පාර්ලිමේන්තු පනත · පනවන ලද පරිදි
National Development Bank of Sri Lanka (Amendment) Act 1992
ප්රතිචාර සහ සහායනිල ඉංග්රීසි පරිවර්තනය. එය සිංහල හෝ දෙමළ පාඨයට වඩා වෙනස් නම් බලපවත්වන පාඨය කුමක්දැයි පනතේම සඳහන් වේ.
Changes to the law on a national development bankනිල පරිවර්තනය, ස්කෑන් කළ පිටපතකින් කියවන ලදීDepartment of Government Printing හි ස්කෑන් කළ PDF ගොනුවෙන්, OCR මගින් කියවන ලදී; දෝෂ තිබිය හැක
s 1Short title
This Act may be cited as the National Developmert
Bank of Sri Lanka (Amendment) Act, No. 10 of 1992.
s 2Amendment of section 6 of Act No. 2 of 1979
Section 5 of the National Development Bank of Sri
Lanka Act, No. 2 of 1979 (hereinafter referred to as the
“principal enactment”) is hereby amended in subsection (1) of that section by the substitution in paragraph (a)
for the words “providing medium-term and long term credit”, of the words “providing credit”.
s 3Amendment of section 6 of the princi enactment,
Section 6 of the principal enactment is hereby amended as follows :—
in paragraph (a) of that section, by the substitution for the words “grant loans and advances to any enterprises”, of the words “grant loans and advances with or without security to any enter-prises”
; and
by the insertion immediately after paragraph (k) of that section of the following new paragraph:—
to undertake and execute any trusts the undertaking whereof may seem desirable;”.
s 4Amendment of sectitn 7 of the principal enactment
Section 7 of the principal enactment is hereby amended in paragraph (c) of that section by the substitution for the words “establish a provident fund, and”, of the words
“ establish a provident fund and a pensions fund or scheme for the benefit of its officers and servants, and to make contributions to such fund or scheme, and”.
s 5Replacement of section 8 of the principal enactment
Section 8 of the principal enactment is hereby repealed and the following section substituted therefor:
“ Board of 8.
;
The Bank shall have a Board of
Directors.
Directors of not less than five and not more than ten members consisting of both nominated and elected directors nominated or elected, as the case may be, under section 8a or 8B.
D 020920—8,455 (91/12)
National Development Bank of Sri Lanka
The General Manager shall be an ez-officio member of the Board of Directors without the right to vote at any meeting of such Board of Directors. ”.
s 6Insertion of new sections 8a, 88 and 8c in the principal enactment
The following new sections are hereby inserted immediately after section 8, and shall have effect as sections 8a, 88 and 8c of the principal enactment :—
‘ Nominated
8a.
Directors
The Minister shall nominate as members of the Board of Directors—
three persons, one of whom shali be a senior officer of the Central Bank where the Government of Sri Lanka or the Central Bank or both parties together holds or hold twenty five per-centum or more of the issued share capital of the Bank; or
two persons, one of whom shall be a
Senior officer of the Central Bank where the Government of Sri Lanka or the Central Bank or both parties together holds or hold less than twenty-five per centum of the issued share capital of the Bank.
A person nominated as a director under this subsection is hereinafter referred to as a “nominated director”.
A nominated director shal] hold office for a term of four years:
Provided however, where the percentage of shares held by the Government of Sri
Lanka or the Central Bank or both parties
National Development Bank of Sri Lanka together, is reduced after the nomination of such directors under subsection (1), to such an extent as would require an increase in the number of elected directors, the Minister shall request one or two, as the case may be, of nomniated directors to resign from office and where such director or directors, as the case may be, fails or fail to resign from office, remove such director or directors from office.
The Minister may without assigning any reason therefor remove a nominated director from office.
A nominated director may resign his office by a letter in that behalf addressed to the Minister,
Where a nominated director is temporarily unable to perform the duties of his office by reason of ill-health or other infirmity or absence from Sri Lanka, the
Minister may nominate another person to act as his alternate at Board meetings and the person so nominated shall have a right tu vote at such meetings.
In the event of the vacation of office by death, resignation or removal of a nomina-ted director, otherwise than by resignation or removal under the proviso to subsection (2)
the Minister shall nominate another person to fill such vacancy. The person so nominated shall hold office for the unexpired period of office of the member whom he succeeds.
8s.
Elected directors
The elected Directors of the
Board shall be elected by the shareholders of the Bank (other than the Government of
Sri Lanka and the Central Bank) at every
Annual General Meeting of the sareholders of the Bank, on the basis of one member for every such ten per centum of the total issued share capital of the
Bank as is owned by persons other than the Govern-ment of Sri Lanka and the Central Bank so however, that the number of the directors so elected shall not exceed the diffe:Jnce between the maximum number of
4
National Development Bank of Sri Lanka directors of the Board of Directors specified under section 8 and the number of directors that may be nominated by the Minister under section 8a.
Example
If the percentage of the total issued share capital of the Bank owned by shareholders
(other than Government and, the Central
Bank) is forty per centum, such shareholders shall be entitled to elect four members.
The shareholders of the Bank (other than the Government of Sri Lanka and the
Central Bank) may, at a meeting of such shareholders convened by the Chairman at the request of five or more of such share-holders remove an elected director from office and elect another director in his place.
An elected director may resign his office by letter addressed to the Chairman in that behalf.
Where an elected director
Is temporarily unable to perform the duties of his office by reason of ill-health or other infirmity or absence from Sri Lanka, such director with the coneurrance of the Board of Directors may appoint another person to act as his alternate at Board meetings and the person so appointed shall have a right to vote at such meetings.
In the event of the vacation of office by death or resignation of an elected director or in the event of the number of elected directors being increased as a result of an increase in the shareholdings of the share-holders (other than the Government of Sri
Lanka and the Central Bank), the Board of
Directors may appoint another person to All such vacancy and the person so appointed shall hold office until the first Anrual
General Meeting of the Bank to be held after the occurence of such vacancy at which meeting he shall be eligible for election . as a director.
National Development Bank of Sri Lanka
At every Annual General Meeting of the shareholders of the Bank one-third of the elected directors or where the number of elected directors is not three or a multiple of three, then the number nearest to one-third of that number, shall retire from office and new members elected to fill such vacancy or vacancies, as the case may be, unless the shareholders (other than the Government of
Sri
Lanka and the
Central
Bank)
expressly resolve not to fill such vacancy or vacancies or a resolution for the re-election of such retiring elected director or directors, as the case may be, shall have been put to such shareholders at such meeting and been lost or the shereholdings of the shareholders (other than the Govern-ment of Sri Lanka or the Central Bank) on the day preceding the date of such meeting does not justify the filling of such vacancy.
The elected director or directors who shall retire under subsecton (6) shall be the cisseter or directors who have served longest in office as at the date of the Annual
General Meeting referred to in that subsec-tion but as between elected directors who have served for periods of equal length at that date, the director who shall retire shall be determined by lot drawn by the Chairman of the meeting.
A retiring elected director shall be eligible for re-election.
8c.
The First Board of Directors
At the first Annual General
Meeting of shareholders of the Bank to be held after the date on which this section comes into force a Board of Directors
(in this section referred to as the “ First Board ”)
shall be constituted in the manner specified in subsection (1) of section 8a and subsection (1) of section 88.
The elected members of first Board shall hold office until the date of the next
Annual General Meeting of the shareholders
6
National Development Bank of Sri Lanka
(Amenement) Act, No. 10 of 1992
of the Bank immediately following the
Annual General Meeting referred to in subsection (1).
Subject to the provisions of subsection (2), the provisions of sections 8a and 8B relating to vacation office by death, resigna-tion or removal and the temporary absence of a member of the Board, shall apply to and in respect of the members of the first
Board. ’.
s 7Amendment vf section 10 of the principal tnactment,
Section 10 of the principal enactment is hereby amended by the substitution for the words “as may be determination by the Minister. ”, of the words “as may from time to time be determined by the shareholders of the Bank at an Annual General Meeting of such shareholders.”,
s 8Amendment of section 15 of the principal enactment
Section 15 of the principal enactment is hereby amended as follows :-—
by the repeal of subsection (1) of that section and the substitution therefor of the following subsection :—
The Board of Directors shali elect from among themselves a Chairman.”
;
in subsection (2) cf that section, by the substitution for the words “date of appointment.”, of the words
“date of election.”
;
in subsection (3) of that section by the substitution for the words “shall be appointed in his place”, of the words “shall be elected in his place”;
in subsection (4) of that section, by the substitution for the words “ eligible for reappointment.”, of the words “eligible for re-election.”
; and
by the repeal of subsection (5) of that section.
s 9Amendment ot section 16 of the principal enactment,
Section 16 of the principal enactment is hereby amended in subsection (3) of that section by the substitu-tion for the words “presence of the General Manager or the acting General Manager and two Directors all of whom”, of the words “ presence of the General Manager or the acting General Manager and one director both of whom”,
National Development Bank of Sri Lanka
s 10Replacement af section 21 of the principal enactment
Section 21 of the principal enactment is hereby repealed and the following section substituted therefor
:—
“ Capital of
21. (1) The authorized capital of the the Bank.
Bank shall be two thousand million rupees divided into two hundred million shares of ten rupees each.
The Bank may offer such of the shares referred to in subsection (1) as have not been alloted under section 22, to the public for subscription at such time or times in such amount or amounts and in such manner as may be determined by the Board of Directors and upon payment being made for such shares shall, subject to the provi-sions of subsection (28) of section 22, allot such shares to the respective purchasers. ”.
li. Section 22 of the principal enactment is hereby amended as follows :-—
Amendment of section 22 of the principal enactment.
by the repeal of subsection (2) of that section and the substitution therefor of the following subsec-tion :—
The shareholders referred to in subsection (1) shall have power to—
sell all or any of their shares in the
Bank
;
convert, with the approval of the Minis-ter all or any of their shares in the
Bank into bonds, debentures or pre-ference shares issued by the Bank subject to such terms and conditions as may be approved by the Minister.”;
by the insertion immediately after subsection (2) of that section of the following new subsections :—
“ (2a) The Board of Directors may, with the concurrence of the Minister cancel any pro-missory notes issued to the Bank by any of the shareholders referred to in paragraphs (b), (c) and (d) of subsection (1), and upon
8
National Development Bank of Sri Lanka such cancellation, the issued share capital of the Bank shall be deemed to be reduced to the extent of the value of the promissary notes cancelled.
The Bank shall not allot any shares under subsection (2) of section 21 or register any shares—
in the name of any company, incor-porated body or an individual, if such allorment or registration would result in such company, incorporated body or individual owning more than fifteen per centum, of the total issued share capital of the Bank
;
in the name of a company and any one or more of the following :—
any of its subsidiaries
;
its holding company
;
a subsidiary of its holding com-pany; or
a company in which such com-pany or its subsidiary or its holding company or a subsidiary of its holding company has a substantial interest, if such allotment or registration would result in such company and one or more of the person referred to in sub-paragraphs (i). (ii),
and (iv) owning, in the aggregate, more than fifteen per centum of the total jssued share capital of the Bank;
in the name of an individual and of any one or more of the following :—
his close relations
;
a company in which he has a sub-stantial interest or in which has close relation has a substantial interest
;
National Development Bank of Sri Lanka
the subsidiary of a company referred to in sub-paragraph (ii) ;
a holding company of a company referred to in sub-paragraph (ii) ;
a subsidiary of a holding company of a company referred to in sub-paragraph (ii) ;
a company in which a company, referred to in sub-paragraph (ii)
cr its subsidiary or its holding company or a subsidiary of its holding company has a substan-tial interest
; or
(<i) an incorporated body other than a company in which such indt-vidual or his close relation has substantial interest, if such allotment or registration would result in such incividual and one or more of the per-sons referred to in sub-paragraphs (i), (ii),
PU, Cyy, (v), (vi) and (vii)
owning, in the aggregate, more than fifteen per centum of the total issued share cap‘tal of the Bank.
A company or individual shall be deemed to have a substantial interest in a company or incorporated body other than a company within the meaning of this subsection where such company or individual owns more than fifty-one per centum of shares in such com-pany or incorporated body, as the case may be.”;
in subsection (4) of that section, by the substitution for the words and figures “this section or section 57.”, of the words and figures “section 2! or this section.” ; and
‘(4) by the addition immediately after subsection (4) of that section, of the following new subsection
:—
‘ (5) For the purpose of subsection (28)—
“ close relation ” in relation to a person means a parent, spouse, or child of that per-son cr the spouse of a child of that person
;
Amendment of new 10
National Development Bank of Sri Lanka
“subsidiary ” has the meaning assigned to it by subsection (1) c€ section 8 of the Banking Act, No. 30 of 19¢5.’.
i
2. Section 26 of the principal enactment is hereby amended as follows :—
of section 26 of the principal enactment
by the addition, at the end of that section, of the following new subsection :—
“ (3) Notwithstanding the provisions of sub-sections (1) and (2), the Bank may frot time to time borrow sums of money from any licensed commercial bank on such terms and conditions as may be mutually agreed to between them.” ;
by the addition, immediately after this section, of the following paragraph : —
‘For the purpose of this section “licensed com-mercial bank” means a licensed commercial bank within the meaning of the Banking Act. No. 30 of 1988’; and
by the substitution for the marginal note to that section of the following marginal note :—
“Temporary borrowings from the Central Bank and licensed commercial banks.”
s 13Kepeal of section 36 of the principal enactment
Section 36 of the principal enactment is hereby repealed.
s 14Repeal of Part IV of the principal enactment
Part IV of the principal enactment is hereby repealed.
s 15Insertion
The following new sections are hereby inserted immediately after section 66 and shall have effect as sections 66a and 668 of the principal enactment
:—
sections 66A and 66s in the principal enactment.
Wational Development Bank of Sri Lanka
“Bank 66a. The Bank shall be deemed to be a deemed bank. Pank within the meaning of Chapter VI ot within the the Evidence Ordinance notwithstanding the of the =
fact that it does not accept demand deposits
Evidence and accordingly, the provisions of that
Ordinance.
Chapter shall apply to and in relation to the
Bank.
Annual
668. An Annual General Meeting of the
Meeting.
shareholders of the Bank shall be held within nine months after the close of each financial year of the Bank at which the Annual Report and Accounts presented by the Board of
Directors shall be considered and decisions as to the declaration of dividends taken. The manner of summoning the Annual General
Meeting and the procedure for transaction of business at such meeting shall be as prescribed.
At every Annual General
Meeting, elected directors shall be elected to the Board of Directors in accordance with the shareholdings in the Bank on the day prece-ding the date of such meeting. ”.
s 16Repeal of section 79 of the principal enactment
Section 79 of the principal enactment is hereby repealed.
s 17Amendment of the Schedule to the principal enactment
The Schedule to the principal enactment is hereby amended as follows :—
in ‘FORM A’ of that Schedule, by the omission of all the words from “Given under the Seal of the
Bank”, to “General Manager of the Bank.”; and
in “FORM B’ of that Schedule, by the omission of all the words from “ Given under the Seal of the
Bank ”, to “ General Manager of the Bank.”.
s 18Saving clause
The members of the Board Directors holding office on the day immediately prior to the date of commencement of this Act shall notwithstanding anything in the principal enactment cease to hold office with effect from the date of the first Annual General Meeting of shareholders of the
Bank to be held after the date of commencement of this Act.
s 19Sinhala text to prevail in case of inconsistency
In the event of any inconsistency between the Sinhala and Tamil texts of this Act, the Sinhala text shall prevail.