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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

The new Securities and Exchange Commission Act No. 19 of 2021 (‘the Act’) has been certified by the Speaker on 21st September 2021 and has thus become law. It repeals and replaces the Securities and Exchange Commission Act No. 36 of 1987.

The Act which has been in the pipeline for a considerable period of time contains well thought out provisions which have factored in latest developments in securities markets around the world and adheres to principles and standards propounded by the International Organization of Securities Commissions (IOSCO). It enables robust regulation whilst facilitating market development and will cater to both the present as well as future needs of Sri Lanka’s securities market.

The process of drafting the Act

The process of drafting a new law began in the year 2007, consequent to a gap analysis and extensive research carried out on the laws of other jurisdictions. The initiative received technical assistance from the World Bank as well as experts in Sri Lanka. The first draft had been completed in 2013 and approved by the Commission at the time. Since that had not been proceeded with, improvements had been made to that draft by the subsequent Commission and having received Cabinet approval, the Bill had been tabled in Parliament in 2018 but was not taken up for debate. Further changes had been made to that Bill by the previous Commission during the 2018/2019 period. In finalizing the Act, whilst retaining the core provisions found in the previous versions, the present Commission has taken steps to eliminate ambiguities and grey areas in order ensure that there will be no difficulties in its application and implementation. It must be acknowledged that there have been numerous consultations with all stakeholders as well as the public in this long drafting process and their contributions have been of immense assistance in the formulation of this law.

The structure of the Act

The SEC Act comprises of seven Parts which are further divided into a number of Chapters. A significant feature is that at the beginning of each Part, the ‘object and purpose’ of that particular Part is described in broad terms. This gives an indication of what is sought to be achieved through the provisions contained in such Part.

Part I deals with preliminary matters such as the application and objects and purpose of the Act, establishment of the Commission and its powers, duties and functions as well as matters pertaining to the Director General and staff of the Commission. Part II titled ‘Markets and Market Institutions’ provides for the establishment of Exchanges, Clearing Houses and a Central Depository. Part III titled ‘Issue of Securities’ deals with Public Offer of Securities, Market Intermediaries and the Protection of Clients’ Assets. Part IV deals with ‘Trade in Unlisted Securities’. Part V titled ‘Market Misconduct’ deals with Prohibited Conduct and Insider Trading. Part VI contains provisions in relation to the finances of the Commission and Part VII provides for general matters such as the implementation of the Act and punishments and enforcement mechanisms.

The salient features of the Act

The Act contains many salutary provisions that will ensure efficiency, predictability and consistency in the regulation of the country’s securities market. Further, it enables the use of state of the art infrastructure and provides for the different fund raising requirements of issuers whilst the ability to introduce a variety of products offers investors a wider choice depending on their risk return characteristics.

Markets and Market Institutions

Part II which is specifically dedicated to Markets and Market Institutions is an important part of the new law since the provisions contained therein are expected to ensure that these vital institutions perform their functions properly which in turn will help the effective and efficient functioning of the securities market as well as help mitigate systemic risks.

These provisions stipulate in great detail the rights and duties of an Exchange, a Clearing House and a Central Depository, the requirements that have to be fulfilled if a license is to be obtained, when a license may be cancelled and the right of recourse if a license is cancelled, the effect of the Rules of these market institutions, appointment of directors, duties of an auditor etc.

An important feature is that a licensed Exchange can list its securities on its own Exchange. There is recognition of a Clearing House acting as a Central Counter Party (CCP) and a CCP has been defined. Further, detailed provisions dealing with default rules and proceedings have been included in order to cater to situations where a clearing member is unable to meet its obligations regarding unsettled market contracts. The default proceedings have been designed to bring about finality to trades.

Market Intermediaries

It is also pertinent to note that the Act has redefined ‘Market Intermediaries’ and has added a few more categories of persons. They are‘corporate finance advisor’, ‘market maker’, ‘derivatives broker’ and ‘derivatives dealer’. The introduction of market makers is important since that will ensure continued and efficient exchange of securities between buyers and sellers.

As in the case with market institutions, their duties, requirements that have to be fulfilled if a license is to be obtained and renewed, grounds on which a license may be refused, suspended or cancelled, trading in securities by market intermediaries, duty of an auditor etc. have been spelt out in great detail.

Market intermediaries play a pivotal role in the functioning of the market. Since they operate at the forefront of the market and thus are directly in contact with investors, it is imperative to ensure their credibility. Towards achieving this and to ensure that they conduct their functions more efficiently, certain requirements have been identified under the head of ‘Protection of clients’ assets’. They require that market intermediaries disclose certain interests they have in securities, establish and maintain certain internal procedures and processes and conform to business conduct that the Commission may spell out by way of rules. These are meant to minimize their own risk and exposure and to monitor compliance and are neither new obligations nor measures that will result in additional effort or expenditure to them. Such requirements exist even at present in the form of rules and standards introduced by the Commission from time to time. In contrast to the previous Act, the Act has incorporated these specific requirements in relation to market intermediaries in the body itself.

In addition to market intermediaries, the Commission can, by way of rules, require the registration of those who ‘deal with clients for and on behalf of a market intermediary’. The Act has also recognized ‘Supplementary Service Providers’ such as actuaries, custodians, trustees and valuers on whom the Commission may exercise supervision in the future thereby fortifying public confidence.

Issue of securities and maintenance of good corporate governance practices

Part III deals with ‘Issue of Securities’ and the purpose of this Part amongst others, is to ensure timely disclosure of financial information by listed public companies and compliance with best corporate governance practices.

In order to ensure accountability of funds solicited from the public, the Commission will be entitled if it considers that such a step is necessary, to make Rules that will require unlisted companies to obtain its approval prior to certain types of public offers. Such requirement may be introduced taking in to consideration ‘the volume of securities, class of securities, the number and type of investors, the nature of the issuer or the nature of the securities market’.

Based on disclosures made to the public, if any wrongdoing is detected, the Commission or the market institutions will be entitled to call for information from listed companies. The Commission has been empowered to take any enforcement action that is considered appropriate if ‘after due inquiry or investigation’ it is found that the listed company has contravened or failed to comply with any provision of the Act, regulations, rules or directives. Here again it must be stressed that this is part of oversight that is presently carried out by the Colombo Stock Exchange and the Commission through its corporate affairs division to ensure compliance with the Listing Rules and is nothing new. What has been done is to have these provisions specifically included in the Act in order to ensure adherence to best corporate governance practices.

It will be necessary for a person to obtain the approval of the Commission prior to accepting appointment as a director, chief executive officer or chief regulatory officer of a market institution and the grounds upon which such approval will not be granted have been spelt out. Further, directors or the chief executive officer of a listed company are required to comply with the fit and proper criteria specified by the Commission by way of rules made by it or the rules of an Exchange which have been approved by the Commission. Another new feature is that Auditors of listed companies, market institutions and market intermediaries have been obligated to report certain irregularities that he becomes aware of ‘during the ordinary course of the performance of his duties’. As to what they are and to whom it has to be reported have been specifically stated.

It must be appreciated that these requirements have been introduced in order to ensure proper corporate governance in the said institutions and to mitigate systemic risk considering the pivotal role they play in the securities market. At a time when most of these practices have been embraced by the business community as part of the corporate governance framework that is being presently finalized, they cannot be construed as impediments to the smooth conduct of their businesses.

Main Market Offences

Part V of the Act which encompasses the main market offences could be considered as a progressive step taken towards the regulation of the securities market of the country. This Part has been divided into two Chapters containing ‘Prohibited Conduct’ and ‘Insider Trading’.

Prohibited Conduct

Five different offences have been identified under Prohibited Conduct. They are ‘false trading and market rigging’, ‘stock market manipulations’, ‘making false or misleading statements’, ‘fraudulently inducing persons to deal in securities’ and ‘use of manipulative and deceptive devices’

The most significant introduction to this category of offences which is commonly known as market manipulation are the two offences found respectively in Sections 130 and 131 respectively. Whilst Section 130 precludes a person from making a statement or disseminating information that is false or misleading in a material particular which is likely to have an effect of raising or lowering the market price or volume of securities, Section 131 precludes a person from inducing or attempting to induce another person to trade by making or publishing any statement or by making a forecast that is misleading, false or deceptive.

As to what conduct is prohibited has been spelt out with utmost clarity. It therefore is not difficult to understand as to what ingredients have to be present to establish the commission of an offence under this Part.

Insider trading

All aspects pertaining to insider trading have been described with precision. As to when a person is considered to be an ‘insider’ has been clearly defined and what exactly such person is prohibited from doing has been spelt out with certainty. In addition, as to what would amount to information, when such information is generally available, what would be information which has a material effect on price or value of securities, when will a person be considered to have procured another, when information is deemed to be in possession as well as specific exceptions and defenses available in respect of a charge of insider trading have been outlined in great detail.

These elaborate provisions have been included with the intention of taking away any uncertainty or ambiguity and to clearly demonstrate as to what conduct is permitted and what is prohibited so that those involved in the activities of the market are fully and well aware of the framework within which they ought to operate. Further, the fact that the commission of any such offence would give rise to the imposition of stringent penalties is intended to act as a deterrent and not as a means to stifle or discourage the activities of market participants.

Unlike the previous Act where charges were to be filed in the Magistrate’s Court, henceforth these offences are to be tried in the High Court and any person convicted of such offence would be subject to a penalty which could be either a fine of not less than ten million rupees or to imprisonment for a term not exceeding ten years or to both such fine and imprisonment.



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Mahindra Ideal Finance celebrates debenture listing at Colombo Stock Exchange

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(Left – Right): Rohit Agarwalla, CFO – Mahindra Ideal Finance Ltd (MIFL); Pradeep De Silva, Deputy General Manager - Gold Loan – MIFL; Ms. Nilupa Perera, Chief Regulatory Officer – Colombo Stock Exchange (CSE); Thilan Wijesinghe, Chairman – MIFL; Mufaddal A. Choonia, Managing Director/CEO – MIFL; Rohita Bandusena, COO – MIFL; Ms. Eshani Thenuwara, Senior Vice President - Debt Capital Markets – NDB Investment Bank Ltd; Ms. Kanishka Munasinghe, Vice President - Listing – CSE.

Mahindra Ideal Finance Ltd (MIFL) recently marked the official listing of its inaugural debentures and debut listing on the Colombo Stock Exchange (CSE) with a bell ringing and market opening ceremony held at the CSE trading floor, symbolising a key milestone in the company’s capital market journey and its commitment to transparency and strong governance.

The listed debenture issue, with a total value of LKR 1 billion, was fully oversubscribed on the first day of opening on 23rd March 2026, reflecting strong investor confidence in MIFL’s financial strengths and the debt market.

Mahindra Ideal Finance Ltd is a licensed finance company with a 58.20% majority stake held by Mahindra & Mahindra Financial Services Limited (Mahindra Finance), a non-banking financial institution of India. It offers a suite of financial products, including leasing, loans, fixed deposits, and other asset-backed financing solutions, with 37 branches island-wide.

Through its inaugural debenture, which carries an “A” (lka) rating from Fitch Ratings Lanka Limited and was managed by NDB Investment Bank Ltd, MIFL aims to strengthen its capital structure while supporting its future growth initiatives.

Thilan Wijesinghe, Chairman of Mahindra Ideal Finance Ltd, who was the ceremony’s keynote speaker remarked upon the company’s inaugural debenture issue, commenting “MIFL’s entry to the Colombo Stock Exchange through its debut debenture listing is a significant institutional milestone. It reinforces our long-term commitment to building a well-governed financial services business with the scale, discipline, and credibility to serve Sri Lanka’s evolving financing needs.”

Delivering her welcome address at the event, Ms. Nilupa Perera, Chief Regulatory Officer of CSE, remarked upon the listing, stating: “Through its Debt IPO Mahindra Ideal Finance Limited makes a statement of commitment to diversifying funding sources and strengthening long-term growth while demonstrating its commitment to the highest standards of corporate governance, through a platform that only CSE can offer.”

2025 saw 22 debt listings including 3 new companies listing on the exchange by way of debt initial public offerings (IPOs) including several firsts in the country from GSS+ debt instruments (Green, Social, Sustainability linked), Shariah compliant debt instruments and High Yield Bonds, with access to investors and brokers facilitated by a fully digitized CSE platform, which can be accessed through CSE’s website and mobile app.

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Customs to halve container checks, easing Colombo Port congestion amid IMF push

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Tania Abeysundara

In a significant breakthrough for Sri Lanka’s trade and logistics sector, authorities have agreed to halve the number of containers subjected to Customs examination at the Colombo Port—an intervention expected to dramatically reduce congestion and costly delays that have plagued importers and exporters for months.

The decision emerged following high-level discussions between the Ceylon United Business Alliance (CUBA), senior Customs officials, and representatives from the Finance and Industries Ministries.

The business delegation, led by Ms. Tania Abeysundara, included representatives of the Customs House Agents and Traders Association, among them Ghouse Arfin, Jawfer, and Mohamed Niyas. They met with Deputy Minister of Finance Prof. Anil Jayantha and Deputy Minister of Industries Chathura Abeysinghe, alongside top Customs officials.

Sri Lanka Customs Director General Seevali Arukgoda, addressing the concerns of the trade, assured that container examination selectivity would be reduced in line with International Monetary Fund (IMF) recommendations.

At present, nearly 800 containers—amounting to around 40 percent of daily throughput—are flagged for physical examination at key yards, including Grayline 1, Grayline 2, and Rank Container Terminal. This high rate has been widely blamed for severe bottlenecks within the Colombo Port and associated examination yards.

However, under the revised framework, the number of containers selected for inspection will be reduced to approximately 400 per day, bringing the examination rate down to 20 percent.

Senior Customs officials, including Additional Director General (Revenue and Services) S. Loganathan, acknowledged that the current levels of inspections had contributed to mounting congestion, extended clearance times, and increased costs for traders.

Industry stakeholders have long argued that excessive physical inspections—often duplicative and risk-averse—undermine Sri Lanka’s competitiveness as a regional maritime hub.

“The reduction in selectivity is a long-overdue, data-driven reform that aligns Sri Lanka with global best practices,” a senior trade representative said, noting that modern Customs regimes increasingly rely on risk-based profiling and intelligence-led inspections rather than blanket checks.

The move is expected to significantly ease container pile-ups at the port and examination yards, improve turnaround times, and restore confidence among international shipping lines and local businesses.

The Ceylon United Business Alliance welcomed the development, expressing appreciation to both the IMF and Sri Lanka Customs for responding to industry concerns at a critical juncture.

“This is a vital step towards improving trade facilitation and reducing the cost of doing business in Sri Lanka,” the Alliance said in a statement.

Analysts say the reform is part of a broader push under the IMF-supported programme to streamline border processes, enhance transparency, and improve efficiency in revenue collection without stifling trade flows.

With Colombo Port serving as a key transshipment hub in the region, the success of such measures will be closely watched by investors and global shipping operators alike.

If effectively implemented, the reduction in container examination could mark a turning point in Sri Lanka’s efforts to rebuild its trade competitiveness and strengthen its position in the highly competitive Indian Ocean logistics network.

By Ifham Nizam

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Extreme polarization, volatility, uncertainty and pessimism since end of Cold War: Possible stratagem

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Prof. Saj U. Mendis, PhD

Seldom has the world witnessed such polarization and volatility mixed with uncertainty even more than in the 1990s with the collapse of Berlin Wall leading to the unification of West and East Germany, dissolution of the then Soviet Union known as Perestroika, First Gulf War and rapid expansion of NATO, amongst others. During this period, the undersigned was researching these subject matters in 1990s in Graduate School in the US, but the global community, mostly, was unaware or least disturbed as the impingement did not transcend to the entire world as well as the internet and social media were only at embryonic stage.

The undersigned recollects that the only issue which perturbed the global community, including Sri Lanka, was the First Gulf War of 1990s as it impacted, yet again, the price of oil. Only other instances that the world experienced such uncertainty or polarization after WW II were the two Oil crises of 1970s, Vietnam and Korean War including the Second Indochina War of 1960s, financial crisis of 2008, September 11th Attacks in US, Arab Spring of 2010 and of course the Cuban crisis of 1962. Most of these events occurred at the peak of the Cold War but the crisis of today is totally and on a tectonically different dimension.

Strait of Hormuz and nature of War:

It is none other than Energy known as Oil and to an extent Gas of Middle East with the rupture and blockade of Strait of Hormuz by Iran due to the ongoing Iran-Israel-US conflict. Envision, the 12-day “Operation Midnight Hammer” of June 2025 of which the US bombed Iran did not make much notice or breakeven news mostly due to the swiftness and precision of the US as well as Strait of Hormuz was not strangled, thus the flow of oil was not affected. In this particular occasion, much discussed and debated subjects in geo-political and geo-economic discourse as Ukraine Conflict and Palestine-Israel Conflict were entirely eclipsed and overwhelmed not necessarily by the Iran War or its destruction of both property and human lives but due to a single word i.e. Oil, or rather “demolition” of flow of 20% of oil and gas via the seminal Strait of Hormuz.

Ironically, a scarcely visible and little-known Strait of Hormuz unlike the Suez Canal, could negatively reverberate and resonate from Seoul, Soweto to San Francisco as no other single natural endowment or commodity. This is more impactful and influential to the global economy than vital agricultural commodities such as corn, wheat or rice. The noted Australian political scientist, Geoffrey Blainey, stated quote “Wars can only occur when two nations decide that they can gain more by fighting than by negotiating. War can only begin and continue with the consent of at least two nations” unquote. If one scrutinizes the military conflicts between and amongst nations including both the World Wars as well as a number of bloody and ruthless conflicts since the Roman times, this geo-political proposition would be true in almost in all the conflicts.

Perilous nature of this Conflict both to Economy and World Order:

In this conflict, what was most terrifying or even “intimidating” to the global community was the geography, topography and geomorphology of Iran. That said, Iran has already seized and blockaded, probably, the most crucial chokepoint of Hormuz and has also threatened to block the 18-nautical mile Bab-el-Mandeb Strait, which connects Red Sea to Gulf of Aden and extends to Indian Ocean. The Strait accounts for nearly 10%-12% of total traded seaborne oil, which mostly power the economies of Asia. This could occur since the Houthi rebels of Yemen, which supports the regime of Iran, has formally involved in the hostilities and fired missiles and other attacks, thus making this particular Strait too, literally and metaphorically, unusable for vessels. The end result could be the unprecedented surge of the price of oil to well over USD 140 a barrel, which could cripple the global economy, mostly the developing countries highly depended on oil and gas such as Sri Lanka. Even the global community was ‘elated’ of the two-week ceasefire but it is by no means a durable permanent solution under any circumstances.

As Richard Hass, President emeritus of the premier geo-political institution of the world i.e. Council on Foreign Relations (CFR) and Envoy, expressed his deep concern as well as fear on CNN program titled “Global Public Square” (GPS), one of the most esteemed weekly programs on international affairs hosted by Fareed Zakaria of the current and dynamic developments in Middle East. Haas accentuated that he was most worried that the eight-decade world order, shaped, fashioned and evolved after the WWII in 1945, could be ruptured and fragmented as never before, thus provoking and engendering global instability and disequilibrium, if the conflict was not permanently resolved on an exigent manner by the global community.

Risk of Kindleberger Trap and response by Sri Lanka:

These are profound geo-political observations and conjectures as well as the undersigned is of belief that such a scenario could lead to a “Kindleberger Trap”. This thesis was popularized by much noted Dean of Harvard Kennedy School, Joseph Nye, which underlines that global volatility and fluidity could occur when a dominant power in the comity of nations declines to extend the so-called global public good and emerging power/s is not in a position to assume such a leadership role or global stewardship. This hypothesis could alarm any nation from least developed to most advanced since the genesis of the WWI and WWII as well as the Great Depression of the 1930s could be detected or sketched, directly or indirectly, to this geo-political theory or trap.

It is ironical to note that apart from the property and human lives which were, unfortunately, lost due to the six-week conflict, one of the greatest setbacks or “victims’’ was none other than the application or recognition of International Law. It was most commendable that Sri Lanka applied and upheld the international and humanitarian law, to the letter and spirit, to rescue the crew of bombed Iranian vessel named IRIS Dena on the EEZ of Sri Lanka, without jeopardizing the decidedly delicate geopolitical equilibrium.

Most efficacious Stratagem was execution of Diplomacy and Negotiations:

As the undersigned drafts this article, it is most disquieting to note that the world is involved in three major conflicts, with at least one of them of the conflict is a nuclear power, as well as a number of other interstate and intra-state conflicts, which are reported or focused by the media and political analysts infrequently if not rarely. As Croesus, who was the last King of Lydia (today known as Turkey), enunciated these judicious words vis-à-vis war, during the era Buddha was preaching Buddhism in India and military strategist, Sun Tzu, was preaching Art of War to Emperors of China. Croesus stated quote “No one is so foolish as to prefer war to peace, in which, instead of sons burying their fathers, fathers bury their sons” unquote. It is equally intriguing to note that one of the top most officials of Carter Administration, Zbigniew Brzezinski, stated that it is of the US interest to engage Iran in serious negotiations on both regional security and nuclear challenge it poses.

Concluding remarks with Observations:

These observations must have been pronounced since the late Mohammed Reza Pahlavi better known as Shah, on an interview with one of the most trusted investigative journalists of the time, Mike Wallace, on CBS “60 Minutes” in 1974, stated that Iran was a proud country with a very long and rich history and civilization, which wished to co-exist in peace, but if war was imposed on Iran, it would not hesitate to respond. He further obliquely implied that Strait of Hormuz was indispensable to the world economy. These were stated well over five decades ago.

It would be befitting and politic to conclude with the sapient and sage words of one of the greatest negotiators and statesmen ever to walk on earth in the last Century, Nelson Mandela, quote “If you want to make peace with your enemy, you have to work with your enemy. Then the enemy becomes your partner” unquote. Final parting stratagem is none other than the execution of diplomacy and negotiations as President Kennedy stated in November 1961 at the historic “University of Washington Speech” quote “Diplomacy and defense are not substitutes for one another. Either alone would fail.” unquote.

Author is a former career Ambassador, Professor and Examiner of International Economics with specialization on Geo-economics and Geo-politics, Board Member, and Strategic Advisor. He earned the MBA from San Francisco State/University of California, PhD from Indian Institute of Technology (IIT) Delhi and is a Senior Fellow at Harvard. He could be reached on mendissaj24@gmail.com

By Prof. Saj U. Mendis, PhD

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