Sri Lanka Consolidated Acts

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The Associated Newspapers of Ceylon, Limited (Special Provisions) Law (No. 28 of 1973) - Sect 6

Special provisions in respect of certain matters

6.
(1) The provisions set out hereafter in this subsection shall have effect in respect of the following matters: -
(a) The Directors of the company on the day immediately prior to the appointed date shall cease to hold office as such on that date.
(b) The management and administration of the business and affairs of the company shall be vested in a Board of Directors constituted as provided in this section.
(c) The Board of Directors so constituted may exercise, discharge or perform the powers, functions or duties of the company for the purpose of carrying on the business and administering the affairs of the company.
(d) The first Board of Directors of the company after the appointed date shall consist of five Directors all of whom shall be appointed by the Public Trustee, and- The Public Trustee shall nominate one of the Directors to be the Chairman of the Board of Directors and Managing Director of the company.
(i) at least one of whom shall be a person who was the holder of any shares of the company on the day immediately prior to the appointed date,
(ii) at least one of whom shall be a person who is a working journalist of the company, and
(iii) at least one of whom shall be a person who is a qualified accountant.
(e) The Directors constituting the first Board of Directors of the company after the appointed date shall, unless they earlier vacate office as such, hold office as such Directors until the conclusion of the first annual general meeting of the company.
(f) The first annual general meeting of the company shall be held before the expiration of a period of one year from the appointed date.
(g) At the first annual general meeting of the company after the appointed date, and at every subsequent annual general meeting of the company, the persons who are the holders of shares of the company shall elect from among themselves five Directors of the company who shall, unless they earlier vacate office as such, hold office as such Directors until the conclusion of the next annual general meeting of the company:
(2) For so long and so long only as the Public Trustee is entitled to appoint a Director or Directors of the company, he shall not be entitled to participate or to vote in the election of the other Directors of the company.
(3) A person may be appointed by the Public Trustee as a Director of the company not with standing that such person does not have the necessary qualifying share or shares of the company as may be required by the articles of association of the company to enable him to be such Director.
(4) The Director or Directors of the company appointed by the Public Trustee under paragraph (g) of subsection (1) shall, unless he or they earlier vacate office, hold office as such Director or Directors until the conclusion of the next annual general meeting of the company after his or their appointment.

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