IN THE SUPREME COURT OF THE DEMOCRATIC SOCIALIST REPUBLIC OF SRI LANKA Virgina Perera, No. 22/1, Albert Crescent, Colombo 7.

Petitioner SC/CHC/APPEAL/18/2018 HC/CIVIL/44/2014/CO Vs.

1. M.B.A. Systems (Pvt) Ltd., No. 41, Kanatta Road, Thalapathpitiya, Nugegoda.

2. A.P. Bogollagama, No. 441/1, Thimbirigasyaya Road, Longdon Place, Colombo 7.

3. S.M. Wijesinghe, M.B.A. Systems (Pvt) Ltd., No. 41, Kanatta Road, Thalapathpitiya, Nugegoda.

4. Company Secretaries (Pvt) Ltd., 2nd Floor, No. 810, Maradana Road, Colombo 10.

5. Vajira Kalinga Wijayawardena, No. 21/4, Buller’s Lane, Colombo 7.

Respondents AND In the matter of an application for punishment of the offence of Contempt of Court Virgina Perera, No. 22/1, Albert Crescent, Colombo 7.

Petitioner-Petitioner Vs.

1. M.B.A. Systems (Pvt) Ltd., No. 41, Kanatta Road, Thalapathpitiya, Nugegoda.

2. A.P. Bogollagama, No. 441/1, Thimbirigasyaya Road, Longdon Place, Colombo 7.

Respondents-Respondents AND NOW M.B.A. Systems (Pvt) Ltd., No. 41, Kanatta Road, Thalapathpitiya, Nugegoda.

1st Respondent-Respondent-Appellant Vs.

Virgina Perera, No. 22/1, Albert Crescent, Colombo 7.

Petitioner-Petitioner-Respondent A.P. Bogollagama, No. 441/1, Thimbirigasyaya Road, Longdon Place, Colombo 7.

2nd Respondent-Respondent-Respondent Before: Hon. Justice P. Padman Surasena Hon. Justice Mahinda Samayawardhena Hon. Justice Arjuna Obeyesekere Counsel: Uditha Egalahewa, P.C. with Damitha Karunarathne and Miyuru Egalahewa for the 1st Respondent-Respondent-

Appellant.

Upul Jayasuriya, P.C. with Sandamal Rajapakshe for the Petitioner-Petitioner-Respondent.

Kamran Aziz with Fahama Lathiff for the 2nd Respondent-

Respondent-Respondent. Argued on: 05.11.2024 Written submissions:

By the Appellant on 29.01.2025.

By the 2nd Respondent-Respondent-Respondent on

15.01.2025.

By the Petitioner-Petitioner-Respondent on 07.02.2025.

Decided on: 23.07.2025 Samayawardhena, J.

Background The original petitioner instituted this action in the High Court of the Western Province holden in Colombo in the exercise of its civil jurisdiction (conveniently known as “Commercial High Court in Colombo”) on 13.10.2014 against five respondents seeking substantive reliefs on oppression (section 224 of the Companies Act, No. 7 of 2007) and mismanagement of the affairs of the 1st respondent company (section 225 of the same Act). Pending determination of the substantive reliefs, the petitioner sought several interim reliefs.

After inquiry, the High Court by its order dated 22.04.2015 issued an interim order against the 1st to 4th respondents “restraining them from preventing the petitioner from acting as a director of the 1st respondent company as prayed for in paragraph (l) of the prayer to the petition upon depositing a sum of Rs. 500,000 as security.” The petitioner complained to the High Court by petition and affidavit dated 07.07.2015 together with summons, charge sheet and annexures that the 1st and 2nd respondents violated the said interim order and therefore they shall be punished for contempt of court.

Upon service of process, the 1st respondent moved to have the application dismissed in limine, contending that the High Court lacked jurisdiction to entertain the matter, as the alleged contempt was ex facie curiae (committed out of court) and the Companies Act contains no provision conferring jurisdiction to punish for such contempt. In essence, the argument advanced by the 1st respondent was that the contempt jurisdiction of the Commercial High Court is limited to contempts committed in facie curiae (in the face of the court), and does not extend to contempts committed out of court, unless a statutory provision expressly provides that such act is punishable as contempt of court.

The High Court, by its order dated 08.12.2015, overruled the preliminary objection raised by the 1st respondent and decided to proceed with the contempt application. Dissatisfied with this order, the 1st respondent invoked the appellate jurisdiction of this court by way of a leave to appeal