tï'î'tia't,a ^MBSL& rlaIK iud.fï iNdm;s tï'wd¾' Id uy;d Bfha ^28& Tyqf.a b,a,d wiaúfï ,smsh iud.fï wOHlaI uKav,h fj; fhduq lr we;ehs jd¾;d fõ'
tys wOHlaI uKav,h fld<U mokï wdh;kfhaÈ Bfha ^28& /iaù we;s w;r tys§ jev;ykug ,la jq l<uKdldr wOHlaI isäks .ckdhl we;=¿ msßila tys wOHlaI jrfhl= jq iISl fiakr;a hk wh iNdm;s Oqrhg fhdackd lr we;ehs jd¾;d fõ'
tfiau tys wOHlaI Oqrfhka bj;aj hdug isÿ jq mokï wdh;kfha iNdm;s uydpd¾h rxð;a nKavdr hk who h<s tys wOHlaIjrfhl= f,i m;a lrf.k we;s njo ioyka fõ'
flfiajjqo Tyq b,a,d wiaù we;af;a ^MBSL& rlaIK iud.fï iNdm;s OQrfhka muKs'
Y%S ,xld u¾pkaÜ nexl=fõ ^MBSL& iNdm;s f,i ;jÿrg;a Tyq lghq;= lrk njo mejfia'
Idg fufia wod, ;k;=frka b,a,d wiaùug isÿjQfha tu Oqrfha rojd.kSug o tfiau Uyq bka bj;a lsÍugo ckm;s ueÿf¾ we;sjQ oajkaO igkl m%;s:,hla f,ih'
Id /l .ekSfï igkg uqo,a wud;HxYfha iy uyd NdKavd.drfha f,alï wdpd¾h mS'î' chiqkaor uy;d Wr ;nd ;snQ w;r Tyq bj;a lsÍfï igkg ckm;s ld¾hhuKav, m%Odks .dñKs fikr;a uy;d Wr ;nd ;snQ nj jd¾;d úh'
Idf.a bj;aùfuka miqj tu ;k;=rg .dñ” f.a ióm;u {d;sfhl= jk tï'ì'tia't,a ^MBSL& rlaIK iud.fï wOHlaIjrfhl= jk iISl fikr;a uy;d m;a lsÍfï iQodkula we;s njo óg fmr jd¾;d úh'
ish,a, fufia isÿfjoa§ mS'î'f.a md¾Yjfha wÆ;a fhdackdj ù we;af;a tï'ì'tia't,a ^MBSL& ys fiiq wOHlaI jrekao iud.fï fiajfhka bj;a lr iud.u k.d isgqúug kj md,kdêldßhla m;a lrkak f,i b,a,d ,xld nexl= fiajl ix.uh yryd rchg n,mEula isÿ lsÍuh'
Idf.a b,a,d wiaùfï ,smsh my; oelafõ'
55/D/4,
Ranmuthugala,
Kadawatha.
27th November, 2013.
The Board of Directors,
MBSL Insurance Co. Ltd.,
122, Kew Road,
Colombo 2.
Dears Sirs,
Review of Board Decision of Managing Director's Compulsory Leave and Resignation as Chairman/Director
I note with concern that some of the Directors of the MBSL Insurance Co. Ltd. have unlawfully, with insufficient notice, convened a meeting of the Board of Directors to be held at the Sri Lanka Foundation on 28th November, 2013, at 9.00 am, at which it is also proposed to review the decision placing the Managing Director and CFO on compulsory leave.
I also note that this meeting has been convened bypassing the Company Secretaries, in order to wrongfully accommodate Prof. Ranjith Bandara, who is no longer a director of the Company, since the Parent, Merchant Bank of Sri Lanka (PLC) has already nominated another director in his place consequent to his resignation from the MBSL, which was formally approved by the IBSL and the Form 20 has been duly filed with the Registrar of Companies. It is clear that this move has been initiated in order to wrongfully secure the majority on the Board.
The Company Secretaries have very categorically informed all directors that they were unable to convene any board meeting until legal advise sought for Prof. Ranjith Bandara's claim as a director. In this situation, I understand that the Company Secretaries too are resigning as Secretaries since they do not wish to compromise professionalism.
The Managing Director was placed on compulsory leave on a unanimous decision of the Board on 20th November, 2013, in order to facilitate an independent investigation by the Price Waterhouse Coopers to be carried out, into the irregularities in the commission payments reported by the Internal Audit investigations together with the IBSL's observation about irregularities in connection with Foreign Employment Agency insurance scheme and seeking explanation from the Board of Directors on non disclosure of related party transaction with regard to Lanka Corrugated Industries (PVT) Ltd. and furnishing inaccurate information in annual returns etc, by letter dated 7th November, 2013.
While inviting attention to the proposal made by some of the directors to lift the compulsory leave of the Managing Director and CFO at the meeting on 25th November, I reiterate that any attempt at this point of time to lift the compulsory leave would certainly not facilitate the independence of the investigations and in the eyes of the public, it could be perceived as endorsing corruption.
While I do not endorse or promote malpractices and corruption in any form and in that context, do not wish to be a party as well, to a resolution to review the original decision to place the Managing Director and the CFO on compulsory leave, since it could cause serious reputational risk not only to the Board of Directors of MBSL Insurance but also to the Merchant bank of Sri Lanka as the major shareholder, its subsidiaries and me as well.
In view of the above developments, I tender my resignation as the Chairman and Director of the MBSL Insurance Co. Ltd. with immediate effect.
Yours faithfully,
M.R.Shah
Cc. Chairperson
Insurance Board of Sri Lanka
Director General
Insurance Board of Sri Lanka
55/D/4,
Ranmuthugala,
Kadawatha.
27th November, 2013.
The Board of Directors,
MBSL Insurance Co. Ltd.,
122, Kew Road,
Colombo 2.
Dears Sirs,
Review of Board Decision of Managing Director's Compulsory Leave and Resignation as Chairman/Director
I note with concern that some of the Directors of the MBSL Insurance Co. Ltd. have unlawfully, with insufficient notice, convened a meeting of the Board of Directors to be held at the Sri Lanka Foundation on 28th November, 2013, at 9.00 am, at which it is also proposed to review the decision placing the Managing Director and CFO on compulsory leave.
I also note that this meeting has been convened bypassing the Company Secretaries, in order to wrongfully accommodate Prof. Ranjith Bandara, who is no longer a director of the Company, since the Parent, Merchant Bank of Sri Lanka (PLC) has already nominated another director in his place consequent to his resignation from the MBSL, which was formally approved by the IBSL and the Form 20 has been duly filed with the Registrar of Companies. It is clear that this move has been initiated in order to wrongfully secure the majority on the Board.
The Company Secretaries have very categorically informed all directors that they were unable to convene any board meeting until legal advise sought for Prof. Ranjith Bandara's claim as a director. In this situation, I understand that the Company Secretaries too are resigning as Secretaries since they do not wish to compromise professionalism.
The Managing Director was placed on compulsory leave on a unanimous decision of the Board on 20th November, 2013, in order to facilitate an independent investigation by the Price Waterhouse Coopers to be carried out, into the irregularities in the commission payments reported by the Internal Audit investigations together with the IBSL's observation about irregularities in connection with Foreign Employment Agency insurance scheme and seeking explanation from the Board of Directors on non disclosure of related party transaction with regard to Lanka Corrugated Industries (PVT) Ltd. and furnishing inaccurate information in annual returns etc, by letter dated 7th November, 2013.
While inviting attention to the proposal made by some of the directors to lift the compulsory leave of the Managing Director and CFO at the meeting on 25th November, I reiterate that any attempt at this point of time to lift the compulsory leave would certainly not facilitate the independence of the investigations and in the eyes of the public, it could be perceived as endorsing corruption.
While I do not endorse or promote malpractices and corruption in any form and in that context, do not wish to be a party as well, to a resolution to review the original decision to place the Managing Director and the CFO on compulsory leave, since it could cause serious reputational risk not only to the Board of Directors of MBSL Insurance but also to the Merchant bank of Sri Lanka as the major shareholder, its subsidiaries and me as well.
In view of the above developments, I tender my resignation as the Chairman and Director of the MBSL Insurance Co. Ltd. with immediate effect.
Yours faithfully,
M.R.Shah
Cc. Chairperson
Insurance Board of Sri Lanka
Director General
Insurance Board of Sri Lanka