ACT, No. 39 OF 2014

39of2014.pdf
NadunReplacecont

PARLIAMENT OF THE DEMOCRATIC
SOCIALIST REPUBLIC OF
SRI LANKA
DFCC BANK (REPEAL AND
CONSEQUENTIAL PROVISIONS)
ACT, No. 39 OF 2014
[Certified on 01st November, 2014]
Printed on the Order of Government
Published as a Supplement to Part II of the Gazette of the Democratic
Socialist Republic of Sri Lanka of November 07, 2014
PRINTEDATTHE DEPARTMENTOFGOVERNMENTPRINTING,SRILANKA
TO BEPURCHASED AT THE GOVERNMENT PUBLICATIONS BUREAU, COLOMBO 5
Price : Rs. 10.00 Postage : Rs. 20.00

DFCC Bank (Repeal and Consequential 1
Provisions) DFCC Act, No. 39 of 2014
[Certified on 01st November, 2014]
L.D.—O.25 / 2014.
ANACT TO MAKE PROVISIONS FOR REGISTRATION OF THE DFCC BANK
AS APUBLIC LIMITED COMPANY WITH THE NAME “DFCC BANK PLC”
AND TO PROVIDE FOR THE PROVISIONS CONSEQUENTIAL TO SUCH
REGISTRATION ; TO REPEAL THE DFCC BANK ACT (CHAPTER 165)
AND FORMATTERS CONNECTED THEREWITHOR INCIDENTAL THERETO
BE it enacted by the Parliament of the Democratic Socialist
Republic of Sri Lanka as follows:—
1. This Act may be cited as the DFCC Bank (Repeal Short title.
and Consequential Provisions) Act, No. 39 of 2014.
2. The DFCC Bank Act (Chapter 165) shall as from such Repeal of the
date as may be specified by the Minister by Order published DFCC Bank Act
(Chapter 165).
in the Gazette (hereinafter referred to as the “specified date”)
be repealed. Such date shall be a date which is not later than
six months from the date of commencement of this Act.
3. (1) The Minister may, at any time after the date of Registration of
commencement of this Act, forward to the Registrar of the DFCC Bank
as a public
Companies Articles of Association duly approved by the
limited company
Monetary Board together with a direction to such Registrar under the
requiring him to register the DFCC Bank as a public limited Companies Act,
company under the Companies Act, No. 07 of 2007, with the No. 07 of 2007.
name “DFCC Bank PLC” with effect from the specified date.
(2) Notwithstanding anything contained in the
Companies Act, No. 07 of 2007, the Registrar of Companies
shall, on receipt of a direction under subsection (1)—
(a) issue a Certificate of Incorporation under subsection
(1) of section 5 of the aforesaid Act, in the name
“DFCC Bank PLC”; and
(b) publish an Order in the Gazette declaring that from
the specified date a public limited company is
incorporated in the name “DFCC Bank PLC”
2 DFCC Bank (Repeal and Consequential
Provisions) DFCC Act, No. 39 of 2014
(hereinafter referred to as “the Company”) to take
over and carry on the business of the DFCC Bank
as a going concern.
Business of 4. With effect from the specified date, the business of
DFCC Bank to the DFCC Bank shall vest absolutely in the Company.
vest in the
Company.
Transitional 5. With effect from the specified date notwithstanding
provisions. any provision in any other law—
(a) the share capital and any amount lying to the credit
of the share premium account, of the DFCC Bank
on the day immediately preceding the specified
date shall be deemed to be the stated capital of the
Company as at the specified date;
(b) all shareholders of the DFCC Bank on the day
immediately preceding the specified date shall be
deemed to be the shareholders of the Company as at
the specified date and the shares held by such
shareholders in the Company shall be identical in
number to that held by them in the DFCC Bank on
the day immediately preceding the specified date
and all share certificates issued by the DFCC Bank
shall be read and construed as if such share certificates
were share certificates issued by the Company;
(c) all securities of any kind issued by the DFCC Bank
and outstanding on the day immediately preceding
the specified date shall from the specified date be
deemed to be securities issued by the Company;
(d) the Chairman, directors, officers, employees and
servants of the DFCC Bank holding office on the
day immediately preceding the specified date shall
be deemed to be the Chairman, directors, officers,
employees and servants of the Company with effect
from the specified date and such Chairman,
directors, officers, employees and servants shall
continue to hold office in the Company on terms
and conditions enjoyed by them under the DFCC
Bank, immediately preceding the specified date;
DFCC Bank (Repeal and Consequential 3
Provisions) DFCC Act, No. 39 of 2014
(e) all contracts, deeds, bonds, agreements, guarantees,
powers of attorney, grants of legal representation
and other instruments of whatever nature of the
DFCC Bank subsisting and having effect on the
day immediately preceding the specified date and
to which the DFCC Bank is a party or which are in
favour of the DFCC Bank shall be deemed with
effect from the specified date to be contracts, deeds,
bonds, agreements, guarantees, powers of attorney,
grants of legal representation and other instruments
entered into by or granted in favour of the
Company ;
(f) unless specifically revoked or substituted in the
manner provided for in any other law, all approvals
or licences granted to the DFCC Bank by the
Monetary Board, the Director of Bank Supervision,
Controller of Exchange, Securities and Exchange
Commission, Urban Development Authority, any
other regulatory body or authority, Provincial
Council, local authority subsisting or having effect
on the day immediately preceding the specified
date shall be deemed with effect from the specified
date to be approvals or licences granted to the
Company ;
(g) any account maintained between the DFCC Bank
and any other person in or outside Sri Lanka
including the Government of Sri Lanka, its
departments and statutory bodies on the day
immediately preceeding the specified date, whether
it be an asset or liability of such Bank shall be
deemed with effect from the specified date to be an
account between the Company and that other
person with the same rights and subject to the same
obligations and incidents (including rights of set
off) as would have been applicable thereto if the
account between the DFCC Bank and that other
person had continued and so that any instruction,
4 DFCC Bank (Repeal and Consequential
Provisions) DFCC Act, No. 39 of 2014
order, direction, mandate or authority given by such
other person in relation to such account and
subsisting on the day immediately preceding the
specified date shall, unless and until revoked or
cancelled, apply to and have effect in relation to,
the account between the Company and that other
person ;
(h) any mortgage, security or indemnity held by the
DFCC Bank on the day immediately preceding the
specified date as security for the payment of debts
or liabilities (whether present or future actual or
contingent) of any person shall be deemed with
effect from the specified date to be a mortgage,
security or indemnity held by and be available to
the Company as security for the payment of such
debt and liabilities to the Company; and where the
moneys secured by such mortgage, security or
indemnity include future advances to or liabilities
of that person, the security for future advances to or
liabilities of that person to the Company shall be
deemed to the same extent to which future advances
by or liabilities to the DFCC Bank were secured
thereby immediately preceding the specified date;
(i) the custody of any document, goods or other
property held by the DFCC Bank on the day
immediately preceding the specified date as bailee
for any other person shall be deemed with effect
from the specified date to be a document, goods or
property in the custody of the Company as a bailee
for such other person and the rights and obligations
of the DFCC Bank under any contract of bailment
relating to such document, goods or property shall
be deemed to be the rights and obligations of the
Company;
(j) any listing of shares or securities of any kind
whatsoever issued by the DFCC Bank on a stock
DFCC Bank (Repeal and Consequential 5
Provisions) DFCC Act, No. 39 of 2014
exchange or securities exchange whether in
Sri Lanka or elsewhere on the day immediately
preceding the specified date shall be deemed with
effect from the specified date to be listing of such
shares or securities of the Company ;
(k) all reserves maintained by the DFCC Bank for the
purpose of the provision of any law, regulatory
requirement or otherwise, on the day immediately
preceding the specified date shall be deemed with
effect from the specified date to be reserves of the
Company held for such purpose;
(l) (i) all property immovable and movable of the
DFCC Bank (including cash balances, reserve
funds, investments, trade marks, patents,
licences and deposits);
(ii) all liabilities, including deposits and
contingent liabilities, of the DFCC Bank;
(iii) all rights, powers, privileges, authorities,
obligations, duties and interest arising in or
out of the business, such property and such
liabilities including the licence issued to the
DFCC Bank by the Monetary Board under
subsection (3) of section 76A of the Banking
Act;
(iv) all books, accounts and documents relating
or appertaining to the DFCC Bank or to
any property of the Bank,
subsisting on the day immediately preceding
the specified date, shall be deemed as from the
specified date to be property, liabilities, rights,
powers, privileges, authorities, obligations, duties,
interest, books, accounts and documents of the
Company;
6 DFCC Bank (Repeal and Consequential
Provisions) DFCC Act, No. 39 of 2014
(m) all applications, actions, proceedings or appeals of
whatever nature instituted under the provision of
any law by or against the DFCC Bank and pending
on the day immediately preceding the specified
date shall be deemed as from the specified date, to
be applications, actions, proceedings or appeals
instituted by or against the Company and may be
continued accordingly;
(n) any pension fund, gratuity fund or unfunded
liability in respect of a pension, gratuity or other
liability relating to post employment benefit to any
employee or former employee of the DFCC Bank
and existing on the day immediately preceding the
specified date shall be deemed as from the specified
date, to be a pension fund, gratuity fund or such
liability as the case may be, of the Company in
respect of such employee or former employee;
(o) where the DFCC Bank on the day immediately
preceding the specified date was a contributor to
any provident fund approved by the Commissioner
of Labour for the benefit of its employees, the
Company shall be deemed as from the specified
date, to be the contributor to such provident fund
in respect of such employees;
(p) all tax credits, refunds, losses, concessions, reliefs,
benefits and liabilities of the DFCC Bank subsisting
on the day immediately preceding the specified
date shall be deemed as from the specified date, to
be tax credits, refunds, losses, concessions, reliefs,
benefits and liabilities of the Company;
(q) all judgments, decrees or orders entered in favour
of, or against the DFCC Bank by any Court in
any action or proceeding shall be deemed with
effect from the specified date, to be judgments,
decrees or orders entered in favour of, or against the
Company;
DFCC Bank (Repeal and Consequential 7
Provisions) DFCC Act, No. 39 of 2014
(r) all rights to intellectual property including
trademarks, patents, softwares subsisting in favour
of the DFCC Bank on the day immediately
preceding the specified date shall be deemed as
from the specified date, to be such rights in favour
of the Company.
6. Notwithstanding the repeal of the DFCC Bank Act Limited
(Chapter 165) by section 2 of this Act, the provisions of applicability of
section 10 and
subsection (2) of section 10 and section 14 of the aforesaid 14 of the DFCC
repealed Act shall from and after the specified date, continue Bank Act
to be operative and of full force and avail in law as if such (Chapter 165).
Act had never been repealed, until the loans so guaranteed
by the Government of Sri Lanka in terms of such sections
are repaid in full and no further. Every loan guaranteed as
aforesaid prior to the specified date and subsisting on the
day immediately preceding the specified date, shall as from
the specified date continue to subsist as if the loans so
guaranteed were loans raised by the Company.
7. (1) With effect from the specified date, every reference Consequential
to the DFCC Bank in any Act, regulation, notification, amendments to
written laws &c.
contract, instrument, record, share certificate, document,
deed, bond, agreement, guarantee, power of attorney, grant
of legal representation and other instruments of whatever
nature shall be deemed to be a reference to the Company to
give effect to the provisions of this Act.
(2) For the provisions of section 5 and subsection (1) to
take effect, it shall not be necessary to replace the name the
DFCC Bank with the name of the Company in any register
or record maintained by any department, court of law,
tribunal or agency of the government, provincial council or
local authority under any law or regulation provided
however that where the Company makes an application to
the person responsible for maintaining such register or record
with a copy of the certificate of incorporation certified as
true copy by a notary public, such person shall substitute
the name of the Company in such record or register.
8 DFCC Bank (Repeal and Consequential
Provisions) DFCC Act, No. 39 of 2014
Regulations. 8. (1) The Minister may make regulations for the
purposes of facilitating the vesting of the business of the
DFCC Bank in the Company in pursuance of the provisions
of section 4.
(2) Every regulation made by the Minister under
subsection (1) shall be published in the Gazette and shall
come into operation on the date of such publication or on
such later date as may be specified in the regulation.
(3) Every regulation made under subsection (1) shall as
soon as convenient be placed before Parliament for approval.
Any regulation which is not so approved shall be deemed to
be rescinded as from the date of such disapproval, but without
prejudice to anything previously done thereunder.
(4) Notice of the date on which the regulation is
disapproved shall be published in the Gazette.
Merger and 9. In the event the Company formed under the provisions
amalgamation. of this Act merges or amalgamates with any other company
under the provisions of Part VIII of the Companies Act, No. 07
of 2007 to carry on business as a licensed commercial bank
under the licence issued by the Monetary Board, section 6 of
this Act shall mutatis mutandis continue to apply.
Sinhala text to 10. In the event of any inconsistency between the
prevail in case Sinhala and Tamil texts of this Act, the Sinhala text shall
of inconsistency.
prevail.
Interpretation. 11. For purposes of this Act, unless the context otherwise
requires—
“Banking Act” means the Banking Act, No. 30 of
1988 as amended from time to time;
“Business” includes the business carried on by the
DFCC Bank as a licensed specialized bank,
as at the specified date;
DFCC Bank (Repeal and Consequential 9
Provisions) DFCC Act, No. 39 of 2014
“Company” means the company referred to in the
paragraph (b) of subsection (2) of section 3;
“Controller of Exchange” means the head of the
Department of Exchange Control of the
Central Bank, established by the Monetary
Board under the Exchange Control Act
(Chapter 423);
“DFCC Bank” means the DFCC Bank established
by the DFCC Bank Act as amended from time
to time (Chapter 165);
“Director of Bank Supervision” means the head of
the Department of the Bank Supervision of
the Central Bank of Sri Lanka established by
the Monetary Law Act (Chapter 422);
“Monetary Board” means the Monetary Board of
the Central Bank of Sri Lanka established
under the Monetary Law Act (Chapter 422);
“Provincial Council” means a Provincial Council
established by Chapter XVIIA of the
Constitution;
“Securities and Exchange Commission” means
the Securities and Exchange Commission
of Sri Lanka established by the Securities
and Exchange Commission of Sri Lanka
Act, No. 36 of 1987;
“Urban Development Authority” means the Urban
Development Authority established by the
Urban Development Authority Law, No. 41
of 1978.

10 DFCC Bank (Repeal and Consequential
Provisions) DFCC Act, No. 39 of 2014
Annual subscription of English Bills and Acts of the Parliament Rs. 885 (Local), Rs. 1,180
(Foreign), Payable to the SUPERINTENDENT, GOVERNMENT PUBLICATIONS BUREAU, DEPARTMENT OF
GOVERNMENT INFORMATION, NO. 163, KIRULAPONA MAWATHA, POLHENGODA, COLOMBO 05 before 15th
December each year in respect of the year following.
NadunReplacecontEnd