Manifestation of clarity and understanding

New Companies Act Simplified - (part I)
Author: Kandiah Neelakandan, Partner of Murugesu and Neelakandan, Attorneys-at-Law and Notaries Public)

Review: J. Romesh de Silva President's Counsel

LAW: Mr. Kandiah Neelakandan has been known to me for several years, perhaps some decades; first as a worthy opponent in Court, then as a colleague in the Executive Committee of the Bar Association of Sri Lanka and professionally in the preparation and presenting of the several cases to court. In all these endeavours he has shown very clearly qualities which are manifest in the book namely, ability, capability, conscientiousness, hard work and commitment to the cause.

This book is refreshing firstly because it comes from the depth of the author. Clearly the author has understood the subject and manifested it in the book. This is in contrast to several books written which are in reality 'cut and paste jobs' or only serve as "digests".

Several books in the country written today are merely a 'haste to publish', 'a necessity to add a book to curriculum vitae' or to fulfil the old adage publish or perish. This book is in sharp contrast; it shows that the author clearly has read, understood and digested the topic and has in his own words shown a desire to share knowledge with others.

It is also timely, in that it is published at a time when several persons are attempting to grapple with the new Companies Act.

Innovations

The new Companies Act brings in several innovations; Some of the more important of these innovations are: The abolition of the ultra vires doctrine, the altered definition of a shareholder, rights of shareholders, duties of Directors, minority buy outs, ability of Company to buy its own shares, doing away with par value and distribution of assets dependant on the solvency test.

This Law has also given statutory recognition to certain aspects of recognized law as derivative actions and the duties of directors.

These topics have been aptly dealt with in the book.

The author does so by inter alia adopting the following methodology: Division of the Book into chapters which deal with topics/subjects rather than a slavish adherence to the sequence of sections; each topic contains the relevant sections of the Companies Act so that a reader could appreciate the different provisions of the Act dealing with a subject and understand the manner in which the Companies Act deals with the topic/subject; the annexing of formats under each topic; the use of graphs and floor charts so that at a glance the reader can easily understand the scheme of the relevant sections; the reference to the corresponding (or similar) sections in the New Zealand and Canadian legislation - starting point for further research, the inclusion of explanatory notes when necessary and check list at the end of the publication.

It has an excellent summary in the first chapter which may even suffice for a person familiar with Company Law to understand broadly the new Companies Act.

Simple language

The author has not 'jargonized' the text and has used simple language so that any reader can easily understand it. The format is akin to a nutshell though the publication is not a nutshell. It is easy to read. The publication is concise and to the point, not verbose which shows the clarity of thinking and the depth of understanding of the author.

The combination of the topics, the presentation and the format ensure that the reader will acquire a thorough knowledge of the provisions of the Companies Act. The Book is easily digestible, and a useful reference tool.

The importance of the methodology followed by the author in the division of the book into subjects and relevant sections included in such subjects is perhaps illustrated by the two examples.

Abolition of Ultra Vires

The new Act seeks to abolish Ultra Vires in relation to the workings of a company.

However, the author at that point set out the provisions of section 185 (2) and has given the definition of Major Transaction which has been defined inter alia as follows:

At this point the author puts in the following note:

Although the doctrine of ultra vires is abolished under the new law and the objects are not mandatory one has to be mindful of the item (d) in the definition of "Major transaction" quoted above.

A transaction (or a series of transactions) which has (have) the purpose or effect of substantially altering the nature of the business carried on by the Company cannot be entered into without the approval or ratification of at least 75% of the Shareholders unless it is included in one of the objects (included in the Articles). Therefore it may be prudent to have a set of objects to cover all the anticipated businesses.

On the previous page, the author sets out that a major transaction has to be approved by (or is contingent on approval) by Special Resolution.

Thus, it becomes clear to the reader that 'in practice' the Ultra Vires doctrine is not altogether abolished. The juxtaposition of the relevant sections makes this clear to the reader.

Definition of share-holder

In Chapter 12 the author sets out the meaning of shareholder as per section 86 of the Act.

In the same chapter, the author refers to section 232 which gives a different meaning to the term shareholder.

Thus, the same Act defines shareholder in two separate ways though the definition in Section 232 is confined to actions in terms of sections 224 to 228 of the Act (Minority Right actions). The placing of these two sections in one chapter brings into focus these two ways in which a shareholder has been defined in the Act.

Shareholder

It is interesting to note that in the New Act, a person to whom a share has been transferred and whose name ought to be, but has not been entered in the register is recognized as a shareholder. The Old Act restricted a shareholder to a person whose name appeared in the Register.

Thus, a certified extract of the Share Register will determine who a shareholder is. The new Act may give rise to several contentions as to who a shareholder which may be another matter to be decided at the threshold stage.

These are but two examples to illustrate the importance of the methodology of the author's work. The whole book is arranged in this way.

In these circumstances, it is my view that, the book is useful for all persons interested in Company law, be they jurists, lawyers, company personnel or Company Secretaries. It provides an understanding of the Companies Act and serves as a foundation for greater research. It is indeed a New Companies Act simplified.

Poet with an authentic and original voice

Termite Castle

Author: Asgar Hussein

Review: Prof. Yasmine Gooneratne

POETRY: It is a long time since I have read a first collection of poetry that delivers so much power and passion. This particular aspect of the book is not evident in its opening pages.

In quiet verses, drawn possibly from the body of his early writing, Asgar Hussein begins by meditating and reflecting upon certain 'universal' themes that haunt us all; and while the reader notes the range and variety of his subjects, it is some time before the poet's authentic and individual voice can be heard.

When it does, it establishes its owner as deeply concerned with language, and possessed of a strikingly original mind. One of the pleasures of this collection rests in the way Asgar Hussein's imagination mints, again and again, the unforgettable phrase: I am cautious, slow, like a snail on the edge.

Of a blade.

Or, as in 'Waiting', where the earth longs for rain, 'lips cracked'.

But the sky does not tip its cup.

Poet's reflections

When this feeling for language links up with the poet's reflections on the passage of time, it does so to remarkable effect. Addressing Time in poem after poem as the thief of life, Hussein employs a tone which beckons the reader into a conversation that is as fresh in its images as it is unusual in its approach to a perennial theme.

You grow, like a plague you grow;
You swim in my veins
Taking me to the certain mouth
Of your cave - your great
democracy
Of bones.
So far, I have escaped your live
wires, Your mosquitoes,
your bolts
Of lightning, your angry fires,
Your tsunami waves and
your hordes
Of viruses; You still blow
Cigarette smoke in my face,
And no zebra crossing is
completely safe.
How will I enter your territory,
Your state beneath the rubble of epitaphs?

These lines from 'Like an Approaching Shadow' pose questions that everyone must face sooner or later; and those who have managed to elude them up to the present time cannot escape the challenge posed in a poem such as 'Time speaks to Man':

... You play with atoms and genes
-You can reduce cities to ash
And tamper with nature;
You know the ways of galaxies,
Viruses and even your own
psyche;
But do you truly know me?
Can you slow me down
Or concoct the elixir of life?

Live in the most sacred places! says the poet. 'Study the esoteric works! Perform the arcane rituals!' No matter how much Man tries to call on his skill and genius,
... Can you prevent your decay
To oblivion and bone as I flow forth?

Shadowed by his master-theme of the inevitable passage of time, Hussein's verse moves from the general to the particular: the mystic who vainly attempts to attain mastery of the `eternal truth'; a forest spirit who laments that urban 'structures' and 'cold tarred roads' have grown up where there was once a forest 'that pulsed like nature's heart'; the devaluing of currency (in 'The Centenarian's Ten Cents' and 'The Inquisition')'; a family home which is now a heap of rubble that even its ghosts have abandoned ('That House'); or a clay hill built by termites that once was home to an intricate civil society but, like everything else that comes under the poet's eye, loses its character with passing time, and its very identity.

Entertaining moments

There are many entertaining moments in this collection, in which the poet's meditations take up the ironies of history. One such moment occurs in 'Of Fungi and Beauty', when the poet notes wryly how scientific research has invaded the sanctity of gomara, the golden beauty spots on women's complexions that were so much beloved by the poets of ancient times:

Village boys would have
Repeated the verses
Under the shade of kumbuk trees,
Praising their lovers
Blessed with such beauty spots,
Ecstatic in their presence,
Like bees drunk on nectar.
Alas, time has destroyed even this, for with the arrival of Dr Aldo Castellani, the Italian physician who served in Sri Lanka for twelve years early last century,

The old verses lost their flavour
Under his microscope;
Here is a fungus, he announced,
And centuries of poetry
Glared at him with cold eyes.

As the book moves to its end, its mood becomes more sombre. It is tragic but inevitable, as the nation goes through its present period of bloody struggle and flight, that the imaginations of young poets should be haunted by images of war. Some of the best and most vividly realized poems in this collection take up the subject of death in battle.

In `Now that I am a Man', a poem that will live a long time in the mind of this reviewer, we hear the voice of a young soldier who has been forced to 'put away childish things'.

One after another, the playful images of his childhood give way to horrific images of war: the fire crackers of 'after school moments' morph into charred body fragments flung up by an exploding jeep; liquid squirted from a bud changes into metal sprayed at men, 'my finger hard on the trigger'; and the 'winged fruit of so many hora trees', descending like helicopters over a quiet village, turn into a terrible reality:

Now I rush through grass in
tumult
Into the iron thing with rotating
blades;
It carries me over palmyra trees
Toward my last battle.

Meditation

And yet there is room here too for meditation and reflection, as in 'Modern Warfare', an ironic overview of war in history. Hannibal, Alexander, Dutugemunu and Elara are eclipsed and forgotten, as war 'loses its memory', its glory and its skill, spurning 'the art of the chessboard and the valour of a wild charge':

Now you can die without a fight
Or kill without risk
War thinks the finger is the hero
Press a button for an airstrike
Press a button for a landmine
blast
Or wait at the wrong place
At the wrong time
And die without the chance
For a few seconds of courage ...
Indeed, as Hussein's poems
on the subject justly say:
War does not want to inspire
epics anymore
But it still needs the horror.

Altogether, this is an outstanding book, so much so that it is hard to accept it as a first collection. Hussein strikes me as a true poet, capable of unusual range and variety of subject, and possessing, most importantly, an authentic and original voice.

I shall look forward to his next volume of poetry, even as I read and re-read this one. The reviewer is a renowned academic who has also won much acclaim as a novelist, poet and critic. She is Professor Emeritus of Macquarie University in Australia and was awarded the Order of Australia for distinguished services to literature and education.

Interesting collection of stories and poems

Short Stories and Poems

Author: J. T. Mirando

An author publication

Review: Carl Muller

FICTION: In the days of long ago, story-tellers made homes the wonderful things they were. This is a tradition that has gone somewhat astray, although we can still listen to a sleepy grandfather mumble of those days when he was young and girls would giggle and the boys would shrug and say, "Appachi must have been living in the stone age!"

Today, although this vocal art of story-telling seems to have dwindled rapidly, and the really good stories are told by the politicians, we have the many who write, carry their stories into print and search their own past to tell us so much in their books.

This is one service I can commend with all my heart. Newspapers, publishers, give to each of us that old padda-boat to carry us along the canals into the past - and this is where J. Titus Mirando comes in.

Hackneyed cliches

I am not looking at the manner of his writing and the hackneyed cliches, and I'm not going to say that he has a 'literary manner' and that he is on his way to being a great literary artist. I will not tell you of the many typos that have somehow missed his eye.

All that would be rather foolish of me. He undoubtedly has this knack of unpacking a lot of the little things of his day and assembling them, even considering them with a rueful eye, and eureka! There's a story to tell.

He has peppered this collection with his poems as well and I cannot, in any truth, think them special or unique or of the highest quality - but what of it? He's trying, and I admire the effort. What is more, he is not writing for the money but just to record all he has known of, heard of and put it all in his readers' laps.

One mind singing songs that could be most endearing, despite the many grammatical wrong notes, the couching of lines that are rather old-fashioned and the movement of the characters who seem to live both in the present and the past.

Midnight trysts

Mirando's first story is one that is quite familiar: that of a man and woman who find love becoming wholly one-sided.

There is much detail - the wife's secret midnight trysts, the treasured objects of the home that she gives her poor lover (even her wedding ring!) and Mirando throws in those old well-worn superstitions of his day: A mishap on the wedding day brings trouble to the couple in later years... to see a lone sparrow when on the honeymoon brings nothing but sorrow.

I feel that these two events should have launched the story - the wedding, the mishap, the sparrow - but that's only my opinion. Anyway the good husband meets his death outside the kitchen door, apparently trying to follow his wandering wife and the bad woman is left to learn that her poor lover, having had his fill of her, wants her no longer.

A fitting end, one may say, but there is a hint of mystery that Mirando does not unravel. The husband's death is a whodunit of sort, but there is no follow-up.

Out of wedlock

The old story of the woman in white is redone in the second story, but this time this mohini brings the man good fortune. With such meat to digest, we can expect the way the stories will turn out - a girl with her son born out of wedlock, the man determined to surmount all odds to marry her while her bastard son is pushed out of doors by the girl's shame-faced parents.

The couple eventually marry but she is unhappy. When a servant boy is brought into the home, the wife has nothing but hatred for him. One day she beats the boy so cruelly that he has to be hospitalised - and then the truth: the boy, with his birthmark, is the son she bore.

What Mirando has done is work his stories into decidedly happy endings as best he could, as if to say, "there's hope, even for the worst of us." The stories are, in a way, quite interesting with a love theme that pervades, telling us that the writer is quite the romantic.

Do not dismiss this collection, for there is much of the days when poltergeists played their games, wives running off with the chauffeurs, and the soldier who celebrated his son's birthday by coming home from the front in a coffin, and the sight of one ghost pursuing another; the attentions paid to a young boy by a paedophile; and haunted houses where the spirits are both willing and able carry that Mirando blend.

This is an interesting collection and as the writer says, most of the stories are true. In fact, some of them are in the first person and carry his reactions to events deftly. He needs to keep writing, of course, and I hope that this small success will develop into something extraordinary in the days to come.

Short & Verse

FICTION: Short & Verse, a collection of short stories and poems by M. T. L. Ebell will be launched on Monday July 16 at the National Library Services and Documentation Board (NLSDB), 14, Independence Avenue, Colombo 7. The book is published by Vijitha Yapa Publications.

Short & Verse is a selection of work published over the years in Sri Lankan newspapers. The varied themes the reader will find in the book include subjects ranging from the war and the child soldier to relationships and dreams in daily life.

M.T.L. Ebell is a full-time housewife who writes to express her individuality. In the early years of marriage her family provided her with much interesting copy. This gave birth to a series of columns in a Sunday newspaper entitled "Motherhood - With a Pinch of Salt" published under the pen name 'Marie'. Under this name, she also wrote short stories which appeared in a woman's weekly.

In 1996, the English writers cooperative of Sri Lanka conducted a short story competition. Submitting an entry for the first time as M.T.L. Ebell, she won this competition with her entry, "Shadows" which is included in this book. She was invited to join the English Writers' Workshop, now known as The Wadiya Writers.

This helped her to focus on her writing and her short stories were published regularly in newspapers and in Channels, the journal published by the English Writers Cooperative of Sri Lanka, and in Waves the magazine produced by the Wadiya Writers.

In 2004 she joined the English Writers Cooperative by invitation. Actively involved since, in 2006 she was privileged to serve as Editor of Channels Volume 13 Book 2.