MALAWI RAILWAY HOLDINGS COMPANY

CHAPTER 69:04
MALAWI RAILWAY HOLDINGS COMPANY

ARRANGEMENT OF SECTIONS

    SECTION

PART I
PRELIMINARY

    1.    Short title

    2.    Interpretation

PART II
INCORPORATION AND MANAGEMENT OF COMPANY

    3.    Incorporation, limitation of liability, offices, agents and seal

    4.    Objects and powers

    5.    Transfer of certain shares to the Company

    6.    Capital

     7.    Profits

    8.    Directors

    9.    Meetings of the Board

    10.    Borrowing powers

    11.    Officers

PART III
ACCOUNTS

    12.    Annual accounts and report

    13.    Audit

PART IV
MISCELLANEOUS

    14.    Share transfers and register

     15.    Taxation, etc.

    16.    Authentication of documents and decisions

    17.    Regulations

34 of 1966
8 of 1980
9 of 1985

    An Act to Provide for the Incorporation of the Malawi Railway Holdings Company and for purposes connected therewith and incidental thereto

PART I
PRELIMINARY

1.    Short title

    This Act may be cited as the Malawi Railway Holdings Company 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;

    “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.

PART II
INCORPORATION AND MANAGEMENT OF COMPANY

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.

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.

5.    Transfer of 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.

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…