Securities and Exchange Commission of Sri Lanka Act 2021 · As enacted · Part V · Market Misconduct
138. Information in possession of an officer of a company
Official English translation. The Sinhala text prevails.
Official translationFrom Department of Government Printing, unchanged
In this Chapter, a company is deemed to possess any information-
which an officer of the company-
possesses and which came into his possession in the course of his duties as an officer of the company; or
knows or could reasonably be expected to know because he is an officer of the company;
which an officer of the company possesses and which came into his possession in the course of his duties as an officer of a related company of the first mentioned company where-
the officer is an insider by reason of being in possession of the information;
the officer is involved in the decision, transaction or agreement of the first mentioned company in acquiring or disposing of securities in relation to which the officer is an insider or entering into an agreement to acquire or dispose of such securities, procuring another person to acquire or dispose of such securities or enter into an agreement to do so or communicating the information in circumstances referred to in subsections (2) and (3) of section 137; or
it is reasonable to expect that the officer would communicate the information to another officer of the first mentioned company acting in his capacity as such unless it is proved that the information was not in fact so communicated.
In this section “information” refers to information which a company is deemed to possess and “insider” means a person in possession of such information.
It shall be a defense for a company accused of contravening subsections (2) or (3) of section 137 by entering into a transaction or agreement if the company proves that-
the decision to enter into the transaction or agreement was taken on behalf of the company by a person or persons other than an officer of the company in possession of the information;
the company had in operation at that time arrangements that could reasonably be expected to ensure that-
the information was not communicated to a person or one of the persons who was involved in or made the decision to enter into or be involved in the transaction or agreement;
no advice with respect to the decision to enter into or be involved in the transaction or agreement was given to that person by the person in possession of the information; or
the person in possession of the information would not be involved in the decision to enter into or be involved in the transaction or agreement; and
the information was not communicated, no such advice was given and the person in possession of the information was not involved in the decision to enter into or be involved in the transaction or agreement.
Part VI
Finance
Part VII