Ceylon hotels corporation Act (No. 14 of 1966)

Sri Lanka Consolidated Acts

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Ceylon hotels corporation Act (No. 14 of 1966) - Sect 66

Interpretation

66. In this Act, unless the context otherwise requires- " appropriate Minister ", in any context relating to a nominated director or the nomination of a director, means the Minister by whom such director was nominated, or who is entitled under this Act to nominate such director; " board" means a duly convened and constituted meeting of the directors of the Corporation for the time being; " capital" means the capital for the time being of the Corporation; " Corporation" means the Ceylon Hotels Corporation established by this Act; " director " means a person holding the office of a director of the Corporation; " elected director" means a person elected to the office of director by the shareholders and includes the first directors other than the nominated directors; " extraordinary resolution" means a resolution passed by a majority of not less than three-fourths of the shareholders entitled to vote, and voting in person or by proxy, at a general meeting of which notice specifying the intention to propose the resolution as an extraordinary resolution has been duly given; "general meeting" includes an ordinary meeting and extraordinary meeting; " head office" means the head office of the Corporation; " officer " means an employee of the Corporation and shall not be construed to include a director or an auditor of the Corporation; "ordinary meeting" means an ordinary meeting of the shareholders duly called and constituted; " Schedule " means a Schedule to this Act; " Secretary to the Treasury" means the person for the time being performing the functions of the Secretary to the Treasury of the Government; "shareholder" means any duly registered holder from time to time of one or more shares; " special resolution " means a resolution passed by three-fourths in value of the shareholders present in person or by proxy at any meeting of the Corporation of which notice specifying the intention to propose such resolution has been duly given and confirmed by a majority in value of the shareholders present in person or by proxy at a subsequent meeting of which notice specifying the intention to propose such confirmation has been duly given:Provided that the subsequent meeting shall be held at an interval of not less than fourteen days or more than two months from the date of the meeting at which the resolution was first passed. The objects of the Corporation shall be the promotion and development of tourism in Ceylon-

(a) by establishing, maintaining and operating adequate, efficient and attractive services for the living accommodation, refreshment, entertainment and recreation of tourists in Ceylon;

(b) by establishing, maintaining and operating adequate, efficient and attractive services for the carriage of tourists and their personal belongings to, in and from, Ceylon;

(c) by doing all such other acts or things as are necessary for, or incidental or conducive to, the attainment of the objects herein before mentioned.

1. The Corporation shall have the power to do anything necessary for, or conducive or incidental to, the attainment of its objects. 2. Without prejudice to the generality of the powers conferred by paragraph 1, the Corporation shall have all or any of the following powers: -

(a) to acquire, hold, take or give on lease a or hire, mortgage, pledge and sell or otherwise dispose of any immovable or movable property;

(b) to construct, manufacture, purchase, maintain and repair anything required for the purpose of the business of the Corporation, including in particular hotels, motels, resthouses or other living accommodation, places for entertainment and recreation, and services for the carriage of tourists and their personal belongings;

(c) to acquire by agreement (whether absolutely or for any period) the whole or any part of the undertaking of any other person, being an undertaking or part of an undertaking, the activities whereof are wholly or mainly confined to the attainment of the objects of the Corporation;

(d) to enter into and carry out agreements with any other person for the carrying on by that person, whether as agent for the Corporation or otherwise, of any activities necessary for, or conducive or incidental to, the attainment of the objects of the Corporation;

(e) to enter into any arrangements for sharing profits, union of interest, joint adventure, reciprocal concessions or otherwise with any other person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the Corporation is authorized to carry on or engage in;

(f) to give any guarantee or indemnity and to enter into arrangements with the Government of Ceylon or any other Government or any local authority in order to obtain any rights, concessions and privileges that may seem conducive to the Corporation's objects or any of them;

(g) to acquire or hold shares or stock in any company having objects similar or substantially similar to the objects of the Corporation;

(h) to do anything for the purpose of advancing the skill of persons employed by the Corporation or the efficiency of the equipment of the Corporation or the manner in which that equipment is operated, including the provision by the Corporation, and the assistance of the provision by others, of facilities for training persons required to carry on the work of the Corporation;

(i) to establish a provident fund, and provide welfare and recreational facilities, housing, hostels and other like accommodation for persons employed by the Corporation;

(j) to enter into and perform all such contracts as may be necessary for the performance of the duties and the exercise of the powers of the Corporation;

(k) to do any such acts or things, and in particular any such acts or things as are herein before referred to, to or with foreign participants, that is to say, individuals or bodies of persons (whether corporate or incorporate) outside Ceylon, as may be necessary for, or conducive or incidental to, the attainment of the objects of the Corporation;

(l) to make rules in relation to the staff of the Corporation including their appointment, promotion, remuneration disciplinary control, conduct and grant of leave to them; and

(m) to make rules in relation to the administration of the affairs of the Corporation.

1. All applications for shares, signed by or on behalf of the applicant, followed by an allotment of any shares thereon, shall be deemed to be an acceptance of such allotted shares, and the board shall be entitled to place the name of the allottee on the register in respect thereof; and every person who thus or otherwise accepts any share, and whose name is on the register, shall be a shareholder. 2. Every shareholder shall be entitled to one certificate under the common seal of the Corporation specifying the shares held by him and the amount paid thereon. 3. If any share certificate be worn out, lost or destroyed, it may be renewed on payment of such a sum, not exceeding one rupee, as the board may from time to time prescribe, provided such evidence as the board deems reasonable be afforded of the title of the party applying for the renewal, and such indemnity be given as the board thinks fit to require. 4. The Corporation shall have a first and paramount lien available at law and in equity upon all the shares of every shareholder, whether held by him solely or jointly with any other person, for all his debts, liabilities, and engagements, of what nature or kind soever, to or with the Corporation and in case such shareholder becomes bankrupt or compounds with his creditors, the board may absolutely sell either by private contract or public auction, all the shares registered solely in such shareholder's name, and all his interest in any shares registered in his name jointly with that of any other or others, or such portion thereof, as shall be sufficient to discharge or satisfy such debts, liabilities, and engagements and may apply the proceeds, so far as the same will extend, in discharge or satisfaction of such debts, liabilities, and engagements and upon such sale the board may, without notice to or consent of such shareholder or any other person whomsoever, transfer all or any of such shares to the purchaser thereof, and may enter such purchaser's name on the register as the holder of such shares. 5. If any share shall stand in the names of two or more persons the person first named in the register shall, as regards voting at general meetings, receipt of dividends, service of notices and documents, and all or any other matters connected with the Corporation except the transfer of the share and the Corporation's lien thereon and the payment of money in the nature of a return of capital, be deemed the sole holder thereof. 6. The Corporation shall not be bound by, nor recognize any equitable, contingent, future, or partial interest in any share, nor (except only as is by these by-laws otherwise expressly provided) any other right in respect of a share than an absolute right thereto, in accordance with these presents, in the person for the time being registered as the holder thereof. 7. No shareholder who shall change his name, or being a female, shall marry, shall be entitled to receive any dividend or to vote until notice of the change of name a or marriage be given to the Corporation. 8. Any moneys which the board, on allotting any share or shares, requires to be paid by way of deposit or call, or otherwise in respect thereof shall immediately on the entry of the name of the allottee in the register as the holder of such shares become a debt due to and recoverable by the Corporation. 9. In addition to such deposit and call as last aforesaid, the board may from time to time, but subject to the conditions, hereinafter mentioned, make such calls upon the shareholders in respect of all moneys unpaid on their shares as the board thinks fit; and every shareholder shall be liable to pay the amount of every call, made in accordance with these by-laws, to the person and at the time and place appointed by the board. 10. The joint holders of a share or shares shall be jointly and severally liable to pay all sums due in respect of such shares by way of money due on allotment, calls, and interest on calls. 11.

(1) One month's notice at the least shall be given of the time and place appointed by the board for the payment of every call.

(2) Such notice shall be given to the parsons registered as shareholders at the time when the resolution authorizing such call was passed, and such call shall be deemed to be due in the first place from the persons to whom such notice is given.

12. If any shareholder fails to pay the amount payable by him on allotment, or any call due from him on the day appointed for payment thereof, he shall be liable to pay interest on the same at a rate to be fixed by the board from the day appointed for the payment thereof to the time of actual payment (but without prejudice to the provisions herein contained for the forfeiture of the share or shares in respect of which any money payable by way of deposit or call as aforesaid shall be payable), and he shall not be entitled to any dividend that may be payable during the time such call and interest remain unpaid. 13. On the trial or hearing of any action to be brought by the Corporation against any shareholder to recover any money payable on allotment or any call, it shall be sufficient in the case of money payable on allotment to prove that the defendant applied for the number of shares in respect of which such money is claimed, and in the case of a call that the name of the defendant is at the time of commencement of the action, or was at the time the resolution of the board to make the call was passed, duly entered on the register as the holder of the number of shares in respect of which the action for recovery of the call is made. 14.

(1) The board may, if they think fit, receive from any shareholder willing to advance the same, the whole or any part of the amount remaining uncalled and unpaid on any share or shares held by him, and upon the moneys as advanced the board may pay interest at such a rate as may be agreed upon between the shareholder and the board.

(2) The moneys so advanced shall be appropriated against calls whenever made.

(3) The Corporation shall refund any money advanced under sub-paragraph (1) remaining unappropriated against calls in the event of-

	(a) the sale of the share or shares in respect of which the advance has been made; or

	(b) the Corporation going into liquidation.

15. The Corporation shall keep, in addition to the register of shareholders, a book to be called the "Register of Transfers " and therein shall be entered the particulars of every transfer and transmission of any share, and the book may from time to time be authenticated by having the common seal affixed thereto at a general meeting. 16. The register of shareholders and the register of transfers shall be closed for a period of fourteen days immediately preceding and on the day of the ordinary meeting in every year, and may be closed at such other times as the board may deem fit:Provided that the aggregate of the period for which such registers are closed in any year shall not exceed thirty days. 17. The Corporation may refuse to register any transfer of shares while the shareholder making the same is either alone or jointly with any other person indebted to the Corporation on any account whatsoever, and unless the transferee is approved by the board. Before registering any transfer the board may require the certificates of the shares therein mentioned to be left at the office during twenty-four hours for examination. 18. Where a shareholder who has not during his lifetime executed a valid transfer of his shares dies leaving an estate requiring administration the only persons recognized by the Corporation as having any title to the shares shall be the executors or administrators. 19. Any person becoming entitled to a share in consequence of the death, bankruptcy or insolvency of a shareholder shall, upon such evidence being produced as may from time to time be properly required by the board, have the right either to be registered as a shareholder in respect of the share, or, instead of being registered himself, to make such transfer of the share as the deceased or brankrupt or insolvent person could have made; but the board shall, in either case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by the deceased or bankrupt or insolvent person before the death, bankruptcy or insolvency. 20. A person becoming entitled to a share by reason of the death or bankruptcy or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a shareholder in respect of the share, be entitled to exercise any right conferred on a shareholder in relation to meetings of shareholders. 21. Every transfer of a share shall be in such form as the board may from time to time approve, and shall be presented to and retained by the Corporation accompanied by such evidence as the board may require to prove the title of the transferor. The instrument of transfer shall be executed both by the transferor and transferee, and the transferor shall be deemed to remain the holder of such share until the name of the transferee is inserted in the register in respect thereof. 22. Unless the board otherwise determines the following shall be the form of the instrument of transfer, and it shall be under the respective hands of the transferor and the transferee: - I , of (in consideration of sum of Rs Paid to me by of ),* do hereby transfer to the share(s) Numbered in Ceylon Hotels Corporation standing in my name in the books of the Corporation, to hold unto the said his heirs, executors , administrators and assigns subject to the several conditions on which I hold the same, and I, the said , do hereby agree to take the said share (s) subject to the same conditions.As witness our hands this day of , 19 * (The words within brackets to be omitted if no consideration is paid.)23. Every transmission of a share shall be verified in such manner as the board may require, and the Corporation may refuse to register any such transmission until the same be so verified. 24. There shall be paid to the Corporation in respect of the registration of the transfer or transmission of any number of shares to the same person or persons such sum of money not exceeding two rupees and fifty cents as the board may from time to time prescribe. 25. If any person fails to pay any money payable by him to the Corporation in respect of his shares on the day appointed for payment thereof, the board may serve a notice on him or his executors or administrators requiring payment of such money, together with any interest accrued thereon and any expenses that may have been incurred by reason of such non-payment. 26. The notice shall name a day (not being less than thirteen days from the date of the notice) on or before which such money, interest, and expenses are to be paid, and it shall also state that in the event of the non-payment of such money, interest, and expenses at the time appointed, the share in respect of which such money, interest and expenses are payable shall be liable to be forfeited. 27. If the requirements of a notice served under by-law 25 be not complied with, any shares in respect of which such notice has been given may be forfeited by a resolution of the board to that effect. 28.

(1) When any share is declared to be forfeited by a resolution of the board, notice of the forfeiture shall forthwith be given to the registered holder thereof, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register of shareholders.

(2) Every share which shall be forfeited shall thereupon become the property of the Corporation, and may be sold, extinguished, reallotted, or otherwise disposed of, either to the former holder thereof, or to any other person, upon such terms and in such manner as the board think fit:

29. Any person whose shares are forfeited shall, notwithstanding the forfeiture, be liable to pay to the Corporation all calls, interest and expenses payable to the Corporation in respect of such shares at the time of forfeiture, and payment thereof may be enforced by the board, notwithstanding and without prejudice to such forfeiture. 30. The forfeiture of a share shall involve the extinction at the time of such forfeiture of all interest in and all claims and demands whatsoever against the Corporation in respect of such share, except the right to any dividend declared on such share and remaining unpaid. 31.

(1) A certificate in writing under the common seal of the Corporation signed by two directors and countersigned by the manager or by such other officer as the board may appoint, stating that the share therein mentioned has been duly forfeited in pursuance of these presents and the amount paid thereon at the time when it was forfeited, shall be conclusive evidence of such forfeiture as against all persons claiming to be entitled to such share.

(2) Such certificate and the receipt of any two directors, countersigned by the manager or by such Other officer as aforesaid, for the price of such share, shall constitute a good title to such share, and a certificate of proprietorship shall be delivered to the purchaser thereof, and thereupon the purchaser shall be deemed to be the holder of such share, and shall be discharged from all calls prior to such purchase (unless otherwise expressly agreed), and his name shall be entered in the register of shareholders, and he shall not be bound to see to the application of the purchase money, nor shall his title to such share be affected by any irregularity in the proceedings in reference to such forfeiture or sale.

32. The first ordinary meeting of the Corporation shall be held at such place and at such time, within four months, after the date of commencement of business by the Corporation as the board may determine. 33. Subsequent ordinary meetings shall be held once in every year at such time and place as the board may from time to time determine. 34 The business of an ordinary meeting shall be-

(a) to elect directors and auditors,

(b) to receive and consider, and either in whole or in part adopt, confirm or reject the accounts and balance sheets,

(d) to decide on any recommendation of the board with respect to dividend, and

(e) subject to the provisions of these by-laws, generally to discuss any affairs of or relating to the Corporation

35.

(1) The board may, whenever they think proper, call an extraordinary meeting, and they shall do so upon receiving a requisition in writing signed-

	(a) by the Minister; or

	(b) by the holder or holders of not less than one- third of the preference shares, or

	(c) by ten or more shareholders holding in the aggregate not less than one-fifth of the ordinary shares issued on which all calls and other sums then due have been paid.

(2) Any requisition so made shall express the object of the meeting proposed to be called, and shall be deposited at the head office of the Corporation.

36. Upon the receipt of any such requisition the board shall forthwith convene an extraordinary meeting and if they neglect to do so for one month after the deposit of the requisition, the requisitionists may convene such meeting by giving to the share-holders fourteen day's notice thereof at the least, specifying the place, day, and hour of meeting and the objects and business of the meeting. 37. No resolution passed at an extraordinary meeting convened by shareholders as aforesaid shall be binding on the Corporation, or have any effect, unless and until the same be confirmed by a second extraordinary meeting which shall be convened for the purpose in accordance with the foregoing provisions, except that seven days' notice thereof only shall be given. 38. No business shall be transacted at an extraordinary meeting other than business specified in the notice of the meeting. 39.

(1) Not less than seven nor more than fifteen days' notice of every general meeting specifying the place, time and hour of meeting and (except as regards the business to be transacted without notice at ordinary meetings) the objects and business of the meeting shall be given to the shareholders by circular and by advertisement.

(2) When it is proposed to pass a special resolution both the meetings required for the purpose of passing such resolution may be convened by one and the same notice and it shall be no objection to such notice that it only convenes the second meeting contingently on the resolution being passed by the requisite majority at the first meeting.

40. When any general meeting is adjourned for seven days or more, the board shall give not less than four days' notice of the adjournment to all the shareholders in the same manner as notice was given of the original meeting; but when such meeting is adjourned for less than seven days such notice shall when practicable, be served on each shareholder as early as conveniently may be before the day appointed for holding such adjourned meeting. 41. Every notice of a general meeting given by the board shall be signed by the general manager or by such officer as the board may appoint and every such notice given by shareholders shall be signed by the shareholder or shareholders convening the meeting. The non-receipt by any shareholder of a notice convening a general meeting shall not invalidate the proceedings at such meeting. 42. Except as otherwise provided by these presents no business shall be transacted at any general meeting unless there be present at the commencement of the business ten or more shareholders entitled to vote. 43. If at the expiration of one half-hour after the time appointed for holding a general meeting the required number of shareholders be not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved, but in any other case it may adjourn to such time on the following day or to such other day and to such place as the shareholders present at the expiration of the half-hour determine:Provided always that if five shareholders entitled to vote be not then present, the meeting shall stand adjourned to the next working day at the same hour and place as were appointed for the original meeting. 44. At any adjourned general meeting the shareholders present whatever their number, shall have power to decide upon all matters which were on the agenda of the meeting from which the adjournment took place; but no business shall be transacted at any adjourned meeting other than me business which was on such agenda and which was not taken up, or remained unfinished at the meeting from which the adjournment took place. 45. At every general meeting the chairman, if any, of the directors, or during his absence the deputy chairman, if any, or in the case of the absence or unwillingness to act of both, a director chosen by the directors present or, in the case of the absence of all the directors at the expiration on one half-hour from the time appointed for holding the meeting, then a shareholder chosen by the shareholders present shall preside as chairman. 46. The chairman, with the consent of a majority of the shareholders present at any general meeting, may adjourn such meeting from time to time and from place to place. 47. Every motion submitted to a general meeting except otherwise provided by law or by this Act shall be decided by a simple majority of the shareholders present and entitled to vote and voting by a show of hands unless a poll is demanded. In case of an equality of votes, the chairman shall have a second or casting vote. 48. If immediately on the declaration by the chairman of a general meeting of a division on any motion submitted to the meeting, and not relating to the appointment of a chairman or adjournment of the meeting, a poll be demanded by at least five shareholders present and entitled to vote at the meeting or by the Government representative it shall be taken at such time and place and in such manner as the chairman shall direct, and for that purpose he shall have power to adjourn the meeting, if he thinks fit to do so, for any time not exceeding fourteen days and the chairman's declaration of the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand of a poll or any adjournment of a meeting for the taking of a poll shall not prevent the continuance of such meeting for the transaction of any business other than that on which the poll shall have been demanded. 49. In case such poll be not taken on the day on which it is demanded, notice shall be given of the time and place of taking it in the same manner as in the case of an adjourned general meeting. 50. A declaration by the chairman that a resolution has been carried or in the case of a resolution requiring any particular majority that it has been passed by the requisite majority shall" be final and entry of such declaration in the book of proceedings of the Corporation shall be conclusive evidence thereof, without proof of the number or proportion of the votes recorded in favour of or against the motion to which such declaration relates. 51. The proceedings of every general meeting purporting to have been duly called and constituted, and all resolutions and decisions of such meeting shall be valid and binding on the Corporation notwithstanding any defect in the mode of convening the meeting or otherwise. 52. On a show of hands every member, who, being an individual, is present in person or, being a corporation, is present by proxy or representative, snail have one vote On a poll every member who is present in person or by proxy snail have one vote for every snare of which he is the holder: Provided that the preference shares shall not entitle the holder thereof to attend and vote at any ordinary annual meeting at which only ordinary business is to be transacted; but shall entitle such holder to be present and vote at all extraordinary meetings, and to be present at annual meetings at which special business is to be transacted and to vote at such meetings on such special business. 53.

(1) Any authority or corporation which is a shareholder of the Corporation may by resolution of its directors or other governing body authorize such person as is thinks fit to act as its representative at any general meeting, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation would exercise if it were an individual member of the Corporation and shall be reckoned in the quorum present at the meeting.

(2) The Government director shall by virtue of his office be entitled to exercise all the rights of the Government in respect of any shares held by it

54.

(1) If any shareholder be an idiot or a person of unsound mind, his legally appointed manager may exercise his vote and if any shareholder be a minor, his legally appointed curator or guardian may exercise his vote.

(2) No such manager, curator or guardian shall be entitled to vote unless he shall have deposited at the head office of the Corporation not less than forty-eight hours before the time of holding the meeting at which he proposes to vote, such evidence as the board may require that he is in fact the manager, curator or guardian of the shareholder whose vote he claims to exercise.

55. No shareholder shall be entitled to vote in person or by proxy at any general meeting in respect of any share held by him while any call or interest or an unpaid call due from him remains unpaid. 56. No objection shall be taken to the validity of any vote except at the meeting or poll at which such vote shall be tendered, and the chairman of such meeting shall be the sole judge of the validity of every vote tendered thereat. 57. Votes may be given either in person or by proxy, but every proxy shall be appointed in writing under the hand of the appointed, or in the case of a corporation under the hand of the secretary or other chief officer thereof. 58. Until the board otherwise prescribe, the following form with any requisite modification thereof, shall be the form of instrument of proxy: -I, A. B. of a shareholder of the Ceylon Hotels Corporation, appoint C. D. of . or him failing E. F. .of both being shareholders of the Corporation to vote as my proxy at the general meeting of the Corporation to be held at on the 19 and at any adjournment thereof. As witness my hand this day of ,19 59. No person shall be appointed or act as a proxy unless he is a shareholder qualified to vote, and unless the instrument of his appointment be left at the head office at least forty-eight hours before the hour for holding the meeting at which he is to vote. 60. The directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit and may determine the quorum necessary for the transaction of business. Until otherwise fixed the quorum shall be three. 61. The board shall be presided over by the chairman if present, or in his absence, by the deputy chairman, if any; but if neither a chairman nor a deputy chairman shall have been appointed, or if neither the chairman nor the deputy chairman be present at the time fixed for holding the meeting of the board, the directors present shall choose one of their number to preside. 62. Any question which shall arise at any meeting of the board shall be decided by a majority of votes of those present, and in the case of an equality of votes the director presiding at the meeting shall have a second or casting vote. 63. Alls done by the board or by a committee of directors or by a person acting as director, whether solely or as a member of the board or of a committee shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of the board, committee, or person acting as director, or that such person was not qualified to be a director, be as valid as if there had been no such defect and the person acting as director had been duly qualified. 64. The meetings and proceedings of any committee shall be governed by the provisions of this Schedule for regulating the meetings and proceedings of directors, so far as the same are applicable thereto, and are not superseded by the express terms of the appointment of the committee. In any matter in which no provisions are made by the board or by this Schedule a committee may conduct its business in such manner as it thinks fit. 65.

(1) The board shall cause minutes to be made in books provided for the purpose of the following matters, namely -

	(a) all appointments of officers and committees made by the board;

	(b) the name of the directors present at every meeting of the board, and at every meeting of a committee;

	(c) the proceedings and resolutions of all meetings of the shareholders, the board, and committees.

(2) Such minutes if signed by some person purporting to be the chairman of the meeting or of the board or committee to which it refers, or by any two directors present thereat, or by the chairman of the next succeeding meeting, shall be receivable in evidence without further proof of the matters therein contained or any other proof.

66.

(1) The board shall provide a common seal for the purposes of the Corporation, and may from time to time change the same; and such seal may be kept by such person and in such manner as the board from time to time may determine, but shall not be used except by the authority of the board and in the presence of at least two directors, or of one director and the general manager or other officer appointed for the purpose by the board, who shall sign the document to which the seal is affixed.

(2) The board shall have full power to use the common seal in the execution of all or any of the powers hereby vested in them, or otherwise in relation to the affairs and business of the Corporation as they in their discretion see fit.

67. No director shall be disqualified by his office from contracting with the Corporation nor shall any such contract entered into by or on behalf of the Corporation in which any director shall be in any way interested, be voided, nor shall any director so contracting or being interested be liable to account to the Corporation for any profit realized by or arising out of any such contract but the fact of his being interested and the nature of his interest shall be disclosed by him at the meeting of the directors at which the contract is considered if his interest then exists, or in any other case at the first meeting of the directors after the acquisition of his interest. A general notice that a director is a member of a specified firm or company, and is to be regarded as interested in any subsequent transactions with such firm or company, shall be sufficient disclosure under this by-law, and after such general notice it shall not be necessary to give any special notice relating to any particular transaction with such firm or company. 68. No director shall as a director vote in respect of any contract in which he is so interested as aforesaid and he shall withdraw from the meeting of the directors while any such contract is under consideration and the vote thereon is being taken. If any director does so vote, his vote shall not be counted. 69. Nothing in by-law 68 shall apply to any contract made by or on behalf of the Corporation to give to the directors or any of them any security for advances or by way of indemnity. 70. The business of the Corporation shall be controlled by the board, who, in addition to the powers and authorities by law and by this Act expressly conferred upon them may, Without any further power or authority from the shareholders, exercise all such powers, give all such consents, make all such arrangements, and generally do all such acts and things as are or shall be by law or by this Act directed or authorized to be exercised, given, made, or done by the Corporation, and are not thereby expressly directed to be exercised, given, made or done by the Corporation in general meeting. 71. The board may delegate any of its powers, other than the power to make calls or to appoint the general manager, to Committees consisting of two or more directors, or to a director, or to the general manager or to any other officer of the Corporation selected by the board, and they may from time to time revoke any such delegation either wholly or in part and either as to persons or purposes; but every such committee, director, general manager or other officer shall, in the exercise of the powers delegated to it, or him, conform to all such regulations as are prescribed by the board. All acts done by any such commitiee, director, general manager or other officer, in conformity with such regulations and in fulfilment of the purposes of its or his appointment, but not otherwise, shall have the like force and effect as if done by the board. 72. Where by reason of forfeiture, surrender, or otherwise the Corporation acquires an interest in or title to any of its own shares, the board shall sell, cancel or otherwise dispose of such share as soon as conveniently may be. 73.

(1) A resolution signed by all the directors of the Corporation for the time being shall be as valid and effectual as if it had been passed at a meeting of the board.

(2) Any such resolution shall be recorded in the minutes book containing the proceedings of the board as if it had been passed at a meeting of the board.

74. During the five years commencing from the establishment of the Corporation the directors shall be paid out of funds of the Corporation such remuneration as the Minister from time to time shall fix: Provided that such remuneration shall not exceed three hundred rupees per month. 75. The Chairman shall out of the funds of the Corporation be paid an additional remuneration for his services at the rate of two hundred rupees per month. 76. A sum of fifty rupees shall be deducted from the remuneration of the chairman or any director in respect of each meeting of the board which he fails to attend. 77. A director in whose place a person has been appointed to act shall not receive the remuneration attached to his office during the continuance of such acting appointment, but such remuneration shall be paid to the person acting in his place. 78. After the period of five years aforesaid the remuneration of the directors shall be determined from time to time by the shareholders in general meeting. 79. Where any director is entrusted with any special mission or function or by request performs special services on behalf of the Corporation the board may grant him such additional remuneration as it thinks fit. The directors may be repaid by the Corporation all such reasonable travelling, hotel and incidental expenses as they may incur in attending meetings of the board or of committees of the board or meetings of shareholders or which they may otherwise incur in or about the business of the Corporation. 80. All remuneration to which the Government director becomes entitled shall be paid to the Consolidated Fund. 81. The directors may, with the sanction of the shareholders in general meeting, declare a dividend to be paid to the shareholders in proportion to the amount from time to time paid on their shares (but exclusive of any amount for the time being paid up in advance of calls and carrying interest at an agreed rate), and subject to any special privileges or priority for the time being subsisting with regard to any particular class of shares. 82. In sanctioning a dividend recommended by the directors the shareholders shall not be entitled to increase such dividend. 83.

(1) If the profits of any financial year of the Corporation, available for distribution by way of dividend after providing for contingencies and transferring twenty per centum of the profits to the reserve fund in accordance with the provisions of this Act but before making any other transfer out of profits to the published reserve or reserves, are sufficient to pay the whole or any part of the dividend on the preference shares but the directors are of opinion that such dividend should not be paid but that such moneys should be retained in order to strengthen the position of the Corporation, the Secretary to the Treasury may require the distribution of such profits by way of dividend unless the directors furnish him with a certificate from the auditors for the time being of the Corporation to the effect that in the opinion of such auditors the course proposed to be adopted by the directors is necessary in the interest of the Corporation.

(2) The directors shall, in the absence of the certificate provided for in paragraph (1), be bound to comply with any request made under this by-law by the Secretary to the Treasury.

84. If and so long as ordinary meetings are held once a year only, the directors may, without the sanction of a general meeting, declare half-yearly dividends in those half-years during which an ordinary meeting is not held: Provided that the general manager shall have reported to the directors that the profits earned by the Corporation in the half-year justify the payment of such dividend. 85. As soon as may be convenient after the end of each financial year of the Corporation the general manager shall present to the board a statement of the Corporation's profits after making such provision as he considers necessary for all bad and doubtful debts and other contingencies. The board may increase but shall not reduce such provision and the profits available for payment of dividend shall be calculated after the deduction of the provision finally determined by the board. No dividend shall be paid except out of the profits arising from the business of the Corporation and except after providing for the maintenance of the capital of the Corporation and for the establishment and maintenance of such reserve fund or funds as the board is bound to establish and maintain and any directors who knowingly and wilfully concur in the declaration or making payable of any dividend in breach of the provision of this by-law shall be jointly and severally liable for the amount of such dividend as a debt by them to the Corporation. 86. Any amounts standing to the credit of any reserve funds and also any other funds of the Corporation not for the time being employed in or required for the purposes of the business of the Corporation shall be invested in stocks, shares, debentures, bonds or securities issued or guaranteed by the Government of Ceylon or by any other Government of any other country which is a member of the Commonwealth or any local or public authority in Ceylon. 87. No unpaid dividend shall at any time bear interest as against the Corporation. 88. The board may deduct from the interest and dividends, payable to any shareholder all sums of money due from him to the Corporation on account of calls or interest thereon or otherwise. 89.

(1) Notice of all dividends and of interest payable on capital paid in advance shall be given to every shareholder entitled thereto. Any such dividend, or interest unclaimed for three years after such notice may be forfeited by the board for the benefit of the Corporation.

(2) Notwithstanding such forfeiture the board may at any time thereafter, if they think fit, authorize the payment to any claimant who shall adduce a title thereto to the satisfaction of the board.

90.

(1) Any notice, circular or other document required to be served by the Corporation upon any shareholder may be served either personally or by being sent by post to the shareholder at his registered address, and every notice or document sent through the post shall be deemed to have been served at the time at which it would have been received in the ordinary course of post.

(2) In proving such service by post it shall be sufficient to prove that the notice or document, or the letter containing it, was duly addressed and posted.

91. Any notice or other document required to be served upon the Corporation by any shareholder may be served by leaving the same at the head office, or by sending it through the post addressed to the Corporation at the head office, and in proving such service by post, it shall be sufficient to prove that the notice or document, or the letter containing it, was duly addressed and posted or left at the head office. 92. All notices required by these presents to be or which may be given by advertisement shall be advertised in the Gazette and in one of the daily newspapers published in Colombo, and shall be deemed to have been sufficiently given if so advertised. 93. Every person who by operation of law, transfer, or other means whatsoever shall become entitled to any share, shall be bound by any and every notice or other document which previous to his name and address being entered in the register in respect of that share, has been given to the person from whom he derives his title. 94. When any notice or document is sent in accordance with these regulations to the registered address of a shareholder, then, notwithstanding he be then deceased, and whether or not the Corporation has notice of his decease, such notice or other document shall, for all the purposes of these regulations, be deemed to have been served on his heirs, executors, or administrators, notwithstanding they are not named therein.

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