REGISTERED STOCK AND SECURITIES ordinance

Arrangement of Sections

1. Short title.

2. Issue of registered stock, promissory notes, Bearer Bonds, and Treasury Bonds for the purpose of raising authorised loans.

3. Loans to be a charge upon Consolidated Fund.

4. Minister in charge of subject of Finance to specify mode of raising loan and other particulars.

5. Registrar to mark necessary arrangements make.

5A. Restriction on purchase of stocks and securities.

REGISTERED STOCK

6. Register of stock.

7. Liability of Government in respect of issue of registered stock.

8. Stockholders.

9. Registration of first stockholders.

10. Stock certificates.

11. Transfer of registered stock.

12. Registration of transfers of stock.

13. Payment of interest to joint stockholders.

14. Closing of register.

15. Alteration of register.

16. Register to be conclusive evidence of facts entered therein.

GOVERNMENT PROMISSORY NOTES

17. Government promissory notes.

18. Manner and effect of endorsement.

19. Right of survivors of joint or several payees of promissory notes.

BEARER BONDS

20. Bearer Bonds.

21. Interest coupons.

Treasury Bonds

21A. Treasury Bonds.

21B. Treasury Bonds in the form of written certificates.

21C. Issue, trading and maintenance of records of Scripless Treasury Bonds.

21D. Direct Participants.

21E. Dealer Direct Participants.

21F. Transfer of Scripless Treasury Bonds.

PAYMENT OF INTEREST AND REDEMPTION OF STOCK AND SECURITIES

22. Appropriation of revenue for payment of interest.

23. Payment of interest.

24. Cessation of liability to pay interest.

25. Place of payment.

26. Payment to minors and persons of unsound mind.

SINKING FUNDS

27. Appropriation of revenue for sinking fund.

28. Separate sinking fund for each loan.

29. Investment of sinking fund.

30. Investment of interest on sinking fund.

30A. Manner of dealing with income from investments of Joint Investment Fund.

31. Cessation of contributions to sinking fund.

32. Expenses to be paid out of sinking fund.

33. Deficiency in sinking fund to be a charge upon revenue.

33A. Minister to make declaration that no contribution shall be made to the sinking fund with effect from date of declaration.

CONVERSION OF LOANS

34. Power of Minister in charge of subject of Finance to authorise conversion of loans generally.

35. Arrangements for conversion.

ISSUE OF DUPLICATES AND RENEWALS OF STOCK CERTIFICATES AND SECURITIES

36. Issue of duplicate stock certificates.

37. Issue of duplicate securities.

38. Renewal of stock certificates and securities.

39. Right of Registrar to compel renewal of securities.

40. Renewal of promissory note in case of dispute as to title.

41. Exchange of registered stock and securities.

42. Consolidation and subdivision of stock and securities.

43. Liability in respect of promissory note renewed.

44. Indemnity Bonds.

45. Immediate discharge in certain cases.

46. Discharge in other cases.

47. Summary procedure in special cases.

MISCELLANEOUS

48. Registrar and trustees.

49. Signature of Registrar may be printed on stock or securities.

50. Holding of stock and securities by holders of public and other offices.

51. Notice of trust not receivable save as provided.

52. Seizure of stock or securities by Fiscal.

53. Exemption from stamp duties.

53A. Power of Central Bank exercised by officers etc.

53B. Protection of Action.

54. Inspection of register and documents.

55. Regulations.

56. Delegation of powers of Minister in charge of subject of Finance.

56A. Offences.

56B. Offence of Directors and officers.

57. Savings.

58. Interpretation.

7 of 1937,

58 of 1949,

51 of 1983,

3 of 1985,

32 of 1995,

2 of 2004.

AN ORDINANCE to make provision for the creation and issue of registered Bonds for the stock, government promissory notes, Bearer Bonds and Treasury Bonds purpose of raising loans in Sri Lanka.

[Date of Commencement: 1st April, 1937]

1. Short title.

This Ordinance may be cited as the Registered Stock and Securities Ordinance.

2. Issue of registered stock, promissory notes, Bearer Bonds, and Treasury Bonds for the purpose of raising authorised loans.

(1) Whenever by any enactment, whether enacted before or after the date on which this Ordinance comes into operation, authority has been or is hereafter given to raise any sum of money by way of loan for any purpose mentioned in that enactment, or whenever it is necessary to raise any sum of money for the purpose of repaying any loan raised by the Government under this Ordinance or any other enactment, the Minister in charge of the subject of Finance may from time to time raise such sum or any part thereof under the provisions of this Ordinance in any one or more of the following modes—

(a) by the creation and issue of registered stock;

(b) by the issue of securities in the form of Government promissory notes;

(c) by the issue of securities in the form of Bearer Bonds;

[S 2(1)(c) subs by s 3 of Act 32 of 1995.]

(d) by the issue of securities in the form of Treasury Bonds.

[S 2(1)(d) subs by s 3 of Act 32 of 1995.]

(2) Registered stock or securities issued under this Ordinance for the purpose of raising any specified sum of money shall be deemed to be stock or securities issued in respect of a separate loan notwithstanding that the sum of money so raised is part only of a sum of money authorised by any other enactment to be raised by way of a loan.

3. Loans to be a charge upon Consolidated Fund.

The principal moneys and interest represented or secured by any registered stock or securities issued under this Ordinance are hereby charged upon and shall be payable out of the Consolidated Fund and assets of Sri Lanka.

4. Minister in charge of subject of Finance to specify mode of raising loan and other particulars.

(1) The Minister in charge of the subject of Finance shall, in respect of each loan to be raised under this Ordinance, specify by Order published in the Gazette

(a) the sum of money to be raised by that loan;

(b) the modes of raising the loan and the manner in which such loan is to be raised;

[S 4(1)(b) subs by s 4 of Act 32 of 1995.]

(c) the rate of interest payable on the loan, or the method of determination of the rate of interest payable;

[S 4(1)(c) subs by s 4 of Act 32 of 1995.]

(d) the dates on which interest on the loan shall be payable;

[S 4(1)(d) subs by s 4 of Act 32 of 1995.]

(e) the rate at which, and the periods the end of which appropriation out of the Consolidated Fund and assets of Sri Lanka shall be made as a contribution to the sinking fund established for the purpose of redeeming that loan and the date from which such contributions shall commence;

[S 4(1)(e) subs by s 4 of Act 32 of 1995.]

(f) the date of redemption of the registered stock or securities to be issued for the purpose of raising that loan.

(2) The date of redemption of any registered stock or securities shall not be later than sixty years from the date of issue of such stock or securities.

(3) Where the Minister in charge of the subject of Finance deems it expedient to reserve an option to redeem any registered stock or securities at any date earlier than the date of redemption specified for such stock or securities by the Order under subsection (1), he shall by that Order further specify the terms and conditions on which such stock or securities may be redeemed at any earlier date.

5. Registrar to mark necessary arrangements make.

Upon the publication under section 4 of an Order of the Minister in charge of the subject of finance in respect of any loan to be raised under this Ordinance, the Registrar may, subject to the provisions of that Order and to such further directions as the Minister in charge of the subject of Finance may issue in that behalf, make all such arrangements as may be necessary to raise that loan upon the most favourable terms that can be obtained.

5A. Restriction on purchase of stocks and securities.

(1) Any application or bids for the purchase of registered stock or securities may, having regards to the interest of the national economy, be restricted to primary dealers and designated non-dealer bidders.

[S 5A re-numbered as S 5A(1) by s 2 of Act 2 of 2004.]

(2) Without prejudice to anything contained in this Ordinance particularly the provisions of sections 21B, 21C, 21D, and 21F, the Central Bank shall regulate, supervise and monitor the primary dealers and the designated non-dealer bidders with respect to their transactions in Treasury Bonds issued in the form of written certificates.

[S 5A(2) ins by s 2 of Act 2 of 2004.]

REGISTERED STOCK

6. Register of stock.

The Registrar shall keep a register in respect of each issue of registered stock under this Ordinance.

7. Liability of Government in respect of issue of registered stock.

The Government of Sri Lanka shall be bound to pay to the person registered for the time being as the owner of any registered stock (hereinafter called the "stockholder”), the principal sum represented by that stock and the interest due thereon, in accordance with the provisions of this Ordinance, at the rate and on the dates specified by the Minister in charge of the subject of Finance by Order under section 4 or in pursuance of an option to redeem such stock reserved in that Order.

8. Stockholders.

For the purposes of this Ordinance, no person shall be entitled to any registered stock unless he is registered as a stockholder.

9. Registration of first stockholders.

No person shall be registered as the first stockholder of any registered stock except upon payment in full of the purchase price of that stock.

10. Stock certificates.

Every stockholder shall be entitled to obtain from the Registrar a stock certificate, that is to say, a certificate of the registration in the register of the name of that stockholder as the owner of the stock specified in that certificate. No stockholder of any stock, other than the first stockholder of that stock, shall be entitled to obtain a stock certificate except upon payment of the prescribed fee.

11. Transfer of registered stock.

(1) For the purposes of this Ordinance, the title of any stockholder to any registered stock shall not be deemed to be transferred to any other person except upon the execution of an instrument in writing signed by the stockholder and the transferee and upon the registration of that transferee as the stockholder in the manner hereinafter provided.

(2) Interest which has fallen due in respect of any registered stock but which has not been paid to the stockholder for the time being shall not be deemed to be payable to a transferee of that stock unless the instrument of transfer expressly provides for the payment of that interest to that transferee.

12. Registration of transfers of stock.

No person shall be registered as the transferee of any registered stock except upon payment of the prescribed fee and surrender to the Registrar of the stock certificate and the instrument of transfer relating to that stock.

13. Payment of interest to joint stockholders.

(1) Where two or more persons are registered as joint holders of any stock, it shall be lawful for the Registrar to pay any interest due thereon to the person whose name appears first in the register among those joint holders:

Provided, however, that where one or more of the joint holders, including the person whose name appears first in the register, is dead or under any legal disability, it shall be lawful for the Registrar on proof to his satisfaction of such death or disability, to pay such interest to that person whose name appears first on the register among the surviving joint holders or among the Joint holders who are not under any such disability;

Provided, further, that if the first of such joint holders or, if that joint holder is dead or under any legal disability, then if the first of the surviving joint holders or the first of the joint holders who are not under legal disability requests the Registrar in writing to pay the interest due on such stock to any specified person, it shall be lawful for the Registrar to pay such interest to that person accordingly.

(2) Nothing herein contained shall affect the rights of joint holders of any registered stock inter se or any claim which the representative of a deceased person may have against the survivor or survivors under or in respect of any registered stock to which subsection (1) applies.

14. Closing of register.

The register of stock shall be closed for a period of fourteen days immediately preceding each date on which interest on that stock falls due; and no transfer of that stock shall be registered during that period.

15. Alteration of register.

(1) No alteration shall be made in the register of stock except for the purpose of effecting or recording—

(a) a transfer of registered stock;

(b) an exchange of registered stock for securities or of securities for registered stock;

(c) a sub-division or consolidation of registered stock;

(d) a devolution or vesting of title to registered stock on or in any person by reason of the death or insolvency of a stockholder or otherwise;

(e) a seizure or sequestration of stock by process of law;

(f) a change in the name, title or designation of any stockholder:

Provided that the Registrar may at any time alter the register for the purpose of correcting any bona fide clerical or arithmetical error.

(2) No alteration shall be made in the register except upon—

(a) application made in such form as the Registrar may provide;

(b) proof to the satisfaction of the Registrar of the facts stated in the application and of any other matters relevant thereto; and

(c) payment of the prescribed fee.

16. Register to be conclusive evidence of facts entered therein.

The entries in the register of stock kept under this Ordinance shall be conclusive evidence of the facts, matters, particulars, and transactions to which those entries relate:

Provided that nothing herein contained shall affect the provisions of the Proof of Public Documents Ordinance.

GOVERNMENT PROMISSORY NOTES

17. Government promissory notes.

(1) Every promissory note shall be signed by the Registrar for and on behalf of the Government of Sri Lanka and shall, when issued, bind the Government of Sri Lanka to pay the principal sum mentioned in that note and the interest thereon in accordance with the provisions of this Ordinance, at the rate and on the dates specified in the Order of the Minister in charge of the subject of Finance under section 4 or in pursuance of an option to redeem such notes reserved in that Order.

(2) Promissory notes shall be issued in such denominations as the Minister in charge of the subject of Finance may direct.

(3) The provisions of section 10 of the Money Lending Ordinance shall have no application to any promissory note issued under this Ordinance.

18. Manner and effect of endorsement.

Notwithstanding anything in the Bills of Exchange Ordinance—

(a) no indorsement of a Government promissory note shall be valid unless made by the signature of the holder written on the back of the note in one of the spaces provided for that purpose;

(b) a person shall not, by reason only of his having indorsed a Government promissory note, be liable to pay any money due either as principal or as interest thereon.

19. Right of survivors of joint or several payees of promissory notes.

(1) Notwithstanding anything in any law to the contrary—

(a) when a promissory note is payable to two or more persons jointly, and either or any of them dies, the note shall be payable to the survivor or survivors of those persons; and

(b) when a promissory note is payable to two or more persons severally, and either or any of them dies, the note shall be payable to the survivor or survivors of those persons, or to the representative of the deceased, or to any of them.

(2) Nothing herein contained shall affect any claim which any representatives of a deceased person may have against the survivor or survivors under or in respect of any promissory note to which subsection (1) applies.

BEARER BONDS

20. Bearer Bonds.

(1) Every Bearer Bond shall be signed by the Registrar for and on behalf of the Government of Sri Lanka and shall, when issued, bind the Government of Sri Lanka to pay the principal sum mentioned in that Bond and the interest thereon in accordance with the provisions of this Ordinance, at the rate and on the dates specified in the Order of the Minister in charge of the subject of Finance under section 4 or in pursuance of an option to redeem such Bond reserved in that Order.

(2) Bearer Bonds shall be issued in such denominations as the Minister in charge of the subject of Finance may direct.

21. Interest coupons.

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