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An overview of new Securities and Exchange Commission Act

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By Viraj Dayaratne PC
Chairman Securities and
Exchange Commission of Sri Lanka

Continued from yesterday

Prosecutorial Discretion of the Commission

Criminal proceedings

Consequent to the completion of investigations by the Commission, if the Commission is of the view that sufficient evidence exists to establish the commission of an offence under Part V, steps will be taken to institute criminal proceedings. Since criminal proceedings are to be instituted in the High Court and charges are filed in the form of an ‘indictment’ which can be presented only by the Attorney General as stated in the Code of Criminal Procedure Act (with the exception indicated in the Bribery Act), the Commission will refer the matter to the Attorney General for the filing of indictment and the prosecution will be conducted by the Attorney General. Even when charges were to be filed in the Magistrate’s Court in respect of all offences under the previous Act, the preparation of the charges and the conduct of the prosecution was by the Attorney General.

The offences other than what is contained in Part V are triable in the Magistrate’s Court.

Civil Proceedings

A new feature that has been introduced by the Act is the discretion conferred on the Commission to institute civil proceedings in the High Court exercising civil jurisdiction which is commonly referred to as the Commercial High Court in order to recover damages and to seek the imposition of a civil penalty. The Act has specifically conferred this jurisdiction on the Commercial High Court. Such proceedings can be instituted against a person who has committed a contravention under Part V. The decision of the Commission to institute such proceedings will depend on the ‘nature and manner of the contravention, the impact it has on the market and the extent of the loss caused to any investor’. The amount recoverable by the Commission will be three times the gross amount of the pecuniary gain made or loss avoided and the penalty the court can impose will not be less than ten million and not more than one hundred million rupees depending on the severity or gravity of the contravention. How damages so recovered will be distributed has also been stated.

The Commission has also been vested with the discretion to enter in to an agreement with any person with or without the admission of liability to pay an amount equivalent to three times the gross amount of the pecuniary gain made or loss avoided in respect of contraventions under Part V. Offences other than those enumerated under Part V can be compunded for a sum not exceeding one half of the maximum fine that can be imposed for such offence.

Administrative Sanctions

Another important feature that has been introduced is the ability of the Commission to impose ‘Administrative Sanctions’ on wrongdoers. Previously, the Commission was not expressly empowered to impose penalties or other administrative sanctions although all contraventions were considered as offences.

However, depending on ‘the nature and manner of the contravention, non compliance or breach and its impact’ this new provision leaves the Commission with the discretion (except in respect of offences under Part V) of imposing a variety of administrative sanctions such as a reprimand, penalty, restitution, imposing a moratorium on or prohibiting trading etc.

Steps to protect assets of investors and right to seek certain orders from court

Some of the other new features are the ability of the Commission to take certain steps to protect assets of investors, issue directives during the course of conducting investigations or inquiry known as ‘freezing orders’ (which are valid only for a period of seven days and thereafter to be confirmed by the Commercial High Court), power to apply to the Commercial High Court in situations of violations or imminent violations seeking certain orders such as a declaration that a securities transaction is void, directing a person to dispose of any securities etc.

Development of the Capital market

There are several provisions in the Act that will contribute towards the development of the market. The use of state of the art infrastructure such as the much needed Central Counterparty (CCP) has been recognized which will greatly minimize central counterparty risk and also enable the introduction of new products. The new law spells out the requisites for investing in derivatives (such as futures and options irrespective of the nature of the underlying asset), stock borrowing and lending, regulated short selling etc. This will enhance the liquidity levels in the market and take away the one sided potential that is presently available and help create a vibrant market. Long term investors will benefit from these opportunities.

The trading of unlisted securities is facilitated through a platform operated by a recognized market operator thus providing an additional trading platform. The ability for ‘market makers’ to operate as a market intermediary will ensure continued and efficient exchange of securities between buyers and sellers. This will provide depth to the market and also encourage the setting up of funds such as exchange traded funds.

Furthermore, the new law has redefined ‘securities’ to include an array of securities in keeping with new developments across the world. Similarly, there is also provision for ‘Collective Investment Schemes’ which go beyond Unit Trusts. As to what would come under this umbrella has been defined. These will provide new investment opportunities.

In line with expanding the product range that is currently available in the market, a category of persons have been recognized as ‘accredited investors’. Not only will this result in the protection of non-sophisticated investors, but will facilitate the issue of high risk instruments to the market which could be utilized by those who are in a position to take higher risks.

Provisions for the protection of whistleblowers have been included with the expectation that it will facilitate the curbing of market malpractices. Whilst it is important to ensure that this protection is not abused by making frivolous claims, the benefits such a system can bring forth should not be discounted.

Checks and Balances on powers and discretion of the Commission

The Commission has been vested with wider powers and discretion under the Act in order to ensure that it can perform its functions as a regulator in a more meaningful and effective manner. However it must be borne in mind that the Commission does not enjoy immunity and like any other public authority that has been vested with power and discretion, has to exercise such power and discretion according to law and will have to in all instances follow the rules of natural justice. It is relevant to note that the power and discretion vested in the Commission is circumscribed by several checks and balances that will ensure that the Commission will be held accountable and will not under any circumstance exceed its authority.

They take the form of provisions which mandates the commission to hear a party before it takes a decision against such party, affords a party a right of appeal, requires the Commission to give reasons for certain decisions as well as those that require the Commission to obtain orders from court and where the court is expected to afford a hearing to the affected party before making an order.

Further, the common law remedy of being able to challenge a decision of the Commission by way of a writ application in the Court of Appeal has been re-iterated in the Act thus statutorily fortifying the rights of an aggrieved party.

Conclusion

It is expected that the progressive provisions of the Act will make sure that all market participants have the confidence and the necessary environment to engage in their activities which is the ultimate goal of a capital market. The Commission as the regulator of the market at all times will be aware of the perils of over regulation and therefore be committed to striking the right balance. At the same time it must be emphasized that if all market participants practice self-regulation and act within the confines of the law, there will be no necessity for most of the provisions contained in the law to be made use of.

Concluded



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Business

Conservation now a business imperative, WNPS tells corporate sector

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The felicitation of speakers at the end of the WNPS event

Environmental crises in Sri Lanka are no longer merely conservation issues but constitute an economic and corporate survival challenge that directly threatens the country’s water security, agriculture, exports and long-term business sustainability, speakers at the latest monthly lecture of the Wildlife and Nature Protection Society of Sri Lanka (WNPS) warned on Thursday.

At a time when climate shocks, biodiversity collapse and environmental degradation are beginning to impact supply chains, tourism, food production and investor confidence, the lecture titled “Conservation in Action: Driving Impact – Hill Country to Courtrooms: Science, Community and the Next Generation in Action” highlighted how conservation is increasingly becoming intertwined with economics, corporate governance and national resilience.

Held at the Bandaranaike Memorial International Conference Hall with support from Nations Trust Bank, the event drew leading corporate executives, conservationists, lawyers, architects, researchers and youth leaders.

Corporate leader and conservation advocate Sriyan de Silva Wijeyeratne delivered one of the strongest messages of the evening, stressing that Sri Lanka’s montane ecosystems were effectively the economic backbone of the nation.

“You block up the montane region, we lose our water, our agriculture and our exports, he said.

His remarks reflected a growing global shift where environmental protection is increasingly viewed not as philanthropy, but as a strategic investment linked directly to economic continuity and climate resilience.

Wijeyeratne explained how the WNPS-led “Plant” initiative has rapidly evolved into one of Sri Lanka’s most ambitious privately supported ecological restoration programmes, demonstrating how businesses can move beyond traditional corporate social responsibility into measurable environmental investment.

Within just five years, the initiative has begun restoring around 200 acres of degraded landscapes while establishing approximately 30 kilometres of ecological corridors in the central highlands.

Importantly, he said, the programme was designed not to centralise conservation under a single organisation but to create a scalable model for wider private-sector adoption.

“We are not trying to become the answer. Plant is meant to prove that private-sector-led restoration is possible and that businesses can actively participate in rebuilding ecosystems, he said.

The initiative already involves partnerships with multiple private-sector stakeholders investing in ecological restoration in the hill country — an area critical to tea, hydropower, water resources and downstream agriculture.

One of the clearest examples discussed during the lecture was the growing collaboration between conservationists and Sri Lanka’s architectural and urban planning sectors.

Following discussions initiated at the Geoffrey Bawa Trust, the prestigious Geoffrey Bawa architectural awards were restructured into the “Monamal Award,” recognising projects that integrate biodiversity, ecosystem restoration and environmentally sensitive design.

“This is about redefining what good development means, Wijeyeratne said.

“The future gold standard of architecture must be buildings and landscapes that embrace ecosystems rather than destroy them.”

The lecture also explored how climate change is reshaping social vulnerability and labour resilience — key concerns for businesses operating in agriculture, plantations and rural economies.

Wildlife photographer and conservationist Riaz Cader highlighted another emerging business concern — the growing interaction between wildlife and human-dominated production landscapes.

Supported by LOLC Holdings, the WNPS leopard conservation initiative has established research stations in Belihuloya and Kotagala to study leopards living within tea plantation regions.

Using community-based data collection, camera trap technology and local informer networks, researchers are mapping leopard movement, conflict zones and habitat fragmentation across estate landscapes.

Cader noted that increasing human pressure had altered leopard behaviour significantly.

“We have effectively pushed many of these leopards into nocturnal behaviour because of constant human activity, he said.

The research has major implications for plantation management, land-use planning and biodiversity compliance standards increasingly demanded by global markets and sustainability certification bodies.

Cader also pointed to encouraging signs emerging from restored habitats such as Budunwala, where camera traps recorded a mother leopard and cub moving freely during daylight hours — behaviour rarely observed in heavily disturbed environments.

Researchers have additionally documented elusive rusty-spotted cats and pangolins at restoration sites, reinforcing the ecological value of reconnecting fragmented landscapes.

Beyond biodiversity outcomes, the restoration programmes are generating direct socio-economic benefits.

The lecture further revealed how conservation organisations are increasingly engaging with law enforcement and governance systems to combat environmental crime — another growing risk area with economic implications.

WNPS recently launched a specialised police training programme at the Rodella Hill Club aimed at strengthening enforcement against illegal wildlife trade, snaring and poaching in the hill country.

Speakers warned that organised wildlife crime, habitat destruction and illegal exploitation of natural resources continue to undermine both biodiversity and sustainable economic development.

Questions from the audience also broadened the discussion into marine ecosystems and blue economy concerns, including the lingering environmental and economic fallout from the X-Press Pearl Disaster.

WNPS officials said their marine subcommittee was actively engaged in mangrove restoration, blue carbon ecosystem protection and marine conservation initiatives.

They noted that Sri Lanka’s mangrove restoration efforts had already received international recognition through UN-backed environmental awards.

Throughout the evening, speakers repeatedly stressed that conservation is no longer the exclusive responsibility of scientists or environmental activists.

By Ifham Nizam

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JAAF reaffirms confidence in long-term strength of Sri Lanka’s apparel industry

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Sri Lanka’s apparel exports recorded a softer performance in April 2026, with total exports declining by 4.72% to US$ 328.15 million, compared to US$ 344.40 million in April 2025. The decline was mainly seen across key traditional markets, with exports to the UK down 16.91%, the EU down 8.78%, and the USA down 3.46%. However, the 12.61% growth in other markets during April shows that there is still room to build momentum through greater market diversification.

For the period from January to April 2026, total apparel exports declined by 7.47% to US$ 1.53 billion, reflecting continued pressure across major export destinations. While this performance reflects challenging global demand conditions, it also reinforces the need for Sri Lanka to sharpen its competitiveness, improve cost structures, strengthen market access, and move faster into higher-value opportunities.

JAAF believes the industry’s long-term strength remains intact, but the path forward requires a more focused national effort. To move beyond current export levels and work towards breaking the US$ 5 billion barrier, Sri Lanka must support the sector with policy consistency, energy cost reforms, trade facilitation, skills development, and stronger positioning in both traditional and emerging markets. The apparel industry continues to be one of Sri Lanka’s most important foreign exchange earners, and its ability to recover and grow will be critical to the country’s broader export economy.

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hSenidBiz delivers major FY2026 turnaround with USD 5.5M ARR

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Dinesh Saparamadu

Recurring revenues reach 74% of total; Normalized EBITDA margin expands 17 percentage points

hSenid Business Solutions PLC (hSenidBiz) announced its financial results for the fourth quarter and full year ended 31 March 2026, delivering a significant turnaround in operational profitability, materially improving earnings quality, and achieving a key strategic milestone.

In the fourth quarter, total revenue reached LKR 522.2 million, up 5 percent year-on-year (YoY). The PeoplesHR Cloud segment delivered LKR 380 million, representing 20 percent YoY growth in LKR terms and 12 percent growth in USD constant currency terms, with subscription revenues comprising 87 percent of segment revenue. New deal closures recovered strongly to USD 843,395. The Company sustained profitability at the Profit Before Tax (PBT) level with LKR 7 million and a normalized EBITDA margin of 11 percent, while continuing to generate positive free cash flow.

For the full year, the Company delivered a substantial financial turnaround. Revenue grew 13 percent YoY to LKR 2.1 billion. Normalized EBITDA turned positive at LKR 200 million, with the margin expanding 17 percentage points to 10 percent. Profit Before Tax improved by LKR 313 million year-on-year, significantly reducing the loss from LKR 321 million in FY2025 to LKR 8 million. The Company also generated positive free cash flow for the year, a sharp reversal from negative free cash flow in the prior year and an annual improvement of over LKR 350 million. Exit Annualized Recurring Revenue (ARR) reached USD 5.5 million, growing 32 percent YoY, while recurring revenues strengthened to 77 percent of total revenue in the fourth quarter, underscoring the quality and resilience of the Company’s SaaS-led business model.

Dinesh Saparamadu, Founder and Chairman of hSenidBiz, commented: “FY2026 marks a clear inflection point for hSenidBiz. We have materially strengthened the quality and predictability of our revenue base while delivering meaningful operating leverage. These outcomes validate the scalability of our SaaS-led model and position the Company well for the next phase of disciplined, high-quality growth.”

Sampath Jayasundara, Chief Executive Officer, added: “The operational momentum achieved in FY2026 provides a strong foundation as we enter the next phase of growth. Our priorities for FY2027 are to accelerate customer acquisition in key markets, drive execution excellence across the sales organisation, and rapidly advance our AI-driven capabilities, particularly through Lexi Insights to deliver even greater value to enterprise customers across our markets.”

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