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Short title.
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1. This Law may be cited as the Associated Newspapers of Ceylon, Limited (Special Provisions) Law.
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Special provisions relating to the company carrying on business under the name of the Associated Newspapers of Ceylon Limited.
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2. The following provisions shall, on the appointed date, apply in respect of the company which was, on the day immediately prior to that date, carrying on business under the name of The Associated Newspapers of Ceylon, Limited:-
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(a) Such company, hereinafter in this Law referred to as ” the company “, shall be, for the purposes of the Companies Ordinance,* a company other than a private company within the meaning of that Ordinance.
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(b) Not less than seventy-five per centum of the total number of all the shares of the company shall vest in the Public Trustee on behalf of the Government, and the company shall register the Public Trustee, under the title ” The Public Trustee on behalf of the Government of Sri Lanka”, as the holder of such shares of the company, and shall issue the necessary share certificates to the Public Trustee under that title.
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(c) From and after the appointed date, persons who were shareholders of the company in terms of the Annual Return in Companies Form 63 made up to the fourth day of January, 1972, and tendered to the Registrar of Companies, shall not be entitled to more than twenty-five per centum of the total number of shares in the company :
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Provided that no individual shareholder shall hold more than two per centum of the total number of shares of the company as on the fourth day of January, 1972.
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(d) In accordance with the preceding provisions of this section, the persons whose names and addresses are specified in the entries in Column I of the Schedule to this Law, being persons who were shareholders of the company in terms of the Annual Return in Companies Form 63 made up to the fourth day of January, 1972, and tendered to the Registrar of Companies, may hold shares in the company in such numbers as are specified in the corresponding entries in Column II of that Schedule.
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(e) The balance shares of the company shall vest in the Public Trustee on behalf of the Government in terms of the provisions of paragraph (b).
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(f) The memorandum and articles of association of the company shall, with effect from the appointed date, cease to be in force.
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(g) The new memorandum and articles of association of the company shall be as prescribed.
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(h) Any transfer of the ownership of shares in the company made on or after the fourth day of January, 1972, shall be void.
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Limitation on the number of shares of the company which may be held by any person.
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3.
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(1) After the appointed date,-
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(a) no person, other than the Public Trustee, shall, whether by himself or jointly or in the aggregate with any individual who is his or her spouse or minor child, hold more than two per centum of the total number of shares of the company ; and
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(b) the Board of Directors of the company shall have the power to decide to refuse to register any person as the holder of any share or shares in the company, whether by himself or jointly or in the aggregate with any such individual in excess of the said limitation of two per centum.
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Notice of such decision shall be sent by such Board by registered letter through- the post to such person.
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(2) Any person who is aggrieved by the decision of the Board of Directors of the company refusing to register him as the holder of any share of the company under subsection (1) may, within the prescribed period, prefer an appeal against such decision to the District Court of Colombo which may, on such appeal, make an order either confirming or setting aside such decision. The procedure to be followed for preferring, and at the hearing of, such appeal shall be prescribed.
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(3) Any order made by the District Court of Colombo on any appeal preferred to it under subsection (2) shall be final and conclusive and shall not be called in question in any other court or tribunal, whether by way of action, application in revision, appeal, writ or otherwise.
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Compensation in respect of shares of the company which are vested in the Public Trustee.
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4. Compensation in respect of each share of the company which vests in the Public Trustee by virtue of the operation of the provisions of section 2 shall be paid by the Public Trustee on behalf of the Government to the person who was the holder of that share of the company immediately prior to the appointed date, at a price to be determined by reference to-
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(a) the par value of such share;
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(b) the price at which the most recent transaction in respect of such shares took place before that day between the holders of such shares; and
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(c) the liquidator’s valuation of such share.
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Interest to be paid on compensation due.
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4A. Compensation to be paid in respect of each share of the company, shall be considered as accruing due from the date on which such share was vested in the Public Trustee. Interest shall be paid on such compensation at the prescribed rate from the date on which such compensation accrues due, until the date of its payment.
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Sale of shares of the company vested in the public Trustee to members of the public.
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5.
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(1) Subject to the provisions of section 3, the Public Trustee shall, acting under the authority of written directions in that behalf issued to him from time to time by the Minister, sell-
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(a) to such members of the public as shall be specified in such directions ;
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(b) such number of shares of the company vested in him as shall be so specified; and
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(c) at such price as shall be so specified.
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(2) Any written directions issued by the Minister under the preceding provisions of this section shall be final and conclusive and shall, subject to the provisions of section 3, not be called in question in any court or tribunal, whether by way of action, application in revision, appeal, writ or otherwise.
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Special Provisions in respect of certain matters.
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6.
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(1) The provisions set out hereafter in this subsection shall have effect in respect of the following matters:-
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(a) The Directors of the company on the day immediately prior to the appointed date shall cease to hold office as such on that date.
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(b) The management and administration of the business and affairs of the company shall be vested in a Board of Directors constituted as provided in this section.
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(c) The Board of Directors so constituted may exercise, discharge or perform the powers, functions or duties of the company for the purpose of carrying on the business and administering the affairs of the company.
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(d) The first Board of Directors of the company after the appointed date shall consist of five Directors all of whom shall be appointed by the Public Trustee, and-
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(i) at least one of whom shall be a person who was the holder of any shares of the company on the day immediately prior to the appointed date,
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(ii) at least one of whom shall be a person who is a working journalist of the company, and
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(iii) at least one of whom shall be a person who is a qualified accountant.
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The Public Trustee shall nominate one of the Directors to be the Chairman of the Board of Directors and Managing Director of the company.
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(e) The Directors constituting the first Board of Directors of the company after the appointed date shall, unless they earlier vacate office as such, hold office as such Directors until the conclusion of the first annual general meeting of the company.
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(f) The first annual general meeting of the company shall be held before the expiration of a period of one year from the appointed date.
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(g) At the first annual general meeting of the company after the appointed date, and at every subsequent annual general meeting of the company, the persons who are the holders of shares of the company shall elect from among themselves five Directors of the company who shall, unless they earlier vacate office as such, hold office as such Directors until the conclusion of the next annual general meeting of the company:
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Provided, however, that where the Public Trustee on behalf of the Government-
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(i) holds at least fifty-one per centum of the total number of the shares in the company, only two such Directors shall be so elected and the other three Directors shall be appointed by the Public Trustee, or
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(ii) holds at least forty per centum of such total number, only three such Directors shall be so elected and the other two Directors shall be appointed by the Public Trustee, or
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(iii) holds at least twenty per centum of such total number, only four such Directors shall be so elected and the other Director shall be appointed by the Public Trustee.
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(2) For so long and so long only as the Public Trustee is entitled to appoint a Director or Directors of the company, he shall not be entitled to participate or to vote in the election of the other Directors of the company.
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(3) A person may be appointed by the Public Trustee as a Director of the company notwithstanding that such person does not have the necessary qualifying share or shares of the company as may be required by the articles of association of the company to enable him to be such Director.
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(4) The Director or Directors of the company appointed by the Public Trustee under paragraph (g) of subsection (1) shall, unless he or they earlier vacate office, hold office as such Director or Directors until the conclusion of the next annual general meeting of the company after his or their appointment.
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Disqualifications for being a Director or the company.
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7. No person shall be eligible to be appointed or elected, or to continue in office, as a Director or the company-
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(a) if such person has been, or is, convicted by a court of law of the offence of forgery or cheating, or of any offence committed by reason of the contravention of the provisions of the Exchange Control Act, or the Inland Revenue Act, No. 4 of 1963, or the Imports and Exports (Control) Act, for a period of three years from the appointed date, or from the date of his conviction whichever is earlier; or
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(b) if such person has been, or is, found by a Commission of Inquiry appointed under the Commissions of Inquiry Act to have committed any offence referred to in paragraph (a), for a period of three years from the appointed date.
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Vacation of Office by Directors of the company.
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8.
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(1) A Director of the company shall vacate his office-
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(a) if, being an appointed Director, he is removed from office by the Public Trustee or resigns his office by letter sent to the Secretary of the company; or
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(b) if, being an elected Director, he resigns his office by letter sent to the Chairman of the Board of Directors of the company through such Secretary.
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(2) Any Director of the company who vacates his office by resignation or effluxion of time shall be eligible for reappointment or re-election.
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Public Trustee’s powers, &c, pending constitution of the first Board of Directors of the company after the appointed date.
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9. Pending the constitution of the first Board of Directors of the company after the appointed date, the Public Trustee may exercise, discharge or perform the powers, functions or duties of the company for the purpose of carrying on the business and administering the affairs of the company.
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Limitation of transfer of shares of the company.
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10.
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(1) No holder of shares of the company shall transfer such shares to any other person, except after giving prior notice in writing of such proposed transfer to the Public Trustee.
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(2) Any transfer of shares in contravention of the provisions of this Law may be declared void by order of the Public Trustee. Notice of such order shall be sent by the Public Trustee by registered letter through the post to such holder.
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(3) Any person who is aggrieved by an order made by the Public Trustee under subsection (2) relating to a transfer of any share of the company to such person may, within the prescribed period, prefer an appeal against such order to the District Court of Colombo. Such Court may, on such appeal, make a decision either confirming or setting aside such order. Such decision shall be final and conclusive and shall not be called in question in any other court or tribunal, whether by way of action, application in revision, appeal, writ or otherwise.
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(4) Where an order is made by the Public Trustee under subsection (2) relating to the transfer of any share of the company to any person, such person shall have no voting rights in respect of such share until such order is set aside on appeal by the District Court of Colombo.
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Restrictions regarding revocation, &c, of the memorandum and articles of association of the company.
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11. The memorandum and articles of association of the company shall not be revoked or amended-
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(a) except, with the prior consent of the Public Trustee, by the holders of shares of the company by special resolution at any meeting of the company; or
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(b) except by the Minister by regulation published in the Gazette.
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Power of Public Trustee to issue directions to the Board of Directors of the company.
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12. For so long and so long only as the Public Trustee on behalf of the Government is the holder of at least fifty-one per centum of the total number of shares of the company, he may issue, from time to time, general or special directions in writing to the Board of Directors of the company on any matters relating to the company, other than the editorial policy of, or the free expression of opinion in, any newspaper published by the company. It shall be the duty of such Board to forthwith comply with such directions on the receipt thereof, and thereafter to cause such directions to be tabled at the next meeting of such Board.
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Power of the Board of Directors of the company to repudiate liabilities under certain contracts.
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13.
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(1) The Board of Directors of the company may, with the prior approval of the Minister, repudiate in writing the liabilities of the company under any contract or agreement entered into by the company before the appointed date with any other person or persons on the ground that such liabilities were incurred malafide, dishonestly or fraudulently, and thereupon such liabilities shall be deemed never to have been, or to be, the liabilities of the company. Notice of such repudiation shall be sent by such Board by registered letter through the post to such other person or persons.
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(2) No compensation shall, save as otherwise provided in subsection (3), be payable by the company to any person for any loss or damage suffered by him by reason of the repudiation of any liabilities under any contract or agreement under subsection (1), whether or not such person was a party to the contract or agreement.
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(3) Where the liabilities of the company under any contract or agreement have been repudiated under subsection (1), then, if at the time of such repudiation the other party or parties to the contract or agreement had duly fulfilled his or their obligations under the contract or agreement, compensation shall be payable by the company to such other party or parties for any loss or damage suffered by him or them by reason of such repudiation. The amount of such compensation shall be determined on quantum meruit principle by agreement between the Board of Directors of the company and such other party or parties or, in the absence of such agreement, by an arbitrator appointed by the Minister. Such determination shall be final and conclusive, and shall not be called in question in any court or tribunal, whether by way of action, application in revision, appeal, writ or otherwise.
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(4) Any compensation payable by the company under this section shall be paid out of the funds of the company and accordingly such payment shall be deemed to be a purpose for which such funds may be lawfully expended.
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Sums of money ordered to be paid by courts for acts committed prior to appointed date may be paid out of compensation payable under section 4.
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14. Where in an action against the company for any loss, injury or damage incurred or caused prior to the appointed date, decree is entered against the company ordering the company to pay a sum of money to any person, such sum of money may, notwithstanding the provisions of this or any other written law, be paid to such person by the company out of the amount payable as compensation under section 4, by making deductions from such amount on a pro rata basis.
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Notice before actions are instituted on claims arising before appointed date.
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15. Notwithstanding the provisions of any other written law, no action against the company in respect of any claim whatsoever which arose prior to the appointed date shall be instituted in, or be entertained by, any court or tribunal, unless notice of such claim in writing shall have been given to the Board of Directors of the company within six months from the appointed date, and the plaint in such action contains a statement that such notice has been given.
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Special provisions relating to the audit of the accounts of the company.
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16.
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(1) The provisions of the Companies Ordinance* relating to the audit of the accounts of the company shall not apply to the Company.
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(2) The provisions of sections 9 to 12 (both sections inclusive) of the Public Corporations (Financial Control) Act shall, mutatis mutandis, apply to the audit of the accounts of the company.
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(3) The financial year of the company shall be the calendar year.
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Power to make regulations.
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17.
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(1) The Minister may make regulations for the purpose of giving full force and effect to the principles and provisions of this Law, and for all matters required by this Law to be prescribed.
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(2) Without prejudice to the generality of the powers conferred by subsection (1), the Minister may make regulations to the effect that such of the provisions of the Companies Ordinance* as are specified therein shall not apply, or shall apply subject to such modifications or amendments as may be specified, to the company.
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(3) Every regulation made by the Minister under this Law shall come into force on the date of its publication in the Gazette.
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(4) Every regulation made by the Minister shall, as soon as convenient after its publication in the Gazette, be brought before Parliament for approval. Any regulation which is not so approved shall be deemed to be rescinded as from the date of disapproval but without prejudice to anything previously done thereunder.
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This Law to prevail over certain instruments, the Public Trustees Ordinance, and the Companies Ordinance.
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18.
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(1) The provisions of this Law shall have effect notwithstanding anything in the memorandum and articles of association of the company.
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(2) In the event of any conflict or inconsistency between the provisions of this Law and the provisions of the Public Trustees Ordinance or the Companies Ordinance,* the provisions of this Law shall prevail over the provisions of any such Ordinance, so, however, that, save as hereinbefore provided, the provisions of the Companies Ordinance* shall continue to apply to the company.
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Interpretation.
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19. In this Law-
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” appointed date ” means the 20th day of July, 1973;
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” members of the public” includes societies registered under the Co-operative Societies Law, societies registered under the Societies Ordinance, trade unions registered under the Trade Unions Ordinance, public corporations as defined in 2, Article 170 of the Constitution, working journalists and other persons employed in the company, but does not include any other company engaged in the business of printing or publishing a newspaper;
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” minor child” means a child who is unmarried and under twenty-one years of age, and includes a step-child or a child who is adopted under the Adoption of Children Ordinance;
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” Public Trustee” means the Public Trustee appointed under the provisions of the Public Trustees Ordinance. (* Repealed and replaced by the Companies Act, No. 17 of 1982.)
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Schedules
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