Rasanayagam v Suraweera and others (Sripavan, J.)
SURAWEERA AND OTHERSCOURT OF APPEALUDALAGAMA, J.
C.A. 929/2000MAY 9, 2003
Ceiling on Housing Property Law No. 1 of 1973 – S.23(a) – Maximum numberof Houses – Public Corporations – Associated Newspapers of Ceylon Ltd.,(Sp.Pro) Law 28 of 1973 – S.2(f), 29, 11(a), S.47 – Constitution, Article44(1 )(a) – Is the Associated Newspapers of Ceylon Ltd., a company or a cor-poration.
The Board of Review held that The Associated Newspapers Ltd. (ANCL) is .aPublic Corporation.
There is nothing in Law 28 of 1973 to show that the capital of the sixthrespondent (ANCL) was wholly or partly provided by the State by wayof a grant, loan or other form.
Duty of Court is to interpret strictly, the words the Parliament has used,if the words properly construed "admit only one meaning the Court isnot entitled to deny to the words that meaning."
The sixth respondent – Associated Newspapers of Ceylon Ltd., fails tosatisfy the definition of "Public Corporation" within the meaning of S. 47of the said Law, and it is a company and not a Government Departmentor a Public Corporation.
APPLICATION for a Writ of Certiorari.
M.A. Sumanthiran for petitioner.
D.S. Wijesinghe P.C., with Ms. Wickremasinghe for 6th respondent.P.A. Ratnayake D.S.G., for 5th respondent
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June 9, 2003SRIPAVAN, J.
The petitioner being a tenant of premises No. 136/1, George R. 01de Silva Mawatha, Colombo -13 made an application to the fifthrespondent in terms of Section 13 of the Ceiling on HousingProperty Law No. 1 of 1973 as amended, to purchase the saidhouse belonging to the sixth respondent. At the inquiry before thefifth respondent, Counsel for the sixth respondent challenged thejurisdiction of the fifth respondent on the basis that the sixthrespondent was a "public corporation" within the meaning ofSection 2(3) of the said law and as such the provisions relating tothe maximum number of houses that may be owned should not 10apply to the sixth respondent. The fifth respondent overruled theobjection of the sixth respondent and made order on 22nd April1999 holding that the sixth respondent was neither a GovernmentDepartment nor a Public Corporation and the petitioner was legallyentitled to make, an application to purchase the said house. Thesixth respondent appealed from the said order to the first to thefourth respondents who constituted the Board of Review. TheBoard of Review on 14.06.2000 reversed the decision of the fifthrespondent holding that the sixth respondent was in fact a "publiccorporation" in terms of the said Law. Thus, the only point to be 20decided by this Court is whether the sixth respondent is a "PublicCorporation" within the meaning of the said law.
Learned President's Counsel appearing for the sixth respondentsubmitted that the Associated Newspapers of Ceylon Ltd. (SpecialProvisions) Law No. 28 of 1973 (hereinafter referred to as the'SPL') changed the status of the sixth respondent company into aCorporation, drastically altering its fundamental structure and com-position. I do not agree with this submission. The preamble to SPLprovides for the redistribution of the shares of the company;Section 2(f) & 2(g) provide that the memorandum and articles of 30association of the company "cease to be in force" and a new mem-orandum and articles of association of the company shall be pre-scribed; Section 11(a) states that the memorandum and articles ofassociation of the Company shall not be revoked or amendedexcept with the prior consent of the Public Trustee, by the holdersof shares of the company by special resolution at any meeting of
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the company; – All these indicate that the sixth respondent remainsas a company.
Section 47 of the said law defines "public corporation" as follows
"Public corporation means any corporation, board or other bodywhich was or is established by or under any written law otherthan the Companies Ordinance with capital wholly or partly pro-vided by the Government by way of grant, loan or other form"
In any event, there is nothing in the SPL to show that the capi-tal of the sixth respondent was wholly or partly provided by theGovernment by way of grant, loan or other form. I think the duty ofthe court is to interpret strictly the words the Parliament has used.One has to only see what Parliament intended by defining the word"public corporation". If the words properly construed admit only onemeaning, the court is not entitled to deny to the words that mean-ing. Accordingly, the sixth respondent fails to satisfy the definition of"public corporation" within the meaning of Section 47 of the saidlaw.
It is relevant to note that the Board of Review has failed to con-sider A15 dated 18.11.1993 issued by the Registrar of Companieswhich would show, that the sixth respondent is in fact a companyregistered under the Companies Ordinance. The return sent to theRegistrar of Companies giving the particulars of the first Directorsof the Company is marked A14. I subscribe to the view advancedby the learned Counsel for the petitioner that the fundamental fea-ture of a company is that it owns shares whereas a corporationdoes not. – (vide Public Corporations in Ceylon by A.R.B.Amarasinghe at page 4) Mr. L.H. Jayaratne, Secretary to the sixthrespondent.at page 2 of the proceedings of 28.10.1998 admittedthat the sixth respondent was incorporated as a company underCompanies Act and still continues to be a company.
Learned President's Counsel for the sixth respondent furtherurged that the President under Article 44(1) (a) of the Constitutionspecified the sixth respondent company under the category of"Department and Statutory Institution" and assigned it to a particu-lar Minister. This in my view does not change the fundamentalnature or character of the sixth respondent. In the circumstances, Ihold that the sixth respondent is a company and not a government
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department or a public corporation within the meaning of Section2(3)(a) of the said Law. Accordingly I issue a Writ of Certiorariquashing the decision of the first to fourth respondents dated 14thJune, 2000 marked “X13".
I make no order as to costs.
UDALAGAMA, J.I agree
RASANAYAGAM v. SURAWEERA AND OTHERS