Housing Development Finance Corporation Bank of Sri Lanka act

Arrangement of Sections

1. Short title.

PART I

Establishment of Housing Development Finance Corporation of Sri Lanka

2. Housing Development Finance Corporation Bank.

3. Board of Directors.

4. Qualifications to be a Director.

5. Chairman of the Board.

6. Meetings of the Board.

7. Director to disclose his interest in the Board.

8. Powers of the Board of Directors.

9. Delegation.

10. Seal of the Corporation.

11. Board may act despite vacancy.

PART II

Functions and Powers of the Corporation

12. Functions of the Corporation.

13. Powers of the Corporation.

PART III

Officers and Staff of the Corporation

14. Appointment and Powers of the General Manager.

15. Officers and servants of the Board.

PART IV

Finance

16. Capital of the Corporation.

17. Contributions to the Fund.

18. Liability of shareholders.

19. General borrowing powers of the Corporation.

20. Borrowing from the Government.

21. Borrowing from foreign Governments.

22. Debentures and Stock.

23. Government to guarantee repayments.

24. Corporation.

25. Restriction on declaration of dividend.

PART V

Accounts and Audit

26. Audit of the accounts.

PART VI

General

27. Rules of the Corporation.

28. Application of the Companies Act, No. 17 of 1982 to the Corporation.

29. Certain laws not to apply to Corporation.

30. Power to inspect valuation rolls of local rating authorities.

31. Bills of Exchange and promissory notes.

32. Persons authorised to act on behalf of the Corporation.

33. Repealed.

34. Secrecy.

35. Annual General Meeting.

36. Protection of action.

37. Offences.

38. Regulations.

38A. Directions issued by the Monetary Board of the Central Bank of Sri Lanka.

39. Transfer of assets and liabilities of the Housing Finance Development Corporation of Sri Lanka Ltd.

40. Transitional provisions.

41. Amendment of section 22 of Act No. 4 of 1990.

42. Housing Protection of Employment and Compensation.

43. Sinhala text to prevail in case of inconsistency.

44. Interpretation.

7 of 1997,

15 of 2003,

45 of 2011.

AN ACT to provide for the establishment of the Housing Development Finance Corporation of Sri Lanka; to specify its powers and functions; and to provide for matters connected there with or incidental hereto.

[Date of Commencement: 18th June, 1997]

1. Short title.

This Act may be cited as the Housing Development Finance Corporation Bank1 of Sri Lanka Act.

PART I

Establishment of Housing Development Finance Corporation Bank of Sri Lanka

2. Housing Development Finance Corporation Bank.

(1) There shall be established a Corporation to be Establishment of called the Housing Development Finance Corporation Bank of Sri Lanka (hereinafter referred to as "the HDFC Bank of Sri Lanka”).

[S 2(1) am by s 2 of Act 15 of 2003.]

(2) The Corporation shall, by the name assigned to it by subsection (1), be a body corporate with perpetual succession and a common seal, and may sue and be sued in such name.

(3) The head office of the Corporation shall be in Colombo. Such branch offices as the Board of Directors may consider necessary shall be established in places in Sri Lanka outside Colombo.

3. Board of Directors.

(1) The administration and management of the affairs of the Corporation shall be vested in a Board of Directors (hereinafter referred to as the "Board”) which shall consist of—

(a) two ex-officio Directors, namely—

(i) a representative of the Ministry of the Minister in charge of the subject of Housing to be nominated by the Minister; and

(ii) the Secretary to the Treasury or his representative.

(b) four Directors, of whom—

(i) one Director shall be a representative of the Central Bank of Sri Lanka, nominated by the Minister in consultation with the Board and with the concurrence of the Minister in charge of the subject of Finance;

(ii) one Director shall be a representative of the Minister in charge of the subject of Housing nominated by such Minister;

(iii) one Director shall be a representative of the Ministry of the Minister in charge of the subject of Finance, nominated by the Minister in consultation with the Board and with the concurrence of the Minister in charge of the subject of Finance;

(iv) one Director shall be a representative of the Ministry of the Minister in charge of the subject of Labour, nominated by the Minister in consultation with the Board and with the concurrence of the Minister in charge of the subject of Labour.

A Director nominated under this paragraph is hereinafter referred to as a "nominated Director”;

(c) one or more nominated Directors shall, after the contributions of the institutions referred to in section 17 are repaid under that section, resign their posts at the first Annual General Meeting or subsequent Annual General Meetings as the case may be, in order to secure that the number of nominated Directors is proportionate to the share of equity capital held by the Government or Government Institutions in the Corporation;

(d) five Directors elected by the shareholders of the Corporation at the Annual General Meeting of the Corporation:

[S 3(1)(d) am by s 4 Act 15 of 2003.]

Provided however that a majority of such elected Directors shall at all times be citizens of Sri Lanka;

Provided further, that the initial elected Directors shall be appointed by the Minister;

A Director appointed under this proviso is hereinafter referred to as an "appointed Director”.

(2) —

(a) A nominated Director may resign his office by a letter in that behalf, addressed to the Minister.

(b) The Minister may, at any time remove a nominated Director from office, without assigning any reason therefor.

(c) Subject to the provisions of paragraphs (a) and (b), the term of office of a nominated Director shall be the period specified in his letter of nomination.

(d) Where a nominated Director dies, resigns or is removed from office, the Minister may, having regard to the provisions of paragraph (b) of subsection (1), nominate another person in his place. The person so nominated shall hold office for the unexpired period of the term of office of the Director whom he succeeds.

(e) Where a nominated Director is, by reason of illness, absence from Sri Lanka or other cause, temporarily unable to perform the duties of his office, the Minister may nominate a person to act in his place.

(3) —

(a) Two appointed Directors shall vacate office at the first Annual General Meeting of the Corporation held after the appointed date, and another two appointed Directors shall vacate office at the second Annual General Meeting held after the appointed date and so on until all the appointed Directors have vacated office. The determination of the appointed Directors who shall vacate office at any Annual General Meeting shall be made by the drawing of lots at such Annual General Meeting.

(b) An appointed Director may resign his office by a letter in that behalf addressed to the Minister.

(c) The Minister may, at any time remove an appointed Director from office, without assigning any reason therefor.

(d) Where an appointed Director vacates office otherwise than in the circumstances referred to in paragraph (a) of this subsection, the Minister may appoint another person in his place.

(e) Where an appointed Director is, by reason of illness, absence from Sri Lanka or other cause, temporarily unable to perform the duties of his office, the Minister may appoint another person to act in his place.

(f) An appointed Director who vacates office otherwise than by removal shall be eligible for election as a Director under the succeeding provisions of this section.

(4) —

(a) Where an appointed Director vacates office under paragraph (a) of subsection (3) at an Annual General Meeting of the Corporation, the shareholders present at such Annual General meeting shall elect a person to succeed such Director. A person so elected is hereinafter referred to as "an elected Director”;

(b) An elected Director may resign his office by a letter in that behalf addressed to the Board;

(c) The shareholders of the Corporation may remove an elected Director from office by a resolution passed at a meeting of the shareholders;

(d) Subject to the provisions of paragraphs (b) and (c) this subsection the term of office of an elected Director shall be three years;

(e) An elected Director vacating office by effluxion of time shall be eligible for re-election;

(f) Where an elected Director dies, resigns or is removed from office the shareholders of the Corporation shall, at a meeting of such shareholders, elect another person to succeed such Director. The person so elected shall hold office for the unexpired period of the term of office of the Director whom he succeeds;

(g) Where an elected Director, is by reason of illness, absence from Sri Lanka or other cause, temporarily unable to perform the duties of his office, the shareholders of the Corporation may at a meeting of the shareholders elect another person to act in his place.

4. Qualifications to be a Director.

(1) No person shall be qualified to be elected as a Director under subsection (4) of section 3 unless—

(a) he has; or

(b) he is the Director or officer of a body corporate which has,

Shares to the value of not less than five thousand rupees in the capital of the Corporation:

Provided however that the first Directors elected under subsection (4) of section 3 shall not be required to have the qualification referred to in this subsection until two months have lapsed after the first issue of shares to the public.

(2) A person shall be disqualified from being nominated, appointed or elected, as a Director or continuing in office as a Director if—

(a) he is, or becomes a Member of Parliament, a member of a Provincial Council or a member of a local authority;

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