ASSOCIATED NEWSPAPERS OF CEYLON LTD
(SPECIAL PROVISIONS) LAW

Arrangement of Sections

1. Short title.

2. Special provisions relating to the company carrying on business under the name of the Associated Newspapers of Ceylon Limited.

3. Limitation on the number of shares of the company which may be held by any person.

4. Compensation in respect of shares of the company which are vested in the Public Trustee.

4A. Interest to be paid on compensation due.

5. Sale of shares of the company vested in the Public Trustee to members of the public.

6. Special Provisions in respect of certain matters.

7. Disqualifications for being a Director of the company.

8. Vacation of Office by Directors of the company.

9. Public Trustee's powers and pending constitution of the first Board of Directors of the company after the appointed date.

10. Limitation of transfer of shares of the company.

11. Restrictions regarding revocation, of the memorandum and articles of association of the company.

12. Power of Public Trustee to issue directions to the Board of Directors of the company.

13. Power of the Board of Directors of the company to repudiate liabilities under certain contracts.

14. 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.

15. Notice before actions are instituted on claims arising before appointed date.

16. Special provisions relating to the audit of the accounts of the company.

17. Power to make regulations.

18. This Law to prevail over certain instruments, the Public Trustees Ordinance, and the Companies Ordinance.

19. Interpretation.

SCHEDULE

28 of 1973,

23 of 1974,

35 of 1981.

A LAW to change the status of the company carrying on business under the name of the Associated Newspapers of Ceylon, Limited, to provide for the redistribution of the shares of such company, and for the reconstitution of the body responsible for the management and administration of the business and affairs of such company, and for matters connected therewith or incidental thereto.

[Date of Commencement: 20th July, 1973]

1. Short title.

This Law may be cited as the Associated Newspapers of Ceylon, Limited (Special Provisions) Law.

2. Special provisions relating to the company carrying on business under the name of the Associated Newspapers of Ceylon Limited.

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—

(a) Such company, hereinafter in this Law referred to as "the company”, shall be, for the purposes of the Companies Ordinance,1 a company other than a private company within the meaning of that Ordinance.

(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.

(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:

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.

(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.

(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).

(f) The memorandum and articles of association of the company shall, with effect from the appointed date, cease to be in force.

(g) The new memorandum and articles of association of the company shall be as prescribed.

(h) Any transfer of the ownership of shares in the company made on or after the fourth day of January, 1972, shall be void.

3. Limitation on the number of shares of the company which may be held by any person.

(1) After the appointed date—

(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

(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.

Notice of such decision shall be sent by such Board by registered letter through the post to such person.

(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.

(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.

4. Compensation in respect of shares of the company which are vested in the Public Trustee.

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—

(a) the par value of such share;

(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

(c) the liquidator's valuation of such share.

4A. Interest to be paid on compensation due.

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.

[S 4A ins by s 2 of Act 35 of 1981.]

5. Sale of shares of the company vested in the Public Trustee to members of the public.

(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—

(a) to such members of the public as shall be specified in such directions;

(b) such number of shares of the company vested in him as shall be so specified; and

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