ARRANGEMENT OF SECTIONS
1. Short title
3. Variation of original deed
4. Appointment of Trustees
5. Transfer of assets, liabilities, etc.
6. Freezing of the Trust Fund
7. Liquidation of Press (Holdings) Limited
15 of 1995
An Act to make provision for the reconstruction of the Press Trust; to clarify the objects and status of the Press Trust and to provide for consequential changes relating to assets forming part of the Press Trust Fund and for matters connected with or incidental to the foregoing
[15TH NOVEMBER 1995]
This Act may be cited as the Press Trust Reconstruction Act.
In this Act, unless the context otherwise requires—
“existing trustees” means the trustees of the Press Trust at the commencement of this Act;
“initial trustee” means the person appointed as such in accordance with section 4;
“original deed” means the Press Trust Deed dated the 10th day of February, 1982, and incorporated under the Trustees Incorporation Act on the 5th day of March, 1982, at the office of the Registrar General;
“official receiver” has the meaning ascribed to it in the Companies Act;
“Press (Holdings) Limited” means the company of that name incorporated under the Companies Act on 13th January, 1969, under company registration number 1210;
“Press Trust” means the Trust established under the original deed;
“Settlor” means the person referred to in the original deed as the Founder Trustee;
“Trust Fund” has the meaning ascribed to it in the original deed and includes any sums wherever held on account of the Trust Fund.
For the better administration of the Press Trust, the original deed shall be deemed varied in the terms and form as set out in the Schedule at the expiry of 14 days from the date of publication in the Gazette of a notice to that effect given by the Minister of Finance and the terms and form as set out in the Schedule are hereinafter referred to as the “Deed of Variation”.
(1) Upon the publication of the notice referred to in section 3, the President and the Settlor shall, within twenty days from the date thereof, each appoint, by notice in writing to the Attorney General, one person to hold office as initial trustee provided such person is qualified to be appointed a trustee under the Deed of Variation.
(2) In the event that either the President or the Settlor fails for whatever reason within the twenty days to appoint the initial trustee under subsection (1), the Attorney General shall appoint such person as he thinks fit, being a person who is qualified under the Deed of Variation to be appointed a trustee, to be initial trustee and such appointment shall be valid for all purposes as if it had been made by the President or Settlor, as the case may be.
(3) Upon the appointment of the second of the initial trustees, the existing trustees other than an initial trustee shall cease to hold office as trustee of Press Trust.
Upon the appointment of the initial trustees all the assets or rights of the Trust Fund and all liabilities or obligations of the Trust Fund properly incurred by the existing trustees shall be deemed transferred from the existing trustees to the initial trustees.
(1) During the period referred to in section 3, no withdrawal, transfer or disposal shall be made of, nor any overdraft, loan or other encumbrance shall be charged upon, any assets held on account of the Trust Fund without the prior written approval of the Attorney General who, in giving approval, shall at all times act in the best interest of the Press Trust having regard to the provisions of the Deed of Variation.
(2) Any person acting in any capacity whatsoever who does anything contravening, or which has the effect of contravening, subsection (1) shall be guilty of an offence.
(1) Upon the publication of the notice referred to in section 3, all assets and liabilities of Press (Holdings) Limited shall, notwithstanding the provisions of the Companies Act or any other law, be placed in liquidation.
(2) For the purposes of the liquidation of the Press (Holdings) Limited under subsection (1), the official receiver shall appoint a duly qualified person as liquidator to wind up the affairs of Press (Holdings) Limited and such costs of liquidation as may be reasonable shall be paid out of the Trust Fund.
Any person guilty of an offence under this Act shall be liable to a fine of K50,000 and to imprisonment for five years.
The Minister responsible for finance may make rules or orders for the better carrying out of the provisions of this Act.
Dated ................................. 20 ...........
THE DEED OF VARIATION OF THE PRESS TRUST
The Government of Malawi
THIS DEED OF VARIATION is made the, .............. day of 20 .....
BY: The Government of Malawi (“the Government”)
(A) The Government acting through the Minister responsible for finance under the powers given to it by the Press Trust Reconstruction Act has made this Deed in order to vary the terms of the Press Trust (which expression shall have the same meaning in this Deed as in the said Act) in the manner hereinafter appearing;
(B) This Variation shall be irrevocable.
NOW THIS DEED WITNESSETH as follows—
1. Under the powers given to it by the Press Trust Reconstruction Act and all other powers the Government hereby declares that the Press Trust shall from the date of this Deed be read and construed for all purposes as if all the clauses contained in the Press Trust Deed dated 10th February, 1982, and registered at the office of the Registrar General on 5th March, 1982, had been revoked and the following Clauses of this Deed had replaced them.
In this Deed the following expressions have the following meaning—
(a) “Initial Trustees” shall mean the persons appointed as Initial Trustees under the terms of the Press Trust Reconstruction Act, and “Initial Trustee” shall mean one of the Initial Trustees;
(b) “Chartered Accountant” means an accountant who is admitted to membership of and entitled to practise according to the rules of a professional body regulating Chartered Accountants in any Commonwealth country, any member state of the European Union or the United States of America;
(c) “National Benefit Purposes” (“NBP”) means such charitable purposes as are in the interest and for the benefit of the people of Malawi including but without prejudice to the generality of the foregoing for the advancement of their education, health, welfare and housing;
(d) “the Trust Fund” means—
(i) all monies, investments or other property which form any part or parts of the Trust Fund of the Press Trust at the date of this Deed;
(ii) all monies, investments or other property hereinafter paid or transferred by any person or persons to or so as to be under the control of and (in either case) accepted by the Trustees as additions to the Trust Fund;
(iii) all accumulations (if any) of income directed to be held as an accretion to the capital of the Trust Fund;
(iv) the monies, investments and property from time to time representing the said monies, investments, property, additions and accumulations;
(e) “Trustees” means the Initial Trustees, the Successor Trustees, the International Trustee and Ordinary Trustees and “Trustee” means any one of them;
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