Amarasuriya says he was under tremendous pressure to quit the board ahead of the meeting.
"What the hell will this bank be if somebody else not like him is the Chairman?" said Desmond Fernando, shareholder of the bank addressing the gathering at the EGM.
Delaying tactics and hooliganism worked at Wednesday's Commercial Bank EGM which was adjourned after news that the Appeal Court blocked the voting power of a key shareholder.
Shareholders backing embattled Chairman Amarasuriya, including hundreds of staff of the bank cheered the announcement from a bank union leader that court has blocked voting rights.
"The district Court refused an Enjoining Order and we took it up with the Appeal Court and the Courts of Appeal has issued a stay, restraining the voting," M R Shah, Ceylon Bank Employees Union, announced at the meeting.
The appeal to a higher court was filed hours before the EGM started.
The meeting was chaired by pro-temp chairman Lakshman Fernendo.
At the outset Amarasuriya accused some shareholders of trying to browbeat him to quit the board before the vote.
"The Board of Directors was intending to remove me BEFORE this meeting. Today they have taken legal advice to remove me before the meeting so that the meeting would have been honest. They were saying that I cannot chair the meeting because the DCSL and ICSL have said I cannot chair the meeting. I refused in the interest of Corporate Governance."
"The board wanted Mr. Gunaratne to be the Chairman. I know where he is and refuse but agreed to Lakshman Fernendo to be the pro-tem Chairman. It is a board decision," said Amarasuriya in a highly charged speech following the announcement of the stay.
"I can hear the jeering from the rear and also abuse coming from first three rows," he said amidst the din at the EGM.
Representative of Distilleries Company of Sri Lanka and Sri Lanka Insurance Corporation who were at the meeting refused to comment.
Amarasuriya says he is confident that small shareholders were behind him as 98 percent of the proxies were against the resolution to remove him as director.
But he thinks some large shareholders would have cast their votes against him including Sri Lanka Insurance Corporation, the DCSL and the DFCC Bank.
They control nearly 42 percent of the votes.
Amarasuriya agrees with shareholders largely led by the bank’s employees and minority shareholders that the EGM should have been postponed.
"The meeting should have been held later according Companies Act. When you receive a requisition you must convene the meeting within 21 days that was the day of convening. Thereafter the meeting can be held within a reasonable period of time- as long as you give the minimum (notice). I asked for a date in November. I wanted more time-to be able to get proxies; to be able to canvass. But certain members of the board voted against me- I got only three votes. Five people voted against me- they must have been influenced," Amarasuriya says.
Shareholders supporting Amarasuriya agreed the meeting should have been held later since the change of venue to the Holiday Inn had not carried 21 days notice.
However Amarasuriya might have won the vote had the meeting proceeded after voting rights of companies connected to Harry Jayawardene were suspended.
Pro tem Chairman Fernando, who adjourned the meeting as soon as the house was informed about the appeal court interim order, says he did not want to deny shareholder rights.
"Once you have given the notice you have to go ahead with it otherwise shareholders rights are violated," says Lalith Fernando, Director, Commercial Bank.
He later added that the vote could have gone on if shareholders had created the ambience needed.
Amarasuriya also had support from the second and third largest shareholders, the International Finance Corporation and a Middle Eastern investor accounting for 25 percent of the shares.
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