Business
Statutes and regulations associated with Regulated Finance Companies

By Shiranthi Gunawardana –
Attorney at Law and Legal Consultant to the Finance
Houses Association
Regulated Finance Companies (RFCs) are major financial intermediaries which are duly regulated and governed by the laws of Sri Lanka. RFCs are strictly governed by virtue of statutes and Acts such as Finance Business Act No. 42 of 2011. The other statutes which are applicable are Finance Leasing Act No. 56 of 2000 as amended, Consumer Credit Act, Mortgage Act, Motor Traffic Act, Inland Trust Receipts Act, Debt Recovery Special Provisions Act, Criminal Procedure Amendment Act, Companies Act and so on.
The Finance Business Act No. 42 of 2011 is an Act to provide control and supervision of finance companies registered in the Central Bank and the act has repealed the Finance Companies Act No. 78 of 1998. The Act outlines the licensing procedures, directions, rules and requirements of finance companies, including core capital reserve funds, admissible business activities by finance companies. Under this act, it is mandatory that a company cannot accept public deposits unless it is registered and licensed as a finance company under the Act and to be registered as a Licensed Finance Company, that company needs to have registered under the Companies Act, No. 7 of 2007. The Act also provides for a separate director in the CBSL to monitor and control NBFIs. According to the sections 13 and 14 of the Act, the director is vested with power to act upon NBFIs if they fail to comply with the directions which are listed in sections 13 and 14 suggested under the Finance Business Act.
All RFCs are legally bound and obliged to comply with all the directions and circulars issued under the Finance Businesses Act No. 42 of 2011.
Importance of the Finance Leasing Act
The Finance Leasing Act No. 56 of 2000 as amended by Act No. 24 of 2005 and Act No. 33 of 2007 makes it that it is mandatory to have a license under the Finance Leasing Act to carry on finance leasing businesses. Section 32 of the Finance Leasing Act clearly sets out the repercussions of carrying on Finance Leasing Businesses without registration. Under this section, the director of the Central Bank has the right under Section 32(2) and Section 32(3) (a) (b) to apply to the High Court and obtain an injunction.
Under the Finance Leasing Act, there are 4 mandatory provisions which have to be strictly followed as provided by Section 31 of the Finance leasing Act No. 56 of 2000.
The mandatory provisions are
• Section 11 – Right to undisturbed possession
• Section 16 – Termination on variations of a supply agreement.
• Section 22 – Computation of damages recoverable from the Lessee.
• Section 24 – Which has been amended by Act No 24 of 2005 – Which provides for transfer or assignment of Lessor’s rights.
For RFCs – To carry out finance business and to accept public deposits, a license has to be obtained from the monetary board which has to be annually renewed and for finance leasing businesses a separate license which is again renewable annually has to be obtained.
Approved credit agency status is granted under the Mortgage Act No. 06 of 1949 as amended. The Trust receipt ordinance No. 12 of 1947 and the Inland trust receipt Act of No. 14 of 1990 also are Acts under which businesses can be carried on.
Under these Acts, with the relevant authority given, a finance company can engage in mortgage of movables and mortgage of shares and allied businesses.
The mortgage of corporeal movables such as gold articles, motor vehicles can be carried on by finance companies who are also approved credit agencies and can enjoy the special benefits granted under these Acts in their recovery process.
It is evident from the above statues and regulations that RFCs are well regulated and governed and are legally bound to abide by the said regulations and directions. RFCs are aware of the consequences of failing to abide by these regulations, accordingly 99% of RFCs do comply with these regulations which is an encouraging sign for customers to embrace the services of RFCs.
The writer is the Legal Consultant of the FHA with 45 years of experience in the finance industry.
Business
HNB Investment Bank promotes Hayleys’ Rs. 7 billion debenture issue as Joint Placement Agent

Hayleys PLC, one of Sri Lanka’s foremost diversified conglomerates, has announced its plans to raise up to Rs. 7 billion through a debenture issue, marking one of the largest corporate debt offerings scheduled for Q2 2025. This strategic initiative has received in-principle approval from the Colombo Stock Exchange.
At the core of this transaction, HNB Investment Bank (HNBIB) plays a leading role as Joint Placement Agent to the issue, alongside Commercial Bank of Ceylon PLC. Renowned for its bespoke financial solutions and strong track record in capital market transactions, HNBIB’s involvement is pivotal to the success of this offering, reaffirming its expertise in structuring and placing sophisticated debt instruments, most recently demonstrated by way of being the exclusive manager for the country’s first-ever high-yield bond issuance earlier this year.
Hayleys’ initial tranche will offer 50 million listed, rated, unsecured, senior, redeemable five-year debentures priced at Rs. 100 each, aiming to raise Rs. 5 billion. In the event of oversubscription, the company retains the flexibility to issue an additional 20 million debentures, increasing the total potential value to Rs. 7 billion. The funds raised are intended to further optimize Hayleys’ capital structure, underlining the company’s forward-looking financial strategy.
The subscription list for the debentures will officially open on 5th May 2025.
Backed by a strong AAA (Lka) rating from Fitch Ratings Lanka Limited and senior status, the securities offer a compelling investment opportunity, combining stability with the potential for attractive returns.
As Hayleys PLC gears up for this significant fundraising exercise, the selection of HNB Investment Bank as a trusted partner, reinforces confidence in the success of the offering, once again highlighting its role in delivering value for issuers and investors alike.
Business
Thai Airways celebrates first anniversary of resuming flights to Sri Lanka on sound note

Thai Airways celebrated the one-year anniversary of its resumed operations in Sri Lanka with a series of activities recently. This initiative, which aligns with the airline’s commitment to corporate social responsibility, was successfully held at TRACE City, Colombo 10, on April 4, 2025.
The celebrations culminated with a successful blood donation campaign which involved the community at large.
The campaign underscored Thai Airways’ dedication to the local Sri Lankan community and strengthened the historical and cultural ties between Thailand and Sri Lanka. Blood donation is considered a highly meritorious act in Buddhism, a faith deeply ingrained in both nations. This initiative reflected the shared values of compassion and generosity practised by people in Thailand and Sri Lanka alike.
Since resuming flights between Colombo and Bangkok on March 31, 2024, after a four-year Hiatus, Thai Airways has continuously aimed to enhance its presence in Sri Lanka beyond aviation services. The airline’s Royal Silk Business Class, introduced on March 2, 2025, has elevated the flying experience for passengers traveling between the two countries. With daily flights, passengers benefit from seamless connections to over 60 destinations across Asia, Australasia, the Middle East, Scandinavia, and Europe.
“It’s a great pleasure to be here today as the Sri Lankan Thai Airways team celebrates the first- year anniversary of resuming daily flights between Bangkok and Colombo. This milestone signifies the strong and enduring friendship between Thailand and Sri Lanka. We are thankful to the management of Thai Airways International for establishing this crucial air link. Our partnership has been invaluable. We are deeply honored to have with us today Ms. Prangthip Kongridhisuksakorn, the counsellor of the Royal Thai embassy.
‘Your presence underscores the importance of this occasion and the bond between our nations. Also extending our sincere gratitude to all our partner travel agents for their continued support. Adding to this exciting year, we were thrilled to open Business Class seats offering enhanced comfort and service to our passengers. And thank you once again to our Royal Thai embassy, Thai Airline personnel, travel agents and our dedicated staff for being a crucial part of our success. And thank you all for participating in this meaningful blood donation campaign. Your contribution today embodies the spirit of giving and strengthens the ties between our communities, said Andre Fernando, Managing Director, MAC Holdings Private Limited.
Business
John Keells Foundation celebrates 20 years of empowering the nation for tomorrow

John Keells Foundation (JKF), the Corporate Social Responsibility (CSR) entity of the John Keells Group, marked its 20th anniversary with a special event on 25th April 2025 for its key stakeholders representing the Government, non-government, private and academia sectors, UN and INGO/NGO agencies and community-based organisations. Since its establishment on 28th March 2005, JKF has been a driving force in fostering sustainable growth and empowering communities across Sri Lanka.
“As one of the first corporate CSR entities in Sri Lanka, John Keells Foundation has led the way in championing impactful, sustainable initiatives under our vision of ‘Empowering the Nation for Tomorrow’, aligned with national priorities, the Sustainable Development Goals, and the Principles of the United Nations Global Compact,” said Krishan Balendra, Chairperson of the John Keells Group. “Over the years, the Foundation has remained committed to long-term initiatives that support communities in need, impacting the lives of over 9 million individuals. Within the Foundation’s empowerment culture, the focus has been less about handouts and donations, but more on providing the skills and the motivation to empower our communities to improve their lives. In Ranala, for instance, a women’s society around our Elephant House factory was provided training in producing paper-based products, while in Hikkaduwa, in partnership with Hikka Tranz by Cinnamon, we have upskilled local artisans in batik production. What is most encouraging is how much our own businesses have embraced sustained community empowerment — how it has become part of our DNA over the past couple of decades.”
JKF drives its vision through four strategic focus areas — Education, Community & Livelihoods, Social Health & Cohesion, and Biodiversity – that guide the transformative social empowerment initiatives within the Group’s overall ESG framework. Flagship initiatives such as the John Keells English Language Scholarship Programme, Project WAVE (Working Against Violence through Education), John Keells Vision Project, Cinnamon Rainforest Restoration, Kala Pola, the Village Adoption Project and John Keells Praja Shakthi stand as powerful testaments to JKF’s commitment to inclusive, transformative and sustainable development.
In her welcome address, Carmeline Jayasuriya, the Group’s Head of CSR said, “As the Foundation celebrates this milestone, we cannot do so without reference to all those who have been closely associated with this journey. Our success can be widely attributed to two strong support bases, the passionate volunteers across the Group and the wide array of partner organisations and individuals who have collaborated with us over the years.” She went on to note, “John Keells was visionary in initiating the set up of a dedicated CSR entity as early as 2003.
Today, the Foundation hosts a portfolio of over 30 projects – mid-long term – across 4 focus areas, reflecting the diversity of businesses within the Group. The golden thread running through all these projects is our vision of `Empowering the Nation for Tomorrow’. Considering the many ebbs and flows Sri Lanka has seen through during this time, including the end of the 30-year conflict as well as crises such as the Tsunami, COVID pandemic and economic downturn, the Group was well placed to strategise, undertake and sustain critical social development endeavours through JKF. I am honoured to have been part of JKF’s journey, seeing it evolve over the years to espouse and meaningfully contribute to national needs and priorities specifically through a culture of empowerment.”
In a testament to its impact, Prof. Niles Perera, Head of the Department of Transport Management & Logistics Engineering, University of Moratuwa shared, that the Department has enjoyed a 19-year partnership with the John Keells Group and was grateful for that collaboration. As both a beneficiary of John Keells Foundation’s efforts and now a collaborator, he commended the vision under education— “empowering employability and entrepreneurship” — saying these goals have been meaningfully achieved at the University of Moratuwa through the various initiatives such as need and merit based scholarships, the English Language immersion camp, and opportunities for mentorship and placement offered to undergraduates under this partnership.
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