) considering the annual report p repared in accordance with

section 168 of the Act;

(ii) ap pointing au ditors and fix ing the rem un eration of the au ditors or

d ete rm i nin g th e manner ~ nwh i ch s uc h r emuner at io n is to b e fix ed ;

.. (i ii) e le ctin g d ir ec to rs in the place of those retiring' by rotation or

otherwise.

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(5) If a meeting of sh areholders is adjou rned for less than thirty (3 0) days,

it is not necessary to g iv e notice _of the tim e and p lace of the

adjou rned m eeting , other than ·b y announcement at t he ' mee ti ng whichis adjourned.

12. A meeting of shareholders shall be heJd by a number of shareholders who

constitute a quorum, being assembled together at the p lace, date and timeappointed for the m eeting . . ' " .. ,

Methods of

holding

meetings

,

13. (1) Subject to article 13(3) below, no business may be transacted at a

meeting of shareholders if a quorum is not present.

Quorum

(2) A quorum for a m ee tin g o f sh areh old ers is present if shareholders

entitled to vote or th eir p ro xie s are present w hich exceed five (5) in

num ber and rep resenting the m ajority of the votes able to· be cast on

th e business to be taken up at s uc h me etin g .

(3) If a quo,rum is, not present. within thirty minutes after, the time

, ,' , appoin ted ' .for the m eeting , the m eeting is adjourned to the sam e day

"""'fhthe fol lowing week at the sa m e tim e and place; or to such other

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date, time and place as the directors may appoint. If at the adjourned

meeting, a quorum is not present w ith in th irty m in ute s after the time

appointed for the meeting, the shareholders present o r their p rox ies

shall be deemed to form a quorum,

14. (1) If the directors have elected a chairperson of the B oard, a n d the

chairperson of the Board is present at a meeting of sh areh old ers, h e or

she must chair the meeting.

Chairperson

(2) If no chairperson of the Board has been elected or if at an y meeting of

shareholders the chairperson of the Board is not present within fifteen

minutes of the time appointed for the commencement of the meeting,

the shareholders present may choose one of their number to be

chairperson of the meeting.

15. (1) In the case of a meeting of shareholders unless a poll is demanded,

voting at the meeting shall be by whichever of the following methods

as determined by the chairperson of the m eeting -

Voting at

meetings of

Sharehol ders'

(a) voting by voice; or

(b) voting by show of hands.

(2) A declaration by the chairperson of the meeting that a resolution is

carried by the r eq u isite ma jo rity is conclusive ev idence of th at fa ct,

u nless a p oll is dem anded in accord.ance with a rtic le 1 5(3 ).

'r-

(3) A t a m eeting o f sh areh olders, a p oll m ay be dem anded by;

.. (a) not less than three (3) shareholders having the right to vote at the

meeting; or

(b) a shareholder or shareholders representing not less than ten per

centum of the total voting rights of all shareholders having the

right to vote at the meeting.

(4) A po) Imay be dem anded either b efo re o r immediately after the vote

is taken on a resolution.

(5) If a poll is taken, votes mus t be counted according to the votes

attached to the shares of each shareholder present and voting.

(6) The chairperson of a shareholders' meeting is not entitled to a casting

vote.

(7) If a poll is duly dem anded (and the dem and be not w ithdraw n) it shall

be taken in such m anner (including the u se of ballot or voting papers or

tickets) as the person presiding at the m eeting m a y d irect and th e resu lt

of a poll shall be deemed to be the resolution of the meeting at which

the poll was demanded. The person presiding may (and if so requested

'; shall) appoint a scrutiniser and m ay adjourn the meeting to some place

"and time fixed by him for the purpose of taking and declaring the result

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of the poll.

(8) The demand for a poll shall not p rev ent the continu ance of a m eeting for

the transaction of an y business other th an th e q u es tio n on w hich the p ollhas bee n dem anded. .

(9) No objection shall be made to the validity of an y vote except at th e

meeting or poll at which such vote shall be tendered and every vote towhich no objection shall be made at such meeting or poll shall be

deemed valid for all purposes of such meetings or po ll wha tsoever .

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16. (1) A shareholder entitled to vote may exercise the right to vote either bybeing present in person or by proxy. "

Proxies

(2) A proxy for a shareholder is entitled to 'a tte nd and be heard at a

meeting of shareholders as ifthe proxy were the shareholder.

(3) A proxy must be appointed by notice in writing signed by theshareholder.

(4) No proxy is effective in relation to a meeting, unless a copy of th e

notice of appointment is given to the Company not less than twentyfour hours before the start of the meeting.

(5) A n instrum ent ap pointing a prox y shall be in the fo llowing form or in aform as near t he re to a s c ircums tances adm it: -

Central Investments and Finance Limited

I / ' J \ 1 e , . . . • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • . . . . . . . . . .J : [ ) e i J 1 ~ (l

member/members of the above named Com pany hereby

ap'point 0f ~ .faiin g him ,. ,. .. ,. . ,. ,. . ... 0f .................... . .

as my/our proxy to represent me/us and vote for me/us on my/our behalf at

the annual/extraordinary, (as the case m ay be) general meeting of the

Company to be held on the day of 20 and atany ad jou rnment thereof.

.

Signed this day of 20 .

(6) A body corporate which is a' shareholder may appoint a

representative to attend a meeting of shareholders or any class 'of

shareholders on its behalf by resolution of its D irecto rs or other

governing body.

Corporati on s

may act by

r epresen tat iyes

17. (1) The Board must ensure that m inutes are kept of al l proceedings at

meetings of shareholders.Minutes

(2) Minutes which have been signed as correct by the chairperson of the, meetingare primafacie evidence of the proceedings.

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] 8 . (F ): Shareholders entitled to do so may g iv e n otic e of the resolu tion to Shareho l ders '

Resolutions

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the Company in accordance with section 142 of the Act and it shall

be the duty of the Company to give notice of the resolution or

circulate an y statements, or both, as the case may be, in accordance

with such section. The Company is not required to give notice of a

resolution or circulate a statement in t he c ir cums tan ce s set ou t inp

subsections (4) or (5) of section 142 of th e Act.

(2) The Company shall give shareholders notice of any resolution andcirculate to shareholders any statement with respect to the matter

referred to in any proposed resolution or th e b usin ess to be dealt

with at that meeting upon receivinga requisition in writing o f su ch

num ber of shareholders a referred to in section 14 2 (1) of the Act.

19 . W here tw o or more persons are reg istered as the holder of a share, the

vote of th e person named first in th e share reg ister and voting on a

matter, shall be accepted to t he ex cl u si on of the votes of the other joint

holders. ..

Votes of joint

holders

20 . If a sum due to the Company in respect of a share has no t been paid,

that share m ay not be voted at a shareholders' meeting other than ameeting of an interest group unless there is p ro vis io n to t he con tr ar y at

the time of issue of shares to such shareholder,

Loss of voting

right ifcalls

unpaid

21. (1) Subject to article 21 (2) below, the Board must call an Annual General

Meeting of the Company to be held-

•

(b ) no t later th an six (6 ) m o nth s after the balance shee t date of th e

Company ; and

Annual

General•

Meetings an d

extraordinary

general

me etin gs o f

shareholders

(a) once in each calendar year;

(c) no t later than fifteen (15) months after the prev ious Annual

Meeting.

The m eeting m ust be held on the date on which it is called to

be held.

., . . .

(2) An extraordinary meeting of sha re ho ld er s e nti tl ed to vote on an issue

m ay be called at an y tim e by th e B o ard , a n d m ust be called by the

B oard on the w ritten request of shareholders holding shares, carrying

not less that ten percent (lO % )o f v otes which may be cast on that•Issue.

22. W here the Company proposes to take action which affects th e rights

attached to shares within the m ea nin g of sec tion 99 of the A ct, the actionmay not be taken unless it i s a pp ro ve d by a Special Resolution of each

interest group, as defined in the Act.

Voting in

interest groups

23 . (1) The shareholders w ho are entitled to receive notice of a meeting of

s ha re ho ld er s f or any p urp ose shall b e -, ,

I

Shareholders

e ntitl ed to

attend and.

vote at

meetings(a, if the Board fixes a date for the purpose, those shareholders W h o se

1 2

.,



•

names are registered in the share register on that date,

(b) if the Board does not fix a date for the purpose, those shareholders

whose names are registered in the share register at th e close of

bu siness on the day im mediately preceding the day on which th e" . .

notice IS given.

(2) A date fixed under article 23 ( 1) should not preceede by more thanthirty (30) working days, the date on w hich the m eeting is to be held.

~. . . .

(3) Before a meeting of shareholders, the Company may prepare a list of

shareholders entitled, to receive notice of the meeting arranged in

alphabetical order, and showing the number of shares held' by each

shareholder -

(a) if a date ha s been fixed under artic le 2 3(1 )(a), no t later than ten

(10) working days after that date; or

(b ) if no such date has been fixed, at the close of business on the day

immediately preceding the day on which the notice is g iv en.

(4) A person named in a list prepared undes article 23 (3) is entitled to

attend the meeting and vote in respect of the shares shown opposite

his name in person or by proxy, except to the extent that-

(a ) that person has, s in ce th e date on ' wh ich th e sha re ho ld ers en titled

to receive notice of the meeting we re determined, transferred any

of his shares to some other person; an d

.. (b) the transferee of those shares has been registered as the holder of

those shares, and has requested before the commencement of the

m eeting that his or her nam e be entered on the list p rep ared u nder

article 23 (3).

(5) A shareholder may examine a list prepared under article 23(3) during

normal business hours, at the registered office of the Company .

.

D IR EC TO RS A ND SECRETARY.

24. (1) The number of directors shall no t be less than five (5) nor more than

thirteen (13) in number.

.Appointment

a nd r emo v al

of directors

(2) The Directors shall have power at an y time to ap point any person to

be a director to fill a casual vacancy as an addition to th e existing

directors subject to the maxim um number set out in article 24( 1).

Any Director so appointed shall hold office until the next following

A nnual G eneral M eeting and shall be eligible for re-election and no t

be counted for article 24(6) below.

Notwithstanding anything to the contrary, so long as the shares of

the Company are listed on the Colombo Stock Exchange, the

Company shall in compliance with the Listing Rules of such. . . . " -.

'" ,Il, Exchange ensure that -..

(3)

"

13•

..



(a) one third or two (whichever is greater) of the total number of

Directors on the Board of Directors of the Com pany at any

time and from time to time are Non- Executive Directors;

and

(b) of the on e third or tw o as the case may be of such Non

Executive Directors as aforesaid, a further one third or two(whichever is greater) shall be ' Independent Directors' of

the Company.

, I

(c) The number of Non Executive Directors required to be on

the Board of Directors of the Company at any time and from

time to time, shall be determined with reference to the

number of Directors on the Board of the Company at the

immediately preceding Annual General Meeting of the

Company. ..

. . . .

For the purposes of this Articles, the term 'Independent Director'

shall be as defined and set out in the L isting R ules of the

Colombo Stock Exchange.

(4) A director may be appointed or removed by ordinary resolution

passed at a meeting called for t he pu rpo se . The shareholders m ay only

vote on a resolution to appoint a d.irector if -

. . . .

- -

(a ) th e resolu tion is for the appointment of one director, or

...

(b) the resolu tion is a sing le resolu tion for the appointment of two or

more persons as directors, and a sep arate resolu tion that it be so

voted on has first b een p asse d w ith ou t a v ote b ein g c ast a ga in st it.

(5) A director m ay resign by delivering a signed w ritten notice of

resignation to the registered o ffic e o f the Company, S ub je ct to se ctio n208 of the Act, the notice is effective when it is received at the

•

registered office or at an y later time specified in the notice..- .

(6) A director vacates office if he --

(a) resigns in accordance with article 24 (5);

(b) is rem ov ed from office in accordance w ith the provisions of the

Act or these articles;

(c) becom es disqu alified from being a director p ursu ant to section 202

of the Act; -(d) dies;

(e) becomes disqualified from being a Director in term s of the

.. p rov isions of the Finance Companies Act No 78 of 1988 as. ,"'. amended from time to tim e and any regulation, direction, rule or

" ,:.,.notice issu ed thereu nder or 'any other law applicable to the

14..

..

"



_ . . . . _ ~ c _ ._--------. ---------. ------ -~-. _ t - -- -_ . , 1 _ _ - .

Company; or

(1 ) ceases to be a Director pursuant to the p rov isions of the F inance

Companies (Corporate Governance) Direction No 3 of 2008 or

any other direction issued under the F in an ce Compan ie s Act

No.78 of 1988 or an y o th er law applicable to th e c omp any .

,

(7) At each Ann ual G en eral Me etin g one third of the D irectors for the tim e

being subject to retirement b y ro tatio n shall retire from office. A

Director retiring at a m e etin g shall retain office until the close of th e

meeting in clu din g an y adjournment thereof.

, .,

(8) The directors to re tire at each Annual Gene ra l Me etin g shall b e tho se

directors who, being subject t o ret ir ement by r ota ti on , h ave been l onges t

in o ff ic e since th eir la st election or ap pointm ent, bu t as betw een p ersons

w ho becam e or w ere last re-elected directors on the same d ay .th e

directors to retire shall (unless they otherwise agree among themse lv es )

be de te rmined by lo t. A retirin g d irecto r shall be eligible for re-e lect ion. . .

i.

(9) The Com pany at the m eeting at w hich a director retires in the m anner

aforesaid shall fill th e v acated o ffice b y electing a person thereto, an d in

default the retiring director shall be deem~d to have been re-elected

unless:-

. . . .

(i) at such m eeting it is ex pressly resolv ed not to fill s uc h v ac ate d

o ffice, o r a reso lu tio n fo r th e re-ele ctio n o f s uch d irecto r is put to the

m eeting and lost; or

...

(ii) su ch directo r has given n otice in writing to th e Company that he is

unwilling to be re-elected or is over the age of 70; or

(iii) the default is due to the contravention of the n ex t f ol low in g A rtic le .

. . . . .

( 10) The Board shall have the pow er to authorize the paym ent and theenterin g into of any con tr ac t r ef er red to in Section 2] 6( 1 ) of the A ct

to .remunerate, compensate o r p ro v id e any benefit to a D irector or

Fortner D irecto r as p rov id ed for in the said S ection .

'>

(11 ) A person who is a director or em ployee of another F inance

Company registered under the Finance Companies Act No. 78 of

1988 or of any subsidiary or associate company of such other

.Finance Company cannot be appointed or nom inated as a D irector

or as an Alternate D irector of the Company.

25. (1) Subject to article 25(4) w hich relates to major transactions, the

b usin ess an d affairs of the Company shall be managed by or under th edirection or supervi sion of the Board. The Board shall have all the

powers necessary fo r ma na gin g and for directing and su perv ising the

m anag em ent of the bu siness and affairs of the C om pany.

Power an d

duties ofdirectors

(2) The Board may delegate to a committee of directors or to a director or

,,,.employeeany of its powers which it is permitted to delegate under

:c·section 186 of the Act.

15

"



(3) The directors have the duties set out in the Act, and in particular-

(a) each director must act in good faith and in what he believes to be

the best interest of the Company;

,

(b ) no director shall act or agree to the C om pany acting , in a manner

that contravenes any provisions of the A ct or these articles;

(c) (i) shall not 'act in a manner which is reckless or grossly negligent;

(ii) shall exercise the degree of skill and care that may reasonably

be expected of a person of hi s knowledge an d experience.

(4) The Company shall not enter in any major transaction unless such

transaction is -

(a) approved by Special Resolution;

(b) contingent on a pp rova l by Special Resolution;

(c) consented to in writing by all the shareholders of the Company;or

,

(d) a transaction which the Company is expressly authorised to

en ter in to by a p rov ision in its articles, w hich w as included in it

at the time th e Company was incorporated.

. ,

However, the above shall not apply to

•

(i) a transaction under which the Company gives or agrees to

give a floating charge over all or any part of the property of

the Company;

(ii) a t ransac tion entered in to by a receiver appointed pursuant

to an instrument creating a floating charge over all or any

part of the property of the Company;

(iii) a transaction entered into by an administrator or liquidator

of the Company.

A major transaction means-

(a) the acquisition of or an agreem ent to acquire whether

contingent or not, assets of a value which is g re ater th an half

the value of the assets of the Company before the. " .acquisition;

(b) the disposition of the agreement to dispose of, whether

contingent or not, the whole or more than half b y value of

the assets of the Company;, .

,~. .v-r

• 1 1 111

. , ,~ . 16..

..

"



-

..

(c) a transaction which has or is l ik el y to have th e effect of the.

Company acqu iring rights or interests or incurring

obligations or liabilities of a value which is greater than half

the value of th e assets b efo re acq uisitio n; or

(d) a t ransact ion or a series of re la ted t ransac tions which have

th e p urp ose or effect of substantially altering the nature of

the bu siness carried on by th e Comp any.

In this section the reference to "Assets" include property of an y

kind, whether corporeal or incorporeal.

,

26. (1) A director who is interested in a transaction to which th e Company is

a party must disclose th at in te re st in a cc ord an ce with section 192 of

the Act.

Interested

directors

(2) Subject to article 26(3), a director qf the Company is interested in a

transaction to which th e Company is a party, if the director-

(a ) is a party to or w ill or may d eriv e a m a te ria l fin an cia l benefit from

the transaction;

. . . .(b) has a m aterial financial interest in another p arty to the transaction;

(c) is a director, officer or trustee of another party to , o r p er son who

w ill or may derive a m aterial financial benefit from aj

transaction, not being a party or person that is - .

(i) th e Company's holding company, being a holding

com pany of w hich the Company is a wholly-owned

subsidiary;

(ii) a w holly-ow ned su bsidiary of the C om pany; or

(iii)a wholly subsidiary of a holding company of which the

Company is also a who ll y-owned subs id ia ry ;

(d) is the parent, child or spouse of another party to or person who

will or m ay derive a material financial benefit from the

tran sactio n; o r

(e) is otherw ise directly or indirectly materially, interested in the

transaction.

(3) A director of the Company is n ot in te re ste d in a transaction to which

the Com pany is a party, if th e tra nsa ctio n c om p rises only th e g iv in g

by the Company of security to a third party w hich has no connection

with the director, at the request of the third party, in respect of a debt

or obligation of the Company for which the director or another person

has personally assumed responsibility in whole or in part, under a

,,'guarantee"iindemnity or by the deposit of a security.I

,. I

• • I

•1 7

•

"



...

-

,

(4) Article 26(2) does not apply to an y remuneration or other benefit

given to a director in accordance with section 216 of the Act, Of, to

any insurance or indemnity provided in accordance with section 218o f th e Act. .

(5) A director of th e Company who is interested in a transaction entered

into or to be entered into by the Company shall not -

(a) vote on a matter relating to the transaction;

(b) attend the meeting of directors at the tim e at which a matter

relating to the transaction arises and be included among the

directors present at th e meeting for the purpose of a quorum;

(c) sign a document relating to the transaction on behalf of the

Com pany; and

(d) do any other thing in hi s capacity as a director i n rel at ion to the

transaction,

as if he were not interested in the transaction.

"-

(6) A director of the Company who has information in his capacity as a

director or employee of the Company which w ould not otherwise be

available to him, must not disclose that information to an y p ers on o rm ake use of or act on the inform ation, excep t -

(a) for the p urp oses of the Company;

(b) as required by Jaw; or ...

•

.(c) in accordance with article 26(7).

(7) A director of the Company may disclose, make use of or act on

information if-

(a) the director is first authorized to do so by the Board under article

26(8); an d

(b ) particulars of th e authorization ar e e nte re d in th e in te re sts register.

(8 ) The Board may authorize a d irecto r to disclose, m ake use of or act on

information, if it is satisfied that to do so will not be likely to

prejudice the Company.

(9) A director mu st d is clo se all dealings in shares of th e Company in

w hich he has a relevant interest, in accordance wi th sections 19 8, 19 9

an d 200 of th e Act.

(10) The Board m ay approve;...

~ ..:1 I

:.

",~, (a) the.. .payment O f any r emuner ation and/or the provision O f

18..

-.

-

..



. .. . . J

\ .'

.

~

,. .

.._._._-----------------------~-~-----.-g_------u_a• • •••n t b.

other benefits by the Company to a Director for services as

Director or for services rendered to the Company in an yother capacity. .

(b) the payment by the Company to a Director or a form erDirector of com p en satio n fo r lo ss of office,

(c ) the entering into of a contract to do any of the above,

ifthe Board is satisfied that to do so is fair to the Company.

(ll)The Company may by ordinary resolution also vote extraremuneration and / or other benefits to the Directors or to a n y

D irector as m ay be recom mend ed b y th e Board fo r the performance ofextra services to the Company. .

(12) Nothing in these Articles shall. prevent the payment to a Director of

a n y fu rth er rem u ne ratio n fo r s erv ice s p erfo rm e d by him by virtue of

a n y other office or position held by him in conjunction w ith his

directorship.,

27. A meeting of directors may d.etermine its own procedure, to the extent

that it is not governed by these articles.

Procedure at

meetings of

directors

28. (1) The directors m ay elect one of t he ir numbers to be the chairperson of

the Board and may dete rm in e the period for which the chai rperson is

to hol d o ffic e.

Chairperson

. .

..

(2) If no chairperson is elected or if at a meeting of the Board thechairperson is not present within five minu te s a fte r the time appointed

for the commencement of the meeting, t.he directors present may

choose one of their number to be chairperson of the meeting.

29. (1) A director or the secretary may convene a meeting of th e Board by

giving notice in accordance with this article .

Notice of

meeting

(2) Not less than seventy two hours notice of a meeting of the Board must

be given in w riting to every director who is in Sri Lanka or by way of

an y electronic me ssa gin g sy stem if a director is not p resent in Sri

Lanka.

(3) An irregularity in the notice of a meeting is waived' if al l directors

entitled to receive notice of the meeting attend the meeting without

protest as to the irregularity or if all directors entitled to receive notice

of the meeting agree to the waiver.

30. A m eeting of the Board may be held either- Me th od s o f

holding

meetings

+

(a) by a number of the directors who constitute a quorum being

~ assembled together at the place, date and time appointed for the

':"meeting; or

L 1 9



"_ _- - - - - - - - - - - - - - - - - - - - - - - - - - - - ~ ~ - - ~ - - - - - - - - - - - - - - - - - - r - l - - - - - - -. - - - - - - , - - - - - - - -J .a. .."I

. ~ ~

(b) by means of audio or audio and visual communication by which all

directors participating and constituting a quorum can

simultaneously hear each other throughout the meeting.

31. (1) A quorum for a meeting of the Board shall be a majority of the

directors w ho hav e been ap pointed at an y g iv en t ime .

(2) No business may be transac ted at a meeting of directors if a quorum isnot present.

32. (1) Every director has one vote.

(2) The chairperson has a casting vote.

(3) A resolution of the Board is passed if it is agreed to by all directors

present without dissent or if a majority of the votes cast on it are in

favour of it. -

33. (1) The Board must ensure that minutes are kept of all proceedings at

meetings of the Board in accordance with. the provisions in theFinance Companies (Corporate Governance) Direction No.3 of20 08 . ~

(2) Minutes which have been signed by the chairperson of the meeting

at which the proceedings were held, or by the chairperson of th e

next succeeding meeting, shall be p rim a fa cie evidence of the

proceedings.

...

34. (1) A resolution in w r it in g signed or assented to by all directors entitled

to receive notice of a board meeting, is as valid and effective as if it

had been passed at a meeting of the Boa rd d uly convened and held.

(2) Any such resolution may consist of several documents (includingfacsimile or other similar means of communication) in like form,

each signed or assented to by one or more d ir ec to rs .

(3) A copy of any such resolution must be entered in the minute book ofboard proceedings.

35. (1) The Board may from time to time appoint a director as Managing

Director or a director or a non director as Chief Executive Officer for

such period and on such terms as it thinks fit. Provided however theBoard shall only appoint at any given time, a Managing Director or a .

Chief Executive Officer but not both.

(2) Subject tothe term s of a M anag ing D irector's or Chief Executive

Officer's appointment, the Board may at any time cancel an

appointment of a director as Managing Director or the appointment of

the Chief Executive Officer.

(3) A director-who holds office as Managing Director ceases to hold

'office as managing director, if he ceases to be a director of the" ~ ..

company. )

-

Quorum

Voting

Minutes

Unanimous

resolution

" "

.. .

Managing

Director/Chief

Executive

Officer an dother

"

executivedirectors

2 0



(4) The Managing Director or the Chief Executive Officer shall be paid

such remuneration as m ay be agreed between him an d the B oard. H is

remuneration may be by way of salary, commis sion , pa rt ic ipa ti on in

profits or an y combination of these methods or any oth er method of

f ix ing remunerat ion .

(5) The Board may delegate to the Managing Director or Chief Executive

Officer, subject to any conditions or restrictions, which they consider

appropriate, any of their powers, which can be lawfully delegated.

,Any such delegation may at any time be withdrawn or varied by the

Board. The delegation of a power of the Board to the Managing

Director or Chief Executive Officer does not prevent the exercise of

the power by the Board, unless the terms of the d el eg atio n exp re ss ly

provide otherwise.

(6) A director other than th e M ana gin g Director w ho is em ployed by the

Company shall be paid s uch remune ra tio n as may be agreed to

between him and the Board. His rem u neration m ay be by way of

salary, commission, participation in p ro fits or any com bination of

these methods or an y other methods or any other methods of fixingremuneration.

(7) (i) Any director who is abroad or is about to go abroad m ay at any time

by notice in writing left at the office appoint any person approved by

the B oard to be an alternate director of the Company to act in hi s

p lace du ring the absence abroad and the following p ro v is io ns o f this

Article shall apply to any person so appointed.,

..(ii) A person appointed to be an alternate director shall not in respect ofsuch appointment be entitled to re ce iv e a ny remuneration fro m the

Company nor be required to hold any . share quali ficat ion but th e

B oard m ay repay an alternate director w ho is not a director in hisow n right such reasonable expenses as he m ay incur in attending

and returning from meetings of th e Board w hich he is entitled to

attend or as he may otherwise properly incur in or about th e

business of the Company or may pay such allowances as they may

think proper in respect of these expenses.

(ii)An alternate director shall (on his g iv ing an address for su ch notice

to be serv ed upon him) be ent it led to receive notices of all 'meetings

of the Board and to attend and v ote as director at a ny s uch me etin g

at w hich the director appointing him is not personally present and

generally to perform all the functions of h is Appo in to r as a Director

in th e absence of such Appointor.

(iv) An alternate director m ay be appointed for a specified period or

until the happening of a specified event but he shall ipso facto cease

to be an alternate director in any of the following events, that is to

say;. , : . .. .': .

" ,, .

,.' ..

. ,;. (a) upon, the return to Sri Lanka of the director in w hose place he~

was 'apPointed as an alternate if the appointment was for th e

.

2 1



_ _ _ _ _ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ± t - - - - - - 1 1 1. ,•• 5

-

purpose of acting as director during the Appointors absence

abroad;

(b ) if the director in w hose place he w as appointed an alternate

ceases for any reason to be a director, provided that if any

director retires by rotation but is re-elected at the meeting at

which such, retirement took effect, any appointment m a d e by

him pursuant to this Article which was in force immediatelyprior to his retirement shall continue to operate after his

re-election as if he had not so retired;

(c) ifthe alternate director shall have a receiving order made against

him or compounds with his creditors or is adjudicated an

insolvent;..

(d) if the alternate director be lunatic or becomes of un s o un d mind;

(e) if the appointment of the alternate director is revoked by his

Appointor by a notice in writing left at the office; ,

(f) if the Board resolve that the appointment of the alternate director

be' tenninated;provided that such -termination shall 'not take

effect until the expiration of thirty (30) days after the date of the

r es ol utio n o f the Board;

1

( g ) i s d is qua li fi ed by S ta tu te o r Directions Issued t he r eu n de r ..'

..

(v) l~ director shall not vote on the question of the approval of an

alternate director to act for him 'or on the question of the termination

of the appointment of such an a lt ernate director under sub-paragraph

(f) of the last foregoing sub-clause of this Article and ifhe does so

his vote shall not be counted.

• • I

36. (1) 'The Company mustat a ll tim e s have a Secretary. Secretary . ,. . . . .. ' . . .

(2) The Board may appoint the secretary for such terrn and on such

conditions a s it thinks fit. The remuneration of the secretaryshallbe

determined to by the Board.• - I I • • •

.~.. .

..

. i, . ~ .

•

(3) The Board may remove th e secretary. '

(4) The secretary' m ay n o t b e ' , ' . '-

. .. ,.

~ r

I

(a) ,the soledirector of the Company; or. ~

.

(b) a corporation, the sole director of which is th e sole director of theCompany. ..' , ,', '

~• I ' .

• I • •

(5) Where the Act or these articles requ ire' something to be done by a. . .

director an d the" secretary,' it 'is n ot satisfied by the sam e person doingI '~hat thing acting in both capacities. J " r ' " ' " '

.. • "11" ..

•J

22. .

I • . .

.. .



_ - - - - - - - - - - - - -- - - - - - - - - - - - -- - - - - - - - - - - - -- - - - - - - - - - - ~ -. - - - - - - - - - - - - - - L - - I d - - - - -1un •

DISTRIBUTION AND RESERVES

37. (1) The Company may make distributions to shareholders in accordance

with section 56 of the Act Subject to article 37(2), every dividend

m u s t be a ppro ved by the B oard a n d by an ordinary resolution of

shareholders .. The Board m ust be satisfied that the Com pany w ill

immediately after the distribution, satisfy the solvency test. The

directors who vote in favour of a dividend must sign a certificate ofsolvency to that effect.

Distributions

(2) The Board may from time to time approve the p a y m e n t of an interimdividend or any fixed preferential dividend to shareholders, where

that appears to be justified by the Company's profits, without the need

. for approval by an ord ina ry reso lu t ion of shareholders.

(3) The Board must;

.

(a) be satisfied that the Company willimmediately after the div ided is

paid under (1) or (2) above, satisfy the solvency test,

(b) ensu re the directors who vote in favour of the dividend must sign

a certificate of solvency their opinioncthe Company will satisfythe solvency test immediately after the distribution is made; and

(c) obtain a certificate of solvency from the auditors.

(4) The Company is deemed to have satisfied the solvency test if..

(a) it is able to pay its debts as they fall due in the normal course of

business; and..

(b) the value of its assets is greater than the sum of the value of its

l iabi li ti es and its stated capital.

"

(5) Before the Directors make an y distributions, they may set aside, out.

of the profits of the Company, such sum as they think proper as a

reserve fund or funds.

(6) Subject to the provisions of Article 37(3), the Board may authorize

a distribu tion by way of a div idend to be paid to the shareholders

according to their rights and interests in the profits and m ay fix the

time for payment.

(7) Any div idend or interim div idend which m ay be authorized by the

Directors, m a y be paid by means of cash or by the distribution ofspecific assets and, in particular, of paid-up shares, debentures or

debenture stock of the Company or of a n y other c o m p a n y or in

specie or in any one or m ore of such w ays and where any d if fi cu l ty

arises in regard to the distribution, they may settle the same as they

think expedient an d in p articu lar may fix the value for distribution

of such' specific assets or a n y part thereof and may determine that

.. .~ ,.ash payments shall be m ade to an y m em ber upon the footing of the

23



-- - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - -- - - - - ~ - - - - - - - - - - - - - - - -- - - - - - - . - -7I.. "* ••

5 '1ft l iP ...-

value so fixed in order to adjust the rights of all parties and may

vest any su ch sp ec ific assets in trustees upon such trusts for the

persons entitled to the div idend as may seem e xp edien t to th e

Board.

(8) N o shareholder shall b e e ntitle d to re ce iv e payment of any dividend

or any allotm ent and issu e of shares credited as fully p aid up in

respect of his shares whilst a ny m o ne ys may be due or owing fromhim (whether alone or jointly with any other person) to the

Company in respect of such share or shares or otherwise howsoever.

(9) No dividend shall bear interest against the Company... . . . . .

•

(10) The Directors may deduct from the div idend payable to an y

shareholder all sum s of money due from him (whether alone or

jointly with any other person) to the Company and notwithstanding

that such sum s shall not be payable until after the date w hen such

div ide nd is payable.

(11) Unless otherwise directed any dividend may be paid by cheque or

warrant sent by post to th e registered address of the shareholder

entitled thereto or, in the case of joint-h old ers, to the reg istered

address of the joint-holder whose name stands first on the register in

respect of the jo int-h old ing ; b ut the Company shall not be liable or

responsible for the loss of any such chequ e or div idend w arrant sent

th rou gh th e p ost.

-

•

(1 2) A ll div iden ds unclaimed for one (1) year a ft er hav ing b e e n declared

may be inv ested or otherw ise m ade use of by the Board for the

benefit of the C om p any u ntil claim ed and the Com pany shall not be

constitu ted a tru stee in resp ect thereof. A ll div idends unclaim ed for

six (6) years after having b een d ec la re d shall be for fe it ed a nd shall

revert to the Company,

ACCOUNTS AND AUDIT

(a) correctly record and ex plain the C om p any 's transactions;

Accounting

records,

financial

statements,

audit etc.

38. (1) The Board must ensure that the Company keeps accounting records

which -

(b) will at an y tim e e na ble the f inancia l posi tion of th e C o m pa ny to be

determined with r ea sonab le accu racy ;

(c) will enable the Board to prepare, f in anc ia l s ta tement s in

a cc ord an ce . w ith th e Act ; an d

(d) w ill enable the financial statem ents of the Com pany to be readily

a nd p ro pe rly a ud ite d.

(2) The a ccoun tin g records m u st co mp ly with subsection (2) section 14 8. J .'

I . of the Act.",: . ~

.1 ,,

24.

,

•



...-------------------n--s.--.---.--r__ 1__ - _----- - ~

the last ten years;

(c) an interests register,•

(d) minutes of all meetings and resolutions of directors and

directors' committees within the last ten years;

(e) certificates given by directors under the Act w ithin the last ten

years;

(f) the register of directors and secretaries required to be kept under

section 223 of the Act;

(g) copies of all w ritten com m unication to all shareholders or all

holders of the same class of shares during th e last ten years,

including annual reports prepared under article 38(5);

(h) copies of all financial statements and group financial statements

required to be completed under the Act fo r the last ten

completed accounting periods of the Company;

(i) the copies of instruments creating ol evidencing charges and the

register of charges required to be kept under sections 109 and

110 of the Act; .ur"

· U ) the share register required to be kept under section 12 3 of the

A ct; and

..

(k) the accounting records, required by section 148 of the Act for the

current accounting period and for the last ten comp leted

accounting periods of the Company.

(2) The references in article 41 (1) to "ten years" and to "ten completedaccounting periods" shall include such lesser periods as the Registrar

may approve, by notice in writing to the Company. . ...

(2) A shareholder of the Company is entitled to insp ect the following

.d oc um ents w ith w ritte n n otic e to the C om pany -

R ig hts o f

directors and

shareholders

to documents

etc.

42. (1) The directors of the Company are entitled to have access to the

Company's records in accordance with section 118 of the Act.

(a) Minutes of all meetin gs and r es ol utio ns of shareholders.

(b) Copies of written communicat ions to all shareholders or to all

holders of a class of shares during the preceding ten years,including annual rep orts, fin an cial statements, an d group

financial statements.

(c) Certificates issues by directors under the Act.

(d) The interests register of the Company ..,

•1'

+ . "

.I

• . . : (. t

, . ~.

26•



. - • • 1 • d

However,

(a) The documents shall be available for inspection at the place at

which the Company's records are kept between the hours of 9.00

a.m and 4.00 p.m on each w orking day during th e insp ectio n

period.

(b ) A docum ent of which the certified copy has been prov ided to the

person or shareholder concerned. without charge need not be made

available for inspection.

The "inspection period" referred to above means the period

commencing on the third working day after the day on which the

notice of intention to inspect is served on the Company by the

sharehold.er concerned and ending on the eig hth w orking day after the

day of service.

(3) A shareholder is also entitled to requ ire copies of or ex tracts from any

docum ent w hich he m ay inspect, w ithin five working days of m aking

a request in w riting for the copy o r ex trac t, on payment of a ny

, reasonable copying and administration fee determ ined by the

Company. The fee may be determine by any director or by thesecretary, subject to any directions from the Board.

"43. The Company may change its name by Special Resolution in accordance

with section 8 of the Act.

Name of

company

...

44. (1) Where the C o m p a n y is req uired to send a ny do cum ent to a

shareholder or to give notice of an y m atter to a shareholder, it shall be

sufficient for the Company to send the docum ent or notice to the

registered address of the shareholder by ordinary post. Any document

or notice so sent is deem ed to have been received by th e sh areh old er

within three w orking days of the posting of a properly addressed and

p rep aid letter co ntaining the do cu m en t or no tice.

Notices

.. . . . .

(2) A shareholder whose registered address is outside Sri Lanka m ay give

notice to the Company of an address in Sri Lanka to which all

docum ents and notices are to be sent, and the Company shall treat that

address as the registered address of the shareholder for al l purposes.

Provided however, that in the event of a shareholder not giving such

notice to the Company, the C om pany shall treat the registered address

of the shareholder outside Sri Lanka as his reg i stered address.

(3) A document may be sent or notice given by the C o m p a n y to the joint

holders of a share, by giving the notice to the holder' first nam ed on

the share register in respect of the share .

•

(4) W here a shareholder has died or has becom e bankrup t or insolvent,

th e Company may continue to send all notices and documents in

respect of his shares addressed to him at his registered address,

notwithstanding that som e other person has by reason of the death,

bankruptcy or insolvency, become entitled to th os e sh ar es, or may

.se nd an y notice o r d ocum en t to an address to w hich tha t oth er p erson

. request s theCompany to sen d su ch n otices.

27•



•& • _, n I L -

(5) A copy of every notice or document sent to al l shareholders must be

sent to the auditor of the Company.

(6) Any notice required to be given by the Company to the members or an y

of them and not expressly provided for by These Presents shall be

su ff ic ient ly g iv en if given by a dv ertis em e nt. W h er e n otice is given by

an ad vertisem en t, su ch ad vertisem ent, sh all be published in Sinhala,

Tamil and English national daily newspapers.

45. (1) (i) The Company may, indemnify a director or employee of the

Company, for any costs incurred by him in any proceeding -

Insurance and

indemnity

(a) that relates to liability for any act or omission in h is c apaci ty• T

as a director or employee;. . . . . .

(b ) in wh ic h ju dgm en t is g iv en in his favour or in which he is

acq uitted or w hich is discontinued or in w hich he is granted

r el ie f u nder s ec tion 526 of the Act

(ii) The Company may, indemnify a director or employee of the

Company in respect of -

(a) liability to pay an y person o th er th an the Company, for an y act

or omission in his capacity as a director or employee; or, .

(b )costs incurred by that director or employee in defending or

, settling any claim o r p roceed in g relatin g to such liability;

"not being criminal liability or in th e ca se of a director, liability

in respect of a breach of the duty specified in section 187 of

the Act.

(iii) The Com pany with the prior approval of the Board, effect

in su ra nce fo r a director or em ployee of the Company in respect ofI _

(a) liability not being criminal liability, for any act or omission in

h is cap acity as a d irecto r o r em p loy ee;

(b ) c os ts incurred by that director or employee in defen ding or

s ettl in g a ny claim or p roceeding relatin g to such lia bil ity ; o r

(c) costs incurred by that director or employee in defending any

crim inal proceedings in which he is acquitted.

"

(2) The Company may indemnify every director and employee of the

Company for the time being against any costs incurred in the course

of defending any proceeding that relates to any act or omission in

his capacity as director, or employee, in which judgment is given in

h is fa vo ur or in which, he is acquitted or which is discontinued.. .

. , ., ., : ., . . /1 ,~

28•



(3) The Company may indemnify a director or employee in

circumstances where article 45(1) does not apply , to th e extent

permitted by su bsection (3 ) of section 218 of the Act, if th e Boardconsiders it appropriate to do so.

4 6. N otw ith standing anything to th e contrary contained in th e A rtic le s of Association of the

Com pany, so long as the Company is listed on the Colom bo Stock Exchange, the

C om pany shall com ply w ith the R ules of the C olom bo Stock Ex change and the C entralDepository System, which shall be in force from time to time.

,.

, .,

47. Notwithstanding anything else to th e contrary, the provisions contained in the F inance

Companies Act No 78 of 1988 and Directions and Rules issued thereunder including th e

Finance Companies (Corporate Governance) Directions No 3 of 2008 (as m ay be

amended from time to time) shall supersede these A. rt ic le s a t all times and in the event

of any inconsistency between the Finance Companies Act and Directions and Rulesissued thereunder and any Article herein, the Finance Companies Act and Directionsand Rules issued thereunder shall prevail,

...

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