Malawi Act or statute

Malawi legislation

Malawi Railway Holdings Company Act, 1966

This section gives the Act its short title: the Malawi Railway Holdings Company Act. This section defines several terms used in the Act. This section creates Malawi Railway Holdings Company and sa…

agentsannual accountsboard compositionboard decisionsboard meetingsborrowing powersborrowingscapitalisationcompany governancecompany powerscompany registercompany sealCompany law Company lawcorporate ownershipcorporate taxdefinitionsdirector appointmentdividendsdocument authenticationEmployment lawfinancial recordsfinancial reportingfinancial yeargovernment holdingincorporationlimited liabilityministerial controlministerial reportingministerial rulemakingobjects of companyprofitsquorumregistered officeregulationsshare certificatesshare issuanceshare transfershare transfersstamp dutyvoting

Jurisdiction: Malawi
Structure: 17 provisions
Citation: Act 34 of 1966
Official identity: Year 1966
Dates: Enacted 1966 · Source version 31 Dec 2014

More statute details

Official identity: Year 1966
Dates: Enacted 1966 · Source version 31 Dec 2014

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Purpose and legislative effect

“This section gives the Act its short title: the Malawi Railway Holdings Company Act.”

This section gives the Act its short title: the Malawi Railway Holdings Company Act. This section defines several terms used in the Act. This section creates Malawi Railway Holdings Company and says it has perpetual succession and a common seal, can own property, and has limited member liability. The Company’s objects include acquiring, holding, managing, disposing of, and exercising rights attached to railway or other transportation securities or interests. The Company may borrow money and do other lawful connected acts. The Minister may extend or vary the Company’s objects and powers by order published in the Gazette. The Government must cause the beneficial interest in specified shares in Malawi Railways Limited to be transferred to the Company.

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Enacted 1966 · Source version 31 Dec 2014. The date shown identifies this source expression and should not be treated as proof that no later change exists.
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Short title

This section gives the Act its short title: the Malawi Railway Holdings Company Act.

Section 1

Section 5

The Government must cause the beneficial interest in specified shares in Malawi Railways Limited to be transferred to the Company.

Section 5

Meetings of the Board

The Chairman calls board meetings, the Board can decide how meetings are run, and the Chairman has a casting vote if votes are equal.

Section 9

Audit

The Company’s accounts must be audited by auditors appointed yearly by the Board, with the Minister’s approval.

Section 13

Regulations

The Minister may make Regulations after consulting the Board.

Section 17

Source and current-law status

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Source record from malawilii.org · Enacted 1966 · Source version 31 Dec 2014

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Showing 17 of 17 provisions

Provision 15Short titleInterpretation

Part I

Preliminary

§ 1Short titleShort title

This section gives the Act its short title: the Malawi Railway Holdings Company Act.

1. Short title This Act may be cited as the Malawi Railway Holdings Company Act.

Section 1Verify source

§ 2InterpretationInterpretation

This section defines several terms used in the Act.

2. Interpretation In this Act, unless the context otherwise requires- " Agricultural Development and Marketing Corporation " means the Agricultural Development and Marketing Corporation incorporated under the Agricultural Development and Marketing Act; [Cap. 67:03] " Board " means the Board of Directors referred to in section 8 ; " Chairman " includes any director acting as Chairman under section 8 ; " the Company " means the Malawi Railway Holdings Company incorporated by this Act; " Lonrho Limited " means the company of that name incorporated under the United Kingdom Companies Acts; " Malawi Railways Limited " means the company of that name incorporated under the United Kingdom Companies Acts; " securities " in relation to a body corporate includes shares, stock, debentures, debentures stock, and any other security of a like nature, of the body corporate.

Section 2Verify source

Part II

Incorporation and management of Company

§ 3Incorporation, limitation of liability, offices, agents and sealProvision

This section creates Malawi Railway Holdings Company and says it has perpetual succession and a common seal, can own property, and has limited member liability.

3. Incorporation, limitation of liability, offices, agents and seal (1) There is hereby incorporated a company to be known as Malawi Railway Holdings Company which shall be a body corporate with perpetual succession and a common seal capable of suing and being sued in its corporate name, and which, subject to this Act, may acquire, hold and dispose of movable and immovable property. (2) The liability of the members of the Company shall be limited to the amount, if any, unpaid or not credited as paid on the shares of which they are the holders. (3) The Company shall have its head office in Malawi and may open branches in or outside Malawi and appoint agents in accordance with the decisions of the Board . (4) The common seal of the Company may be affixed to any documents under such condition as may from time to time be determined by the Board , and shall not be affixed otherwise.

Section 3Verify source

§ 4Objects and powersProvision

The Company’s objects include acquiring, holding, managing, disposing of, and exercising rights attached to railway or other transportation securities or interests. The Company may borrow money and do other lawful connected acts. The Minister may extend or vary the Company’s objects and powers by order published in the Gazette.

4. Objects and powers (1) The principal objects of the Company are— (a) to purchase or otherwise acquire, hold, manage and dispose of securities of or any interest in any corporation or other enterprise carrying on railway or other transportation operations or business in Malawi or elsewhere including any such securities or other interest held by the Government; (b) to exercise the rights attached to such securities or interest. (2) The Company may borrow moneys and do all such other lawful acts and things as may be incidental or conducive to or connected with the principal objects specified in subsection (1). (3) The Minister may, by order under his hand, which shall be published in the Gazette , extend or vary the objects and powers of the Company .

Section 4Verify source

§ 5Section 5Provision

The Government must cause the beneficial interest in specified shares in Malawi Railways Limited to be transferred to the Company.

5. Transferor certain shares to the Company Government shall cause to be transferred to the Company , for the consideration specified in section 6 , the beneficial interest in all the shares in Malawi Railways Limited which it has at the date of coming into operation of this Act and which it may thereafter acquire.

Section 5Verify source

§ 6CapitalProvision

This section sets the Company’s authorized capital, lets the Board increase capital with the Minister’s consent, and requires the Board to issue shares and share certificates in specified ways.

6. Capital (1) The authorized capital of the Company shall be three million two hundred thousand Kwacha (K3,200,000) divided into one million six hundred thousand (1,600,000) shares of two Kwacha (K2) each. (2) The capital of the Company may from time to time be increased by such amount as the Board , with the consent of the Minister, may resolve. (3) The Board shall issue shares in the Company as follows— (a) to the Government, in consideration for the transfer to the Company of its beneficial interest in sixty-one thousand (61,000) Ordinary shares of two Kwacha (K2) each and one million and eighty-one thousand, six hundred and twenty-five (1,081,625) "A" Ordinary shares of ten tambala (10t) each in Malawi Railways Limited , one million, one hundred and forty-two thousand, six hundred and twenty-five (1,142,625) shares in the Company credited as fully paid; (b) to the Agricultural Development and Marketing Corporation in consideration for services rendered in the financing of the Company one hundred (100) shares in the Company credited as fully paid up; (c) to the Government, in the event of the Government acquiring two hundred and fifty-seven thousand, eight hundred and forty-six (257,846) Ordinary shares of two Kwacha (K2) each and ten (10) "A" Ordinary shares of ten tambala (10t) each in Malawi Railways Limited by arrangement with Lonrho Limited , in consideration for the transfer to the Company of such shares, two hundred and fifty-seven thousand, eight hundred and fifty-six (257,856) shares in the Company credited as fully paid-up. (4) The Board may issue the remaining shares in the Company in consideration of the payment in cash of the nominal value thereof, or in exchange for securities . (5) A certificate shall be issued by the Board to the holder of shares in the Company certifying the number of shares held by him. [9 of 1985]

Section 6Verify source

§ 7ProfitsProvision

The Board must determine the Company’s profits for each financial year after meeting current expenditure and making any provision it thinks fit for future development, depreciation, and similar matters.

7. Profits (1) The profits of the Company for each financial year of the Company shall be determined by the Board after meeting all current expenditure for that year and making such provision as the Board may think fit for future development, depreciation of assets and other matters usually provided for by companies of a like character. (2) The net profits of the Company shall be available for payment of a dividend to shareholders.

Section 7Verify source

§ 8DirectorsProvision

The Company is run by a Board of Directors, with directors appointed by the Minister and the Minister controlling chairmanship and vacancies.

8. Directors (1) The Company shall be managed by a Board of Directors. (2) There shall be not less than three nor more than five Directors of the Company who shall be appointed by the Minister as follows— (a) one director shall be a person representing the Ministry of Finance of the Government; (b) one director shall be a person representing the Malawi Development Corporation; (c) one director shall be a person representing the Agricultural Development and Marketing Corporation . (d) a director appointed in addition to those specified in paragraphs (a), (b) and (c) shall be appointed by the Minister from persons who appear to the Minister to have had experience of and to have shown capacity in transport, financial matters or administration. (3) The Minister shall appoint one of the Directors to be Chairman and may at any time appoint any other director to act as Chairman when the Chairman is unable to fulfil any of the functions of his office. (4) A director may be appointed by name or by office and shall hold office for two years and in accordance with the terms of his appointment and shall, on ceasing to be a director, be eligible for re-appointment: Provided that the Minister may at any time terminate the period of office of a director and, subject to subsection (2), appoint another person to be a director in his place. (5) Subject to this Act, the Board shall in the performance of its functions, be subject to the special or general directions of the Minister. (6) The Board may act notwithstanding any vacancy among the Directors. [8 of 1980]

Section 8Verify source

§ 9Meetings of the BoardProvision

The Chairman calls board meetings, the Board can decide how meetings are run, and the Chairman has a casting vote if votes are equal.

9. Meetings of the Board (1) Meetings of the Board shall be called by the Chairman and shall be conducted in such manner as the Board may from time to time determine. (2) The Chairman and one other Director shall form a quorum at any meeting of the Board , and, unless otherwise provided or determined by the Board , the decision of the majority of the Directors present and voting at any meeting shall constitute a decision of the Board . (3) The Chairman shall have a deliberative vote, and, in addition, in the event of an equality of votes, a casting vote. (4) All bona fide acts of the Chairman or a Director shall be valid notwithstanding any defect that may afterwards be discovered in his appointment.

Section 9Verify source

§ 10Borrowing powersProvision

The Board may not exercise the Company’s borrowing powers unless it has the Minister’s prior written consent.

10. Borrowing powers The Board shall not exercise the borrowing powers of the Company without the prior consent in writing of the Minister.

Section 10Verify source

§ 11OfficersProvision

The Board may appoint officers and servants, and it sets their period of office, pay, allowances, and other service conditions.

11. Officers (1) The Board may appoint such officers and servants as it considers to be necessary for the efficient conduct of the business of the Company . (2) Officers and servants of the Company shall hold office for such period or periods, receive such salaries and allowances, if any, and be subject to such other terms and conditions of service as may be determined by the Board .

Section 11Verify source

Part III

Accounts

§ 12Annual accounts and reportProvision

The Board must keep proper financial records, send annual accounts and an operations report to the Minister after each year ends, and the Minister must lay them before the National Assembly.

12. Annual accounts and report (1) The Board shall cause proper records of the financial transactions of the Company to be maintained and shall, as soon as may be after the close of each year, transmit to the Minister— (a) a copy of the annual accounts of the Company certified by the auditors; and (b) a report on the operations of the Company during that year. (2) The Minister shall, as soon as may be, cause a copy of the annual accounts and the report to be laid before the National Assembly.

Section 12Verify source

§ 13AuditProvision

The Company’s accounts must be audited by auditors appointed yearly by the Board, with the Minister’s approval.

13. Audit The accounts of the Company shall be audited by auditors appointed annually by the Board with the approval of the Minister.

Section 13Verify source

Part IV

Miscellaneous

§ 14Share transfers and registerProvision

The Board must keep a register of issued shares and share transfers, may refuse a transfer, and must refuse it if the transfer would leave the company with fewer than two members.

14. Share transfers and register (1) The Board shall cause to be maintained a register of all the shares in the Company which have been issued, and of all transfers of such shares. (2) An issued share in the Company shall be capable of being transferred by an instrument of transfer in the common form and by registration of the transfer in the register. (3) The instrument of transfer, together with the certificate issued pursuant to section 6 , shall be presented to the Board, who may refuse to register any transfer without assigning any reason for such refusal. The Board shall refuse to register a transfer of shares if the effect thereof would be to reduce the number of members of the Company to less than two. (4) If a transfer of shares in the Company is registered the Board shall cause a fresh share certificate to be issued to the transferee showing the number of shares of which he is the holder.

Section 14Verify source

§ 15Taxation, etcProvision

The Company’s profits are exempt from income tax and other taxes in Malawi, and the Company is also exempt from stamp duty and similar government fees or duties.

15. Taxation, etc. Notwithstanding any other law— (a) the profits of the Company shall not be liable to income tax or other taxes in Malawi; (b) the Company shall not be liable in Malawi to pay stamp duty or any duty or fee of any other description which would, but for this section, be payable to the Government or any officer of the Government.

Section 15Verify source

§ 16Authentication of documents and decisionsProvision

Certain company documents and board decisions may be authenticated by the named officers or an authorized director, and documents so authenticated are accepted as evidence unless the contrary is shown.

16. Authentication of documents and decisions (1) All documents made by the Company other than those required by law to be under seal and all decisions of the Board may be signified under the hand of the Chairman , the Vice- Chairman , the Secretary or any director authorized in that behalf. (2) Every document purporting to be made by the Company and to be sealed in accordance with section 3 or to be signified in accordance with subsection (1) shall be received in evidence and be deemed such a document without proof unless the contrary is shown.

Section 16Verify source

§ 17RegulationsProvision

The Minister may make Regulations after consulting the Board.

17. Regulations The Minister, after consulting with the Board , may make Regulations for the better carrying out of the objects and purposes of this Act, or to give force or effect to its provisions, or for its better administration.

Section 17Verify source

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31 Dec 2014 · currentEnglish

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