mercantile investments limited - articles

8/6/2019 Mercantile Investments Limited - Articles

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“Registered Office”

“presence or present”

Office

Listing Rules

CDS Rules

Company, including where the context sorequires or admits alternate directors, andthe directors assembled at a BoardMeeting.

Means the registered office for the time

being of the Company.

With regard to a shareholder at a meetingmeans presence or present personally orby proxy or by attorney duly authorized.

The Registered Office of the Company;

Listing Rules of the Colombo Stock Exchange and any amendment madethereto from time to time

The Rules of the Central DepositorySystem and any amendment made theretofrom time to time

Month Calendar month;

Year Calendar Year;

Working Day a day other than Saturday, Sunday or amercantile holiday.

In these Presents, if not inconsistent with the subject or context, the wordsshall have the same meaning attributed to them in the Act.

The expressions ‘the Secretary’ or ‘the Secretaries’ shall include anyindividual, firm or company appointed by the Board to perform any of theduties of the Secretary.

Words importing the singular number only shall include the plural and viceversa, the words importing the masculine gender shall include the femininegender, the words importing persons shall include corporations andcompanies.

The headings and marginal notes are inserted for convenience only and shallnot affect the construction of These Presents.



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3. The objects of the Company are –I. To carry out finance business in conformity with the provisions of

the Finance Companies Act, No. 78 of 1988 as amended from timeto time and in conformity with provisions of all written laws for thetime being in force and all Regulations, Directions, Determinations,Rules, Orders or requirements made, given or imposed thereunder.

II. To carry out finance leasing business in conformity with theprovisions of the Finance Leasing Act, No. 56 of 2000 as amendedfrom time to time and in conformity with provisions of all writtenlaws for the time being in force and all Regulations, Directions,Determinations, Rules, Orders or requirements made, given orimposed thereunder.

III. To enter into contracts and arrangements with other companies,firms or persons for the sale or purchase of any goods, vehicles orservices either by buying, selling, letting on hire, hire purchaseunder the Consumer Credit Act No. 29 of 1982 or easy paymentsystems or by financing or assisting other Companies, firms orpersons to purchase or sell on easy payment systems or otherwiselet on hire or hire purchase.

IV. To enter into contracts and arrangements with the InsuranceCorporation of Sri Lanka, National Insurance Corporation or anyother insurance company or corporation for the granting of orprocurement of certificates of insurance, policies of insurance andinsurance cover on easy payment systems and to finance or assistcompanies, firms or persons to obtain certificates of insurance,policies of insurance and cover and to obtain all necessary licensesand approvals in relation to the above, from the Insurance Board of Sri Lanka.

V. To carry on business as financiers, concessionaires, merchants andto undertake carry on and execute all kinds of financial operationsand operating leases, commercial, trading and other operations andto carry on any other business which may seem capable of beingconveniently carried on in connection with any of these objects orcalculated directly or indirectly to enhance the value of or facilitatethe realization of or render profitable to any of the Company’sproperty or rights.

VI. To advance deposit or lend and to accept advances, deposits, andloans of money, securities or property to with or from such personsand with or without security and on such terms as may seemexpedient and to discount, by, sell and deal in bills, notes, warrants,coupons and other negotiable or transferable securities ordocuments.

VII. To guarantee or become liable for the payment of money or

Objects



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performance of any obligations and generally to transact all kinds of guarantee business and as security for such guarantees to deposit,pledge, charge or mortgage any property, securities or assets of theCompany.

VIII. To purchase or otherwise acquire and to sell, exchange, surrender,

lease, hire, mortgage, charge, improve, manage, convert, turn toaccount, dispose of and deal with lands, buildings, property, shares,rights and choses and actions of all kinds.

IX. To employ experts to investigate and examine into the condition,prospects, value, character and circumstances of any businessconcerns and undertakings and generally of any assets, property orrights.

X. To seek for and secure openings for the employment of capital toacquire any concessions, grants, decrees or privileges whatsoeverwhich may seem to the Company capable of being turned intoaccount, and to work, develop, carry out, exercise and turn toaccount the same.

XI. To borrow, raise or secure the payment of money for the purpose of or in connection with the Company’s business.

XII. To mortgage and charge the undertakings and all or any of the realand personal property and assets, present or future, and all or any of the uncalled capital for the time being of the company, and to issueat par or at a premium or discount, and for such consideration andwith and subject to such rights, powers, privileges and conditions asmay be thought fit, debentures or debenture either permanent orredeemable or repayable, and collaterally or further to secure anysecurities of the Company by a trust deed or other assurance.

XIII. To subscribe for conditionally or unconditionally underwrite, issueon commission or otherwise, take hold, deal in and convertGovernment securities, stocks, shares and securities of all kinds andto enter into partnership or into any agreement for sharing of profits,union of interest, reciprocal concession or co-operation with anyperson, partnership or company or promote, aid in promotingconstitute, form or organize Companies, Syndicates or Partnerships

of all kinds for the purpose of acquiring and undertaking anyproperty and liabilities of this Company advancing directly orindirectly the objects thereof or for any other purpose which thisCompany may think expedient.

XIV. To issue and deposit any securities which the Company has powerto issue by way of mortgage to secure any sum less than thenominal amount of such securities, and also by way of security forthe performance of any contracts or obligations of the Company orof its customers or other persons or corporations having dealings



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with the Company, or in whose business or undertakings theCompany is interested, whether directly or indirectly.

XV. To grant pensions, allowances, gratuities and bonuses to directors orex-directors, officers, ex officers, employees or ex employees of theCompany or the dependants or connections of such persons, to

establish and maintain or concur in establishing and maintainingfunds or schemes (whether contributory or non contributory) with aview to providing pensions or other benefits for any such persons asaforementioned, their dependants, or connections, and to support orsubscribe to any charitable funds or institutions, the support of which may, in the opinion of the directors be calculated directly orindirectly to benefit the Company or its employees and to instituteand maintain any club or other establishment or profit sharingscheme calculated to advance the interests of the Company or itsofficers or employees.

XVI. To draw, make, accept, endorse, negotiate, discount and executepromissory notes, bills of exchange and other negotiableinstruments.

XVII. To carry on any other trade or business whatsoever, which can inthe opinion of the Board of Directors be advantageously carried onby the company in connection with or as ancillary to any of theabove business or the general business of the company.

XVIII. To purchase, take on lease or in exchange, hire or otherwise acquireand hold for any estate or interest any lands, buildings, easement,rights, privileges and any real or personal property of any kindnecessary or convenient for the purpose of or in connection with theCompany’s business or any branch or department thereof.

XIX. To invest and deal with the moneys of the Company notimmediately required for the purpose of its business in or upon suchinvestments or securities and in such manner as may from time totime be determined.

XX. To pay for any property or rights acquired by the Company, eitherin cash or fully or partly paid up shares, with or without preferred ordeferred or guaranteed rights in respect of dividend or repayment of capital or otherwise, or by any securities which the Company has

power to issue or partly in one mode and partly in another, andgenerally on such terms as the Company may determine.

XXI. To accept payment for any property or rights sold or otherwisedisposed of or dealt with by the Company, either in cash, byinstalments or otherwise or in fully or partly paid-up shares of anycompany or corporation with or without deferred or preferred orguaranteed rights in respect of dividend or repayment of capital orotherwise, or in debentures or mortgage debentures or debenture-stock, mortgages or other securities of any company or corporation



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or partly in one mode and partly in another, and generally on suchterms as the Company may determine, and to hold, dispose of orotherwise deal with any share, stock or securities so acquired.

XXII. To deal with or dispose of the undertaking and all or any of theproperty and assets for the time being of the Company for such

consideration as the Company may think fit.

XXIII. To amalgamate with any other company whose objects are orinclude objects similar to those of this Company, whether by sale orpurchase (for fully or partly paid-up shares or otherwise) of theundertakings subject to the liabilities of this or any such othercompany as aforesaid with or without winding-up, or by sale orpurchase (for fully or partly paid up shares or otherwise) of all or acontrolling interest in the shares or stock Of this or any such othercompany as aforesaid, or by partnership, or any arrangements of thenature of partnership or in any other manner.

XXIV. To distribute among the members in specie any property of theCompany or any proceeds of sale or disposal of any property of theCompany, but so that no distribution amounting to a reduction of capital be made except with the sanction (if any) for the time beingrequired by law.

XXV. To undertake and execute any trusts the Undertakings whereof mayseem desirable, and gratuitously or otherwise.

XXVI. To adopt such means of making known the business and servicesprovided by the Company as may seem expedient and in particularby advertising in the press, by circulars, by purchase and exhibitionof works or art or interest, by publication of books and periodicalsand by granting prizes, rewards and donations.

XXVII. To appoint, engage, employ, maintain, provide for and dismissAttorneys, Agents, Superintendents, Managers, Clerks, Labourersand servants in Ceylon or elsewhere and ,tci remunerate any such atsuch rate and in such manner as shall be thought fit.

XVIII. To promote freedom of contract and to resist, insure against,counteract, and discourage interference therewith, and to subscribeto any association or fund for any such purpose.

XXIX. To purchase or otherwise acquire and undertake all or any part of the business property, assets, liabilities and transactions of anyperson firm or company carrying on any business which thiscompany is authorized to carryon.

XXX. To do all or any of the above things in any part of the world, andeither as Principal Agents, trustees, contractors or otherwise andeither alone or in conjunction with others and either by or throughagents, sub-contractors, trustees or otherwise.



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XXXI. To pay all expenses incidental to the formation or promotion of this

or any other company and to remunerate any person or company forservices rendered or to be rendered in placing or assisting to placeor guaranteeing the placing of any of the shares or in debenture orother securities of the Company or if or about the promotion,

formation or business of the Company or of any other companypromoted wholly or in part by this Company.

XXXII. To do all such other things as are incidental or conducive to theabove objects or any of them.

XXXIII. To carry on the business of recruiting employees of everykind, character and description including technicians, skilled andsemi skilled labour, drivers housemaids, fitters, electricians, nursingstaff, hotel staff, clerical servants, doctors, engineers and otherprofessionals for local or foreign firm, person or company or forstate or municipal authority and carry on the business asconsultants, advisers, organisers, promoters and agents in theRepublic of Sri Lanka and other foreign countries.

XXXIV. To train, appoint, promote, transfer, transport, accomodatepersonnel for skilled and unskilled occupations of all descriptionseither for direct employment or for and on behalf of any otherperson association, corporation, institution or Company either in SriLanka or in any other part of the world, directly or indirectly orthrough any other person, institution, corporation, company.

XXV. To act as agents or Attorney for any person, Company orundertaking and to act as Secretaries for Companies.

XXXVI. To guarantee indemnify or become liable for the payment of money or for the performance of any obligation by any otherCompany firm or person and to give any kind or security for thepayments of such money or the performance of such obligation bysuch other Company, firm or person and generally to transact allkinds of guarantee business counter guarantee business and for theaforesaid purpose to enter into any contract or contracts orsuretyships to waive all or any of the privileges to which suretiesare by law entitled, and to secure or if necessary an obligation orobligations undertaken by the Company as guarantor or co

guarantor or otherwise by mortgage, charge, assignment, orotherwise of the whole or any part of the undertaking propertyassets or revenue of the Company at present or in the futureincluding its uncalled Capital.

The objects set forth in any sub-clause of this clause shall not exceptwhen the context expressly so requires be in any wise limited orrestricted by reference to or inference from the terms of any other sub-clause, or by the name of the company. None of such sub-clauses orthe objects therein specified or the powers thereby conferred shall be



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deemed subsidiary or auxiliary merely to the objects mentioned in thefirst sub-clause of this clause, but the Company shall have full power toexercise all or any of the powers conferred by any part of this clause inany part of the world and notwithstanding that the businessundertaking, property or acts proposed to be transacted acquired, dealtwith or performed do not fall with the objects of the first sub-clause of

this clause.

4. SHARES

(1) Subject to articles 4(2) and 4(3), of these articles, the Board may issuesuch shares to such persons as it thinks fit in accordance with section

51 of the Act. Where the shares confer rights other than thosespecified in subsection (2) of section 49 of the Act, or impose anyobligation on the holder, the Board must approve the terms of issuewhich set out the rights and obligations attached to the shares asrequired by subsection (2) of section 51 of the Act.

(2) Before it issues shares, the Board must decide the consideration forwhich the shares will be issued. The consideration must be fair andreasonable to the Company and to all existing shareholders.

(3) Where the Company issues shares which rank equally with or prior toexisting shares, those shares must unless the Company determinesotherwise by Special Resolution be offered to the holders of theexisting shares in a manner which would, if accepted, maintain therelative voting and distribution rights of those shareholders. The offermust remain open for acceptance for a reasonable time. The companymay at a time of making said offer request the holders of existingshares who desire an allotment of shares in excess of their respectiveproportions to state how many of the excess shares he or she desiresshould any of the existing holders of shares expressly decline toaccept the whole of their respective proportions. The shares sodeclined may be allotted in such numbers as the Directors decide ormay be allotted and issued to such other persons as the Directorsconsider appropriate. Provided however that an issue of RedeemablePreference Shares carrying a fixed or variable coupon shall notrequire an offer to be made to the holders of existing shares.

(4) Subject to Article 4(1) the Board may issue any shares with anypreferential rights or privileges or subject to any special terms orconditions with or without any special designation and from time totime to modify, commute, abrogate, or deal with any rights,privileges, terms conditions or designations for the time beingattached to any class of shares in accordance with the provisions

Issue of shares



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herewith.

(5) Nothing in these Presents contained shall preclude the Board fromrecognizing and acting on a renunciation of allotment of any share bythe allottee thereof in favour of any other person.

(6) The rights attached to shares shall not, unless otherwise expresslyprovided by the terms of issue of that class, be deemed to be variedby the creation or issue of further shares ranking pari passu therewith.

5. In the event of the Directors having issued any shares which are partly paid,the Directors may from time to time make calls upon the holders of suchshares in respect of any money unpaid on their shares, subject to a period of not less than fourteen (14) days notice being given for payment. Any amountnot paid by the due date shall carry interest at a rate fixed by the Board notexceeding 10% per annum, accruing daily. The Board may waive payment of interest.

Calls onshares

6. (1) The Company may by Special Resolution reduce its stated capital tosuch amount as it thinks appropriate in accordance with section 59 of the Act.

(2) The Company shall in accordance with Article 9 (vi) issue a sharecertificate for the number of shares consequent to such reduction inlieu of the share certificates held by the shareholder.

Reduction of stated capital

(3) The Company may agree to purchase or otherwise acquire its ownshares with the approval of the Board.

(4) Before the Company offers or agrees to purchase its own shares, theBoard of the Company should resolve that –

(i) the acquisition is in the interests of the Company;

(ii) the terms of the offer or agreement and the consideration to bepaid for the shares is in the opinion of the Company’s auditors afair value; and

(iii) it is not aware of any information that has not been disclosed toshareholders which is material to an assessment of the value of the shares, and as a result of which the terms of an offer or theconsideration offered for the shares are unfair to shareholdersaccepting the offer.

(5) Before the Company -

(i) makes an offer to acquire shares other than in a manner whichwill if it is accepted in full, leave unaffected the relative voting

Purchase of

shares by theCompany



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and distribution rights of all shareholders; or

(ii) agrees to acquire shares other than in a manner which leavesunaffected the relative voting and distribution rights of allshareholders;

the Board shall resolve that the making of the offer or entry into theagreement, as the case may be, is fair to those shareholders to whomthe offer is not made or with whom no agreement is entered in to.

(6) The share which may be so purchased shall be cancelledimmediately upon purchase.

7. (1) The Company may issue shares which are redeemable,

(i) At the option of the Company;

(ii) At the option of the holder of the share;

(iii) On a date specified in these presents;

Redemption would be for a specified consideration by the Board at thetime of issue or a consideration which is calculated on a formula or tobe fixed by an independent financial advisor having such qualificationsas the Board may think fit.

(2) The Company may exercise the option referred to in 7(1)(i) above, onlyafter the Board has resolved that the redemption is in the interests of the Company.

(3) Where shares are redeemed in accordance with article 7(1)(ii) and theholder of the share gives proper notice to the Company requiring theCompany to redeem the share,

(i) the Company should redeem the share on the date specifiedin the notice or if no date is specified, on the date of thereceipt of the notice;

(ii) the share should be cancelled on the date of redemption; and

(iii) from the date of redemption the former shareholder will

rank as an unsecured creditor of the Company for the sumpayable on redemption.

(4) Where shares are redeemed in accordance with article 7(1) (iii) ;

(i) the Company should redeem the shares on that date;

(ii) the share is deemed to be cancelled on that date;

from the date specified in article 7(1)(iii), the former shareholder

Redeemableshares



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ranks as an unsecured creditor of the Company for the sum payableon redemption.

8. (1) The Company may by Ordinary Resolution and subject to the provisionsof the Act,

(i) consolidate or split (i.e. sub divide) all or all shares of any particularclass of shares in issue in such proportions as it may seem fit, in amanner which would leave the relative voting and distribution rightsof all shareholders substantially unaffected;

(ii) capitalize any part of the amounts for the time being standing to thecredit of any of the Company’s reserve accounts in a manner whichwould leave the relative voting and distribution rights of allshareholders substantially unaffected;

(2) The consolidation, split or capitalization shall take effect on such day asmay be determined in the said resolution or by the Board.

(3) The Company shall within one month issue a share certificate for thenumber of shares consequent to such consolidation and split in lieu of the share certificates held by the shareholder.

(4) In the event of a shareholder becoming entitled to a fraction of a share,consequent to the consolidation, split or capitalization, the Directorsshall have the power to sell such fractional entitlements and donate theproceeds therefrom to a charity of their choice.

Consolidation,splitting andcapitalization

SHARE REGISTER, SHARE CERTIFICATES AND TRANSFERAND TRANSMISSION OF SHARES

9. (i) The Company must maintain a share register, which complies withsection 123 of the Act. The share register must be kept at the registeredoffice of the Company or any other place in Sri Lanka, notice of whichhas been given to the Registrar in accordance with subsection (4) of section 124 of the Act.

(ii) Where shares are to be transferred, a form of transfer signed by theholder or by his legal representative shall be delivered to the Company.The transfer must be signed by the transferee if the share imposes anyliability on its holder.

(iii) (a) The Board may resolve to refuse to register a transfer of a sharewithin six weeks of receipt of the transfer, if any amount payable tothe Company in respect of the share is due but unpaid. The Boardmay decline to register any share in the name of more than three(03) persons as the joint holders (except in the case of executors,administrators or heirs of a deceased member). If the Boardresolves to refuse to register a transfer for this reason, it must givenotice of the refusal to the shareholder within one week of the dateof the resolution.



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(b) The Directors may also decline to register a transfer of a share on

which the company has a lien.

(iv) Where a joint holder of a share dies, the remaining holders shall betreated by the Company as the holders of that share. Where the sole

holder of a share dies, that shareholder’s legal representative shall bethe only person recognized by the Company as having any title to orinterest in the share.

(v) Any person who becomes entitled to a share as a consequence of thedeath, bankruptcy or insolvency or incapacity of a shareholder may beregistered as the holder of that shareholder’s shares upon making arequest in writing to the Company to be so registered, accompanied byproof satisfactory to the Board of that entitlement. The Board mayrefuse to register a transfer under this article in the circumstances setout in article 9(iii).

(vi) Where the Company issues shares or the transfer of any shares isentered on the share register, the Company must within one monthcomplete and have ready for delivery a share certificate in respect of the shares.

(vii) If a Share Certificate be defaced, lost or destroyed, it may be renewedon payment of such fee not exceeding Rs. 100/- and on such terms asto evidence and indemnity and the payment of out-of-pocket expensesof the Company in investigating evidence as the Directors’ think fit.

(viii) Notwithstanding anything to the contrary in these Articles, as long asthe shares of the Company are quoted in the Colombo Stock Exchange or any other Licensed Stock Exchange,

(a) such shares shall be freely transferable and registration of thetransfer of such listed shares shall not be subject to anyrestriction, save and except to the extent required for compliancewith statutory requirements.

(b) The Board may register without assuming any liability thereforeany transfer of shares which is in accordance with the rules andregulations in force for the time being and from time to time aslaid down by such Licensed Stock Exchange and any agency

whose primary object is to act as central depository for suchexchange.

MEETINGS OF SHAREHOLDERS

10. (1) Written notice of the time and place of a meeting of shareholders mustbe given to every shareholder entitled to receive notice of the meetingand to every director and the auditor of the Company -

(a) not less than fifteen (15) working day in the case of an Annual

Notice of meetings



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General Meeting;(b) not less than fifteen (15) working days before the meeting, if it is

intended to propose a resolution as a Special Resolution at themeeting;

(c) not less than ten (10) working days before the meeting, in any othercase.

(2) The notice must set out -

(a) the nature of the business to be transacted at the meeting insufficient detail to enable a shareholder to form a reasoned

judgment in relation to it; and

(b) the text of any resolution to be submitted to the meeting.

(3) An irregularity in a notice of a meeting is waived if all the shareholdersentitled to attend and vote at the meeting attend the meeting withoutprotest as to the irregularity, or if all such shareholders agree to thewaiver in writing.

(4) Notwithstanding the provisions of article 10(2) above, the followingbusiness transacted at an Annual General Meeting of the Companyshall constitute routine business and shall not require notice thereof:

(i) considering the annual report prepared in accordance with section168 of the Act;

(ii) appointing auditors and fixing the remuneration of the auditors ordetermining the manner in which such remuneration is to be fixed;

(iii) electing directors in the place of those retiring by rotation orotherwise

(5) If a meeting of shareholders is adjourned for less than thirty (30) days, itis not necessary to give notice of the time and place of the adjournedmeeting, other than by announcement at the meeting which isadjourned.

11. A meeting of shareholders shall be held by a number of shareholders whoconstitute a quorum, being assembled together at the place, date and timeappointed for the meeting; or

.

Methods of holdingmeetings

12. (1) Subject to article 12(3) below, no business may be transacted at ameeting of shareholders if a quorum is not present.

(2) A quorum for a meeting of shareholders is present if shareholdersentitled to vote or their proxies are present which exceed 51% of theshareholders of the company.

(3) If a quorum is not present within thirty minutes after the time appointedfor the meeting, the meeting is adjourned to the same day in the

Quorum



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following week at the same time and place, or to such other date, timeand place as the directors may appoint. If at the adjourned meeting, aquorum is not present within thirty minutes after the time appointed forthe meeting, the shareholders present or their proxies shall be deemedto form a quorum.

13. (1) If the directors have elected a chairperson of the Board, and thechairperson of the Board is present at a meeting of shareholders, he orshe must chair the meeting.

(2) If no chairperson of the Board has been elected or if at any meeting of shareholders the chairperson of the Board is not present within fifteenminutes of the time appointed for the commencement of the meeting,the shareholders present may choose one of their members to bechairperson of the meeting.

Chairperson

14. (1) In the case of a meeting of shareholders unless a poll is demanded,voting at the meeting shall be by whichever of the following methodsas determined by the chairperson of the meeting -

(a) voting by voice; or

(b) voting by show of hands.

(2) A declaration by the chairperson of the meeting that a resolution iscarried by the requisite majority is conclusive evidence of that fact,unless a poll is demanded in accordance with article 14(3).

(3) At a meeting of shareholders, a poll may be demanded by;

(a) not less than three (3) shareholders having the right to vote at themeeting; or

(b) a shareholder or shareholders representing not less than ten per centum of the total voting rights of all shareholders having the rightto vote at the meeting.

(4) A poll may be demanded either before or immediately after the vote istaken on a resolution.

(5) If a poll is taken, votes must be counted according to the votes attached

to the shares of each shareholder present and voting.

(6) The chairperson of a shareholders’ meeting is not entitled to a castingvote.

(7) If a poll is duly demanded (and the demand be not withdrawn) it shall betaken in such manner (including the use of ballot or voting papers ortickets) as the person presiding at the meeting may direct and the result of a poll shall be deemed to be the resolution of the meeting at which thepoll was demanded. The person presiding may (and if so requested shall)

Voting atmeetings of

Shareholders’



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appoint a scrutiniser and may adjourn the meeting to some place and timefixed by him for the purpose of taking and declaring the result of the poll

(8) The demand for a poll shall not prevent the continuance of a meeting forthe transaction of any business other than the question on which the pollhas been demanded.

(9) No objection shall be made to the validity of any vote except at themeeting or poll at which such vote shall be tendered and every vote towhich no objection shall be made at such meeting or poll shall bedeemed valid for all purposes of such meetings or poll whatsoever.

15. (1) A shareholder entitled to vote may exercise the right to vote either bybeing present in person or by proxy.

(2) A proxy for a shareholder is entitled to attend and be heard at a meetingof shareholders as if the proxy were the shareholder.

(3) A proxy must be appointed by notice in writing signed by theshareholder.

(4) No proxy is effective in relation to a meeting, unless a copy of thenotice of appointment is given to the Company not less than forty- eighthours before the start of the meeting.

(5) An instrument appointing a proxy shall be in the following form or in aform as near thereto as circumstances admit: -

MERCANTILE INVESTMENTS LIMITED.

I/We,..........................................................of ....................................... being amember/members of the above named Company herebyappoint……………………………of...............................................................failing him ................................................ of .................... ............................. asmy/our proxy to represent me/us and vote for me/us on my/our behalf at theannual/extraordinary, (as the case may be) general meeting of the Companyto be held on the ........................ day of .............. 20....... and at anyadjournment thereof.

Signed this ...................... day of ............... 20.....

(6) A body corporate which is a shareholder may appoint a representative

to attend a meeting of shareholders or any class of shareholders on itsbehalf by resolution of its Directors or other governing body.

Corporations

may act byrepresentatives

16. (1) The Board must ensure that minutes are kept of all proceedings atmeetings of shareholders.

(2) Minutes which have been signed as correct by the chairperson of themeeting are prima facie evidence of the proceedings.

Minutes

17. (1) Shareholders entitled to do so may give notice of the resolution to the Shareholders’



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Company in accordance with section 142 of the Act and it shall be theduty of the Company to give notice of the resolution or circulate anystatements, or both, as the case may be, in accordance with suchsection. The Company is not required to give notice of a resolutionor circulate a statement in the circumstances set out in subsections (4)or (5) of section 142 of the Act.

(2) The Company shall give shareholders notice of any resolution andcirculate to shareholders any statement with respect to the matterreferred to in any proposed resolution or the business to be dealt withat that meeting upon receiving a requisition in writing of such numberof shareholders a referred to in section 142 (1) of the Act.

Resolutions

18. (1) Where two or more persons are registered as the holder of a share, thevote of the person named first in the share register and voting on amatter, shall be accepted to the exclusion of the votes of the other jointholders.

(2) The Company shall not register more than three (03) persons as jointholders (including the principal holder) of any shares (except in thecase of executors, administrators of or heirs of a deceased member).

Votes of jointholders

19. If a sum due to the Company in respect of a share has not been paid, thatshare may not be voted at a shareholders’ meeting other than a meeting of an interest group unless there is provision to the contrary at the time of issue of shares to such shareholder.

Loss of votingright if callsunpaid

20. (1) Subject to article 20(2) below, the Board must call an Annual GeneralMeeting of the Company to be held –

(a) once in each calendar year;

(b) not later than six (6) months after the balance sheet date of theCompany; and

(c) not later than fifteen (15) months after the previous AnnualMeeting.

The meeting must be held on the date on which it is called tobe held.

(2) An extraordinary meeting of shareholders entitled to vote on an issuemay be called at any time by the Board, and must be called by theBoard on the written request of shareholders holding shares, carryingnot less that ten percent (10%) of votes which may be cast on thatissue.

(3) A resolution in writing signed by not less that Eighty Five per centum(85%) of the Shareholders who would be entitled to vote on a resolution ata meeting of shareholders who together hold not less than Eighty Five percentum (85%) of the votes entitled to be cast on that resolution, shall be

AnnualGeneralMeetings and

extraordinarygeneralmeetings of shareholders



17

valid as if it had been passed at a General Meeting of those shareholders.21. Where the Company proposes to take action which affects the rights

attached to shares within the meaning of section 99 of the Act, the actionmay not be taken unless it is approved by a Special Resolution of eachinterest group, as defined in the Act.

Voting ininterest groups

22. (1) The shareholders who are entitled to receive notice of a meeting of shareholders for any purpose shall be –

(a) if the Board fixes a date for the purpose, those shareholders whosenames are registered in the share register on that date,

(b) if the Board does not fix a date for the purpose, those shareholderswhose names are registered in the share register at the close of business on the day immediately preceding the day on which thenotice is given.

(2) A date fixed under article 22(1) should not precede by more than thirty(30) working days, the date on which the meeting is to be held.

(3) Before a meeting of shareholders, the Company may prepare a list of shareholders entitled to receive notice of the meeting arranged inalphabetical order, and showing the number of shares held by eachshareholder –

(a) if a date has been fixed under article 22(1)(a), not later than ten (10)working days after that date; or

(b) if no such date has been fixed, at the close of business on the dayimmediately preceding the day on which the notice is given.

(4) A person named in a list prepared under article 22 (3) is entitled toattend the meeting and vote in respect of the shares shown opposite hisname in person or by proxy, except to the extent that –

(a) that person has, since the date on which the shareholders entitled toreceive notice of the meeting were determined, transferred any of his shares to some other person; and

(b) the transferee of those shares has been registered as the holder of those shares, and has requested before the commencement of the

meeting that his or her name be entered on the list prepared underarticle 22 (3).

(5) A shareholder may examine a list prepared under article 22(3) duringnormal business hours, at the registered office of the Company.

Shareholdersentitled toattend andvote atmeetings

DIRECTORS AND SECRETARY

23. (1) The number of directors shall not be less than five (5) nor more than Appointment



18

thirteen (13) in number.

(2) The total period of service of a director other than a director who holdsthe position of chief executive officer or executive director shall not exceednine years.

(3) The Directors shall have power at any time to appoint any person to bea director to fill a casual vacancy as an addition to the existing directorssubject to the maximum number set out in article 23(1). Any Directorso appointed shall hold office until the next following Annual GeneralMeeting.

(4) A director may be appointed or removed by ordinary resolution passedat a meeting called for the purpose. The shareholders may only vote ona resolution to appoint a director if –

(a) the resolution is for the appointment of one director, or

(b) the resolution is a single resolution for the appointment of two ormore persons as directors, and a separate resolution that it be sovoted on has first been passed without a vote being cast against it.

(5) A director may resign by delivering a signed written notice of resignation to the registered office of the Company. Subject to section208 of the Act, the notice is effective when it is received at theregistered office or at any later time specified in the notice.

(6) A director vacates office if he –

(a) resigns in accordance with article 23 (5);

(b) is removed from office in accordance with the provisions of the Actor these articles;

(c) becomes disqualified from being a director pursuant to section 202of the Act ;

(d) dies; or

(e) becomes disqualified from being a Director in terms of the

provisions of the Finance Companies Act No 78 of 1988

(f) ceases to be a Director pursuant to the provisions of the FinanceCompanies (Corporate Governance) Direction No 3 of 2008

(7) At each Annual General Meeting all Directors shall be subject toretirement by rotation. A Director retiring at a meeting shall retain officeuntil the close of the meeting including any adjournment thereof.

(8) A retiring director shall be eligible for re-election.

and removalof directors



19

(9) The Company at the meeting at which a director retires in the manner

aforesaid shall fill the vacated office by electing a person thereto, and indefault the retiring director shall be deemed to have been re-electedunless:-

(i) at such meeting it is expressly resolved not to fill such vacated office,or a resolution for the re-election of such director is put to the meetingand lost; or

(ii) such director has given notice in writing to the Company that he isunwilling to be re-elected or is over the age of 70; or

(iii) the default is due to the contravention of the next following Article.

(10) The Board shall have the power to authorize the payment and theentering into of any contract referred to in Section 216(1) of the Actto remunerate, compensate or provide any benefit to a Director orFormer Director as provided for in the said Section.

(11) All provisions of this Article 23 are subject to the Finance CompaniesCorporate Governance Direction No. 3 of 2008 (as amended).

24. (1) Subject to article 24(4) which relates to major transactions, the businessand affairs of the Company shall be managed by or under the directionor supervision of the Board. The Board shall have all the powersnecessary for managing and for directing and supervising themanagement of the business and affairs of the Company.

(2) The Board may delegate to a committee of directors or to a director oremployee any of its powers which it is permitted to delegate undersection 186 of the Act.

(3) The directors have the duties set out in the Act, and the FinanceCompanies Act and other relevant laws in Sri Lanka, and in particular –

(a) each director must act in good faith and in what he believes to bethe best interest of the Company;

(b) no director shall act or agree to the Company acting, in a mannerthat contravenes any provisions of the Act, the Finance Companies

Act or these articles;

(c) (i) shall not act in a manner which is reckless or grossly negligent;

(ii) shall exercise the degree of skill and care that may reasonablybe expected of a person of his knowledge and experience.

(4) The Company shall not enter in any major transaction unless suchtransaction is -

Power andduties of directors



20

(a) approved by Special Resolution ;

(b) contingent on approval by Special Resolution ;

(c) consented to in writing by all the shareholders of the Company;or

(d) a transaction which the Company is expressly authorised to enterinto by a provision in its articles, which was included in it at thetime the Company was incorporated.

However, the above shall not apply to

(i) a transaction under which the Company gives or agrees togive a floating charge over all or any part of the property of the Company;

(ii) a transaction entered in to by a receiver appointed pursuant toan instrument creating a floating charge over all or any part of the property of the Company;

(iii)A transaction entered into by an administrator or liquidator of the Company.

A major transaction means –

(a) the acquisition of or an agreement to acquire whethercontingent or not, assets of a value which is greater than half the value of the assets of the Company before the acquisition;

(b) the disposition of the agreement to dispose of, whethercontingent or not, the whole or more than half by value of theassets of the Company;

(c) a transaction which has or is likely to have the effect of theCompany acquiring rights or interests or incurring obligationsor liabilities of a value which is greater than half the value of the assets before acquisition; or

(d) a transaction or a series of related transactions which have thepurpose or effect of substantially altering the nature of the

business carried on by the Company.

In this section the reference to “Assets” include property of anykind, whether corporeal or incorporeal.

(5) Transactions entered into by the company in which a director has aninterest may be avoided by the company in accordance with section193 of the Act.



21

25. (1) A director who is interested in a transaction to which the Company is a

party must disclose that interest in accordance with section 192 of theAct.

(2) Subject to article 25(3), a director of the Company is interested in a

transaction to which the Company is a party, if the director –

(a) is a party to or will or may derive a material financial benefit fromthe transaction;

(b) has a material financial interest in another party to the transaction;

(c) is a director, officer or trustee of another party to, or person whowill or may derive a material financial benefit from thetransaction, not being a party or person that is –

(i) the Company’s holding company, being a holding companyof which the Company is a wholly-owned subsidiary;

(ii) a wholly-owned subsidiary of the Company; or

(iii)a wholly subsidiary of a holding company of which theCompany is also a wholly-owned subsidiary;

(d) is the parent, child or spouse of another party to or person who willor may derive a material financial benefit from the transaction; or

(e) is otherwise directly or indirectly materially, interested in thetransaction.

(3) A director of the Company is not interested in a transaction to which theCompany is a party, if the transaction comprises only the giving by theCompany of security to a third party which has no connection with thedirector, at the request of the third party, in respect of a debt orobligation of the Company for which the director or another person haspersonally assumed responsibility in whole or in part, under aguarantee, indemnity or by the deposit of a security.

(4) Article 25(2) does not apply to any remuneration or other benefit givento a director in accordance with section 216 of the Act, or, to any

insurance or indemnity provided in accordance with section 218 of theAct.

(5) A director of the Company who is interested in a transaction enteredinto or to be entered into by the Company, shall not –

(a) vote on a matter relating to the transaction;

(b) attend the meeting of directors at the time at which a matter relatingto the transaction arises and be included among the directors present

Interesteddirectors



22

at the meeting for the purpose of a quorum;

(c) sign a document relating to the transaction on behalf of theCompany; and

(d) do any other thing in his capacity as a director in relation to the

transaction, as if he were not interested in the transaction.

(6) A director of the Company who has information in his capacity as adirector or employee of the Company which would not otherwise beavailable to him, must not disclose that information to any person ormake use of or act on the information, except -

(a) for the purposes of the Company;

(b) as required by law; or

(c) in accordance with article 25(7).

(7) A director of the Company may disclose, make use of or act oninformation if—

(a) the director is first authorized to do so by the Board under article25(8); and

(b) particulars of the authorization are entered in the interests register.

(8) The Board may authorize a director to disclose, make use of or act oninformation, if it is satisfied that to do so will not be likely to prejudicethe Company.

(9) A director must disclose all dealings in shares of the Company in whichhe has a relevant interest, in accordance with sections 198, 199 and 200of the Act.

(10) The Board may approve;

(a) the payment of any remuneration and/or the provision of otherbenefits by the Company to a Director for services as Directoror for services rendered to the Company in any other capacity.

(b) the payment by the Company to a Director or a former Directorof compensation for loss of office,

(c) the entering into of a contract to do any of the above,

if the Board is satisfied that to do so is fair to the Company.

(11)The Company may by ordinary resolution also vote extra remunerationand / or other benefits to the Directors or to any Director as may berecommended by the Board for the performance of extra services to the



23

Company.

(12) Nothing in these Articles shall prevent the payment drawn fromanother company to a Director of any further remuneration for servicesperformed by him by virtue of any other office or position held by himin conjunction with his directorship.

26. A meeting of directors may be conducted according to the directions issuedunder the Corporate Governance Direction No. 3 of 2008.

Procedure atmeetings of directors

27. (1) The directors may elect one of their numbers to be the chairperson of the Board and may determine the period for which the chairperson is tohold office.

(2) If no chairperson is elected or if at a meeting of the Board thechairperson is not present within five minutes after the time appointedfor the commencement of the meeting, the directors present maychoose one of their number to be chairperson of the meeting,

Chairperson

28. (1) A director or the secretary may convene a meeting of the Board bygiving notice in accordance with this article.

(2) Not less than seven (07) days notice of a meeting of the Board must begiven to every director who is in Sri Lanka.

(3) An irregularity in the notice of a meeting is waived if all directorsentitled to receive notice of the meeting attend the meeting withoutprotest as to the irregularity or if all directors entitled to receive noticeof the meeting agree to the waiver.

Notice of meeting

29. A meeting of the Board may be held either—

(a) by a number of the directors who constitute a quorum being assembledtogether at the place, date and time appointed for the meeting; or

(b) by means of audio or audio and visual communication by which alldirectors participating and constituting a quorum can simultaneouslyhear each other throughout the meeting.

Methods of holdingmeetings

30. (1) A quorum for a meeting of the Board shall be the majority of the Board,subject to the provisions in the said Corporate Governance Direction

No. 3 of 2008.

(2) No business may be transacted at a meeting of directors if a quorum isnot present.

Quorum

31. (1) Every director has one vote.

(2) The chairperson has a casting vote.

(3) A resolution of the Board is passed if it is agreed to by all directors

Voting



24

present for the time being in Sri Lanka, without dissent or if a majorityof the votes cast on it are in favour of it.

32. (1) The Board must ensure that minutes are kept of all proceedings atmeetings of the Board, and are recorded in terms of the saidCorporate Governance Direction No. 3 of 2008.

(2) Minutes which have been signed by the chairperson of the meeting atwhich the proceedings were held, or by the chairperson of the nextsucceeding meeting, shall be prima facie evidence of the proceedings.

Minutes

33. (1) A resolution in writing signed or assented to by all directors entitled toreceive notice of a board meeting for the time being is in Sri Lanka, isas valid and effective as if it had been passed at a meeting of theBoard duly convened and held.

(2) Any such resolution may consist of several documents (includingfacsimile or other similar means of communication) in like form, eachsigned or assented to by one or more directors.

(3) A copy of any such resolution must be entered in the minute book of board proceedings.

Unanimousresolution

34. (1) The Board may from time to time appoint a director as ManagingDirector, or a Non Executive Director or a non director as Chief Executive Officer for such period and on such terms as it thinks fit.Provided however the Board shall only appoint at any given time aManaging Director or a Chief Executive Officer but not both.

(2) Subject to the terms of a Managing Director’s or Chief ExecutiveOfficer’s appointment, the Board may at any time cancel anappointment of a director as Managing Director or the appointment of the Chief Executive Officer.

(3) A director who holds office as Managing Director ceases to hold officeas managing director, if he ceases to be a director of the Company.

(4) The Managing Director or the Chief Executive Officer shall be paidsuch remuneration as may be agreed between him and the Board. Hisremuneration may be by way of salary, commission, participation inprofits or any combination of these methods or any other method of

fixing remuneration.

(5) The Board may delegate to the Managing Director or Chief ExecutiveOfficer, subject to any conditions or restrictions, which they considerappropriate, any of their powers, which can be lawfully delegated. Anysuch delegation may at any time be withdrawn or varied by the Board.The delegation of a power of the Board to the Managing Director orChief Executive Officer does not prevent the exercise of the power bythe Board, unless the terms of the delegation expressly provideotherwise.

ManagingDirector/ Chief ExecutiveOfficer andotherexecutivedirectors



25

(6) A director other than the Managing Director who is employed by the

Company shall be paid such remuneration as may be agreed to betweenhim and the Board. His remuneration may be by way of salary,commission, participation in profits or any combination of thesemethods or any other methods or any other methods of fixing

remuneration.

(7) (i) Any director who is abroad or is about to go abroad may at any timeby notice in writing left at the office appoint any person approved bythe Board to be an alternate director of the Company to act in hisplace during the absence abroad and the following provisions of thisArticle shall apply to any person so appointed.

(ii) A person appointed to be an alternate director shall not in respect of such appointment be entitled to receive any remuneration from theCompany nor be required to hold any share qualification but theBoard may repay an alternate director who is not a director in his ownright such reasonable expenses as he may incur in attending andreturning from meetings of the Board which he is entitled to attend oras he may otherwise properly incur in or about the business of theCompany or may pay such allowances as they may think proper inrespect of these expenses.

(iii)An alternate director shall (on his giving an address for such notice tobe served upon him) be entitled to receive notices of all meetings of the Board and to attend and vote as director at any such meeting atwhich the director appointing him is not personally present andgenerally to perform all the functions of his Appointor as a Director inthe absence of such Appointor.

(iv) An alternate director may be appointed for a specified period or untilthe happening of a specified event but he shall ipso facto cease to bean alternate director in any of the following events, that is to say;

(a) upon the return to Sri Lanka of the director in whose place he wasappointed as an alternate if the appointment was for the purposeof acting as director during the Appointors absence abroad;

(b) if the director in whose place he was appointed an alternate ceasesfor any reason to be a director, provided that if any director retires

by rotation but is re-elected at the meeting at which suchretirement took effect, any appointment made by him pursuant tothis Article which was in force immediately prior to his retirementshall continue to operate after his re-election as if he had not soretired;

(c) if the alternate director shall have a receiving order made againsthim or compounds with his creditors or is adjudicated aninsolvent;



26

(d) if the alternate director be lunatic or becomes of unsound mind;

(e) if the appointment of the alternate director is revoked by hisAppointor by a notice in writing left at the office;

(f) if the Board resolve that the appointment of the alternate director

be terminated; provided that such termination shall not take effectuntil the expiration of thirty (30) days after the date of theresolution of the Board;

(g) is disqualified by Statute;

(v) A director shall not vote on the question of the approval of an alternatedirector to act for him or on the question of the termination of theappointment of such an alternate director under sub-paragraph (f) of the last foregoing sub-clause of this Article and if he does so his voteshall not be counted.

35. (1) The Company must at all times have a Secretary.

(2) The Board may appoint the secretary for such term and on suchconditions as it thinks fit. The remuneration of the secretary shall bedetermined to by the Board.

(3) The Board may remove the secretary.

(4) The secretary may not be —

(a) the sole director of the Company; or

(b) a corporation, the sole director of which is the sole director of theCompany.

(5) Where the Act or these articles require something to be done by adirector and the secretary, it is not satisfied by the same person doingthat thing acting in both capacities.

Secretary

36.

DISTRIBUTION AND RESERVES

(1) The Company may make distributions to shareholders in accordance

with section 56 of the Act. Subject to article 36(2), every dividendmust be approved by the Board and by an ordinary resolution of shareholders. The Board must be satisfied that the Company willimmediately after the distribution, satisfy the solvency test. Thedirectors who vote in favour of a dividend must sign a certificate of solvency to that effect.

(2) The Board may from time to time approve the payment of an interimdividend or any fixed preferential dividend to shareholders, wherethat appears to be justified by the Company’s profits, without the need

Distributions



27

for approval by an ordinary resolution of shareholders.

(3) The Board must;

(a) be satisfied that the Company will immediately after the divided ispaid under (1) or (2) above, satisfy the solvency test,

(b) ensure the directors who vote in favour of the divided must sign acertificate of solvency their opinion the Company will satisfy thesolvency test immediately after the distribution is made; and

(c) obtain a certificate of solvency from the auditors.

(4) The Company is deemed to have satisfied the solvency test if-

(a) it is able to pay its debts as they fall due in the normal course of business; and

(b) the value of its assets is greater than the sum of the value of itsliabilities and its stated capital.

(5) Before the Directors make any distributions, they may set aside, outof the profits of the Company, such sum as they think proper as areserve fund or funds.

(6) Subject to the provisions of Article 36(3), the Board may authorizea distribution by way of a dividend to be paid to the shareholdersaccording to their rights and interests in the profits and may fix thetime for payment.

(7) Any dividend or interim dividend which may be authorized by theDirectors, may be paid by means of cash or by the distribution of specific assets and, in particular, of paid-up shares, debentures ordebenture stock of the Company or of any other company or inspecie or in any one or more of such ways and where any difficultyarises in regard to the distribution, they may settle the same as theythink expedient and in particular may fix the value for distributionof such specific assets or any part thereof and may determine thatcash payments shall be made to any member upon the footing of thevalue so fixed in order to adjust the rights of all parties and mayvest any such specific assets in trustees upon such trusts for the

persons entitled to the dividend as may seem expedient to theBoard.

(8) No shareholder shall be entitled to receive payment of any dividendor any allotment and issue of shares credited as fully paid up inrespect of his shares whilst any moneys may be due or owing fromhim (whether alone or jointly with any other person) to theCompany in respect of such share or shares or otherwise howsoever.

(9) No dividend shall bear interest against the Company.



28

(10) The Directors may deduct from the dividend payable to any

shareholder all sums of money due from him (whether alone or jointly with any other person) to the Company and notwithstandingthat such sums shall not be payable until after the date when suchdividend is payable.

(11) Unless otherwise directed any dividend may be paid by cheque orwarrant sent by post to the registered address of the shareholderentitled thereto or, in the case of joint-holders, to the registeredaddress of the joint-holder whose name stands first on the register inrespect of the joint-holding; but the Company shall not be liable orresponsible for the loss of any such cheque or dividend warrant sentthrough the post.

(12) All dividends unclaimed for one (1) year after having been declaredmay be invested or otherwise made use of by the Board for thebenefit of the Company until claimed and the Company shall not beconstituted a trustee in respect thereof. All dividends unclaimed forsix (6) years after having been declared shall be forfeited and shallrevert to the Company.

(13) Every dividend payable in respect of any share held by severalpersons jointly may be paid to and an effectual receipt given by, anyone of such persons.

ACCOUNTS AND AUDIT

37. (1) The Board must ensure that the Company keeps accounting recordswhich -

(a) correctly record and explain the Company’s transactions;

(b) will at any time enable the financial position of the Company to bedetermined with reasonable accuracy;

(c) will enable the Board to prepare, financial statements inaccordance with the Act ; and

(d) will enable the financial statements of the Company to be readilyand properly audited.

(2) The accounting records must comply with subsection (2) section 148of the Act.

(3) The Board shall ensure that within six months after the balance sheetdate of the Company, financial statements which comply with section151 of the Act (and if applicable, group financial statements whichcomply with section 153 of the Act) are completed in relation to thatbalance sheet date and are dated and signed on behalf of the Board bytwo directors or if the Company has only one director, by that

Accountingrecords,

financialstatements,audit etc.



29

director.

(4) At every Annual General Meeting, the Company must appoint anauditor for the following year in accordance with section 154 of theAct. An auditor who is appointed at an annual meeting is deemed tobe reappointed at the following annual meeting, unless -

(a) he is not qualified for re-appointment;

(b) the Company resolves at that meeting to appoint another person inhis place; or

(c) the auditor has given notice to the Company that he does not wishto be re-appointed.

(5) The Board must within six months after the balance sheet date of theCompany, prepare an annual report on the affairs of the Companyduring the accounting period ending on that date which complies withsection 168 of the Act. The Board must send a copy of the annualreport to every shareholder not less than fifteen (15) working daysbefore the date fixed for holding the annual meeting of shareholders.

LIQUIDATION AND REMOVAL FROM THE REGISTER

38. The shareholders may resolve to wind up the Company voluntarily bySpecial Resolution.

Resolution toappoint

liquidator

39. (1) The surplus assets of the Company available for distribution toshareholders after all creditors of the Company have been paid, shallbe distributed in proportion to the number of shares held by eachshareholder, subject to the terms of issue of any shares.

(2) The liquidator may with the approval of a Special Resolution, dividethe surplus assets of the Company among the shareholders in kind.For this purpose he may set such value as he considers fair on anyproperty to be divided, and may determine how the division will becarried out as between the shareholders or different classes of

shareholders.

Distribution of surplus assets

MISCELLANEOUS

40. (1) The Company must keep at its registered office or at some other placenotice of which has been given to the Registrar in accordance withsubsection (4) of section 116 of the Act, the following documents :—

(a) the certificate of incorporation and the articles of the Company;

Documents tobe kept bycompany



30

(b) minutes of all meetings and resolutions of shareholders withinthe last ten years;

(c) an interests register,

(d) minutes of all meetings and resolutions of directors and

directors’ committees within the last ten years;

(e) certificates given by directors under the Act within the last tenyears;

(f) the register of directors and secretaries required to be kept undersection 223 of the Act ;

(g) copies of all written communication to all shareholders or allholders of the same class of shares during the last ten years,including annual reports prepared under article 37(5);

(h) copies of all financial statements and group financial statementsrequired to be completed under the Act for the last tencompleted accounting periods of the Company;

(i) the copies of instruments creating or evidencing charges and theregister of charges required to be kept under sections 109 and110 of the Act ;

(j) the share register required to be kept under section 123 of theAct; and

(k) the accounting records required by section 148 of the Act for thecurrent accounting period and for the last ten completedaccounting periods of the Company.

(2) The references in article 40 (1) to “ten years” and to “ten completedaccounting periods” shall include such lesser periods as theRegistrar may approve, by notice in writing to the Company.

(3) The Company Seal shall be not be affixed to any instrument except byauthority of a resolution of the Board (except in the case of certificates of title to shares) and until the Board shall otherwisedetermine, two directors or director and company secretary shall sign

every instrument to which seal is so affixed.

Company Seal

41. (1) The directors of the Company are entitled to have access to theCompany’s records in accordance with section 118 of the Act.

(2) A shareholder of the Company is entitled to inspect the followingdocuments with written notice to the Company –

(a) Minutes of all meetings and resolutions of shareholders

Rights of directors andshareholdersto documentsetc.



31

(b) Copies of written communications to all shareholders or to allholders of a class of shares during the preceding ten years,including annual reports, financial statements, and groupfinancial statements.

(c) Certificates issues by directors under the Act

(d) The interests register of the Company

However,

(a) The documents shall be available for inspection at the place atwhich the Company’s records are kept between the hours of 9.00a.m and 4.00 p.m on each working day during the inspectionperiod.

(b) A document of which the certified copy has been provided to theperson or shareholder concerned without charge need not be madeavailable for inspection.

The “inspection period” referred to above means the periodcommencing on the third working day after the day on which thenotice of intention to inspect is served on the Company by theshareholder concerned and ending on the eighth working day after theday of service.

(3) A shareholder is also entitled to require copies of or extracts from anydocument which he may inspect, within five working days of makinga request in writing for the copy or extract, on payment of anyreasonable copying and administration fee determined by theCompany. The fee may be determine by any director or by thesecretary, subject to any directions from the Board.

42. The Company may change its name by Special Resolution in accordancewith section 8 of the Act.

Name of company

43. (1) Where the Company is required to send any document to ashareholder or to give notice of any matter to a shareholder, it shall besufficient for the Company to send the document or notice to theregistered address of the shareholder by ordinary post. Any documentor notice so sent is deemed to have been received by the shareholder

within three working days of the posting of a properly addressed andprepaid letter containing the document or notice.

(2) A shareholder whose registered address is outside Sri Lanka may givenotice to the Company of an address in Sri Lanka to which alldocuments and notices are to be sent, and the Company shall treat thataddress as the registered address of the shareholder for all purposes.Provided however, that in the event of a shareholder not giving suchnotice to the Company, the Company shall treat the registered addressof the shareholder outside Sri Lanka as his registered address.

Notices



32

(3) A document may be sent or notice given by the Company to the joint

holders of a share, by giving the notice to the holder first named onthe share register in respect of the share.

(4) Where a shareholder has died or has become bankrupt or insolvent,

the Company may continue to send all notices and documents inrespect of his shares addressed to him at his registered address,notwithstanding that some other person has by reason of the death,bankruptcy or insolvency, become entitled to those shares, or maysend any notice or document to an address to which that other personrequests the Company to send such notices.

(5) A copy of every notice or document sent to all shareholders must besent to the auditor of the Company.

(6) Any notice required to be given by the Company to the members or anyof them shall be sufficiently given if given by advertisement publishedonce in Sinhala, Tamil and English national daily newspapers.

44. (1) (i) The Company may, indemnify a director or employee of theCompany, for any costs incurred by him in any proceeding –

(a) that relates to liability for any act or omission in his capacityas a director or employee;

(b) in which judgment is given in his favour or in which he isacquitted or which is discontinued or in which he is grantedrelief under section 526 of the Act.

(ii) The Company may, indemnify a director or employee of theCompany in respect of –

(a) liability to pay any person other than the Company, for any actor omission in his capacity as a director or employee; or

(b) costs incurred by that director or employee in defending orsettling any claim or proceeding relating to such liability notbeing criminal liability or in the case of a director, liability inrespect of a breach of the duty specified in section 187 of theAct.

(iii) The Company with the prior approval of the Board, effectinsurance for a director or employee of the Company in respect of -

(a) liability not being criminal liability, for any act or omission inhis capacity as a director or employee;

(b) costs incurred by that director or employee in defending orsettling any claim or proceeding relating to such liability; or

Insurance andindemnity



(2) The Company may indemnify every director and secretary of theCompany for the time being against any costs incurred in the courseof defending any proceeding that relates to any act or omission inhis capacity as director, or secretary, in which judgment is given in

his favour or in which, he is a acquitted or which is discontinued.

(3) The Company may indemnify a director or employee incircumstances where article 44(1) does not apply, to the extentpermitted by subsection (3) of section 218 of the Act, if the Boardconsiders it appropriate to do so.

45. Notwithstanding anything to the contrary contained in the Articles of Association of theCompany, so long as the Company is listed on the Colombo Stock Exchange, theCompany shall comply with the Rules of the Colombo Stock Exchange and the CentralDepository System, which shall be in force from time to time.

46. Notwithstanding anything else to the contrary, the provisions contained in the FinanceCompanies Act No 78 of 1988 and Directions and Rules issued thereunder including theFinance Companies (Corporate Governance) Directions No 3 of 2008 (as may beamended from time to time) shall supersede these Articles at all times and in the eventof any inconsistency between the Finance Companies Act and Directions and Rulesissued thereunder and any Article herein, the Finance Companies Act and Directionsand Rules issued thereunder shall prevail.