Companies (Amendment) Act 2025 · As enacted
8. Amendment of section 206 of the principal enactment
Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.
Official translationFrom Department of Government Printing, unchanged
Section 206 of the principal enactment is hereby amended by the repeal of subsections (2) and (3) thereof and the substitution therefor, of the following new subsections: -
Interpretation.
“(2) Where a company intends to remove a director and appoint a new director in the place of the director so removed, a special notice shall be given to all shareholders of the company and it shall be the duty of the secretary to the company to send a copy of the special notice to the director who is to be removed. Such director shall be entitled to be heard at such meeting irrespective of whether or not such director is a shareholder of that company.
Upon the receipt of the special notice under subsection (2), the director concerned may, within fourteen working days from the date of receipt of the special notice make a representation to the company in writing requiring the company to notify each shareholder of the company.
The secretary to the company shall forthwith send a copy of the representation to every shareholder of the company. Where a copy of the representation has not been sent due to negligence of the company or due to the fact that the representation was received after the expiry of a period specifi ed therein, the secretary to the company shall read out the representation at the meeting, if such director so requires:
Provided that where the company is able to satisfy the court that the provisions of this section are being abused by the director concerned in order to secure unnecessary publicity of a defamatory nature, the company may seek an order of the court for costs to be paid by such director, and to refrain from sending such representation to the shareholders or reading such representation at the meeting.”.