Book review:

New Companies Act - Simplified Parts I and II

K.Kanag-Isvaran

I was requested to write this review in February this year - but for various reasons it had to be postponed. One of the many reasons was due to the daunting task of reviewing the work - big or small - of a man who autographs his work with excellence.

To do justice in a short review is not easy. In doing full justice one might end with a monograph! So I opted for the broad sweep, the view of a sky glider, rather than the focused dig of an archaeologist. The aim being to capture the essence of the work.

Neelakandan is well placed to write these two volumes on the subject.

He was a member of the Advisory Commission on Company Law which drafted the Companies Act No.7 of 2007. Moreover, he was almost single handedly, with his personal team, responsible for drafting the Forms referred to in the body of the Act. They are reproduced in the work.

Neelakndan's work constitutes a necessary and indeed an indispensable part of the working equipment of every practitioner, whether in the High Court or in the District Court and also anyone who is or may be involved in the machinery of the corporate world.

It is small and portable, yet retains the authority of scholarship. It is clearly intended to serve the purposes of an aide-memoire for experienced practitioners and to act as a primer for those less familiar with the text of the Act.

It explains the climate change brought about by the new Companies Act and the change of culture which must necessarily follow in the application and administration of the new Act.

Part I was published in June 2007 and Part II in November 2008.

Part I of the Act is divided into 21 Chapters, in a sequence of its own , not necessarily following the chronology of the treatment of the subject in the Act but directed towards an easy and consumer friendly approach to the contents of the Act springing from his practical experience of what a reader would want to know immediately.

Preceding the treatment of the subject under the different Chapters, Neelakandan has collated in colourful paper in 24 pages what he calls "Important Provisions of the new Companies Act in a nutshell" - which is bound to be a great hit with busy practitioners.

The respective Chapters in Part I deals with the subject matter in broad heads taking the reader directly to the subject of his inquiry - whether it be in respect of the different types of companies, directors of companies, shareholders, meetings of companies, prescribed forms and fees etc.

Each Chapter deals with its subject in a precise and comprehensive form with explanatory notes indicating the genesis of the sections and identifying the country of its origin. An Appendix to each Chapter provides information as to the relevant Forms referred to in the respective sections for easy and ready reference.

All prescribed Forms are reproduced at the end of the Part, followed by a comprehensive Index.

Part II published in November 2008, is clearly more oriented to the use of the practitioner.

It begins with Chapter 22, investigation of company's affairs through oppression and mismanagement, applications to court, derivative actions, winding up, administration, amalgamation, compromise with creditors etc., ending with Chapter 38, relating to Overseas Companies.

A special section deals with New/Amended Regulations and Forms, a Guide for Company Secretaries, Model Draft minutes , notices and resolutions ending with "Focus on Case Law' - a collection of useful case law on different but necessary aspects of company law of use to practitioners.

Part II also has a special section on overseas companies owning property in Sri Lanka in which Neelakandan has given an exhaustive note on the law relating to Transfer of Property Tax through its tortuous history of Gazette notifications and amendments to the law dealing with the subject from time to time. Information collected no doubt by his industry.

I extend my warmest congratulations to Neelakandan for this extremely valuable contribution to the legal and commercial world.

The writer is President's Counsel, Member, Law Commission of Sri Lanka, Immediate Past Chairman of the Company Law Advisory Commission.