Updated: Saturday November 24, 2012/AsSabt Muharram 11, 1434/Sanivara Agrahayana 03, 1934, at 09:50:32 AM
Bank of Khyber Act, 1991
[ACT No. XIV of 1991]
[Gazette of N.-W.F.P. Extraordinary, 20th, June, 1991]
An Act to establish the Bank of Khyber in the
Preamble. WHEREAS it is expedient to establish a bank for providing commercial banking and. investment banking services in the North-West Frontier Province to:---
(a) mobilize private savings and public funds for diverting the same to productive channels and ensure their availability;
(b) promote industrial, agricultural and other socio-economic processes through the active participation of private as well as public sectors in the province;
(c) help under-developed areas and create employment opportunities specially in the rural areas. of the province. Further, to guide and assist the people of North-West Frontier Province serving overseas, to effectively and profitably invest their foreign savings in the province as well as other parts of
(d) create a diversified and sound portfolio for utilization of otherwise idle funds and their investments in the existing as well as new ventures specially in the pioneering of high-tech, agro-based, export-oriented and engineering projects to ensure maximum returns;
(e) participate and seek the share of the Province in the capital alar ket of Pakistan by way of subscription through the locally pooled resources in the leading stock exchanges of the country and eventually paving the way for the establishment of stock market in the province;
It is hereby enacted as follows:---
Bank of Khyber Act, 1991
[ACT No. XIV of 1991]
[Gazette of N.-W.F.P. Extraordinary, 20th, June, 1991]
An Act to establish
the Bank of Khyber in the
1. Short title, extent and commencement. (1)The Act may be called the Bank of Khyber Act, 1991.
(2) It extends to the whole of the
(3) It shall come into force at once.
2. Overriding clause. This Act shall have effect notwithstanding anything contained in any other law for the time being in force.
3. Definitions. In this Act, unless there is anything repugnant in the subject or context:---
(a) “Bank” means “The Bank of Khyber” established under this Act;
(b) “the Board” means the Board of Directors of the Bank;
(c) “Director” means a Director of the Board;
(d) “dividends” includes bonus;
(e) “goods” includes bullion, wares and merchandise;
(f) “general meeting” means the annual meeting of the shareholders of the bank;
(g) “Government” means Government of the
(h) “meeting” includes an adjourned holding of the meeting;
(i) “prescribed” means prescribed by bye-laws made under this Act;
(j) “Managing Director” means the Managing Director of the Bank;
(k) “special meeting” means a meeting of the shareholders of the Bank convened for transacting some particular business specified in the notice convening the meeting;
(l) “special resolution” means resolution passed at a special meeting;
(m) “proxy” includes an attorney duly constituted under a power of attorney who may or may not be a shareholder of the Bank;
(n) “Financial Year” of the bank means the period from 1st January to 31st December;
(o) The words importing masculine gender include feminine gender also. Words importing persons include any association, company, body corporate and corporation.
4. Establishment and incorporation of the Bank.
(1) As soon as may be after the commencement of this Act, there shall be established: in accordance with the provisions of this Act, a bank to be called The Bank of Khyber to carry on the business of banking.
(2)The Bank shall be a body corporate having perpetual succession and a common seal and shall by the name sue and be sued.
5. Capital. (1)Subject to the provisions of this Act, the authorized capital of the Bank shall be one billion rupees divided into one hundred million ordinary shares of ten rupees each.[Words “Paid up capital of the Bank shall be rupees three hundred million.”, deleted by N.-W.F.P. Act, 9 of 1996, S.3.][x x x] The share capital of the Bank shall comprise only of ordinary shares. It shall not issue partly paid shares. In the case of issue of shares for cash, the amount payable on application shall be the full nominal value of the shares even if the shares are issued at discount.
(2) Out of the said capital there shall from time to time, be issued such number of shares and on such terms, including the terms of brokerage and under-writing as the Board may decide.
(3)The liability of the shareholders of the Bank shall be limited to the amount not fully paid up on their shares.
(4)The majority of the shareholders of the Bank may by special resolution, increase or reduce the capital of the Bank.
(5)The shares of the Bank shall be movable property and each share shall be distinguished by its appropriate number.
6. Register of Shareholders. The Bank shall maintain at its Head Office a 'Register, to be called the Register of the Shareholders of the Bank, and shall enter therein 'the particulars as may be prescribed.
7. Qualification of Shareholders. (1) No person shall be qualified to be registered as shareholder who by reason of anything contained in any law for the time being in force is not competent to enter into any contract.
(2)A person, who subsequent to his registration is discovered to have been qualified as aforesaid at the time of registration shall not be entitled to exercise any of the rights of a shareholder otherwise than for the purpose of the sale of his shares under the orders of a competent Court.
(3)Shares shall be registered in the names of individuals, limited companies or corporate bodies, not more than 4 persons shall be registered as joint holders of any shares.
(4)In the event of death of any one or more of the persons named in the register as joint holders of any share, the survivor or survivors shall be the only person or persons recognized by the Bank as having any title to or interest in such share: If the deceased was a sole shareholder, his nominee or nominees and the legal heirs (where no such nomination was made) shall be the only persons recognized by the Bank as having any title to his interest in the shares.
8. Government to be shareholder. The Government shall be the major shareholder of the Bank but shall not hold at any time more than fifty one per cent of the shares issued by the Bank.
9. Head Office. The Head Office of the Bank shall be located at
10. Board. The general superintendence and direction of the affairs and business of the Bank shall be entrusted to a Board which may exercise all powers and do all such acts and things as maybe exercised or done by the Bank and are not by this Act expressly directed or required to be done by the Bank in annual general meeting.
11. Constitution. (1) The Board shall consist of the following [Subs.for “eight”, by N.-W.F.P. Act, 9 of 1996, S.4(i).] [nine] Directors:-- [Subs.by N.-W.F.P.Act, 9 of 19961, S.4(ii).] [(a) four Director including the Director of foreign/local institutions nominated by them by virtue of their voting right, shall be elected in a special meeting of shareholders within three months of the allotment of share floatation in the stock market].
(b) four Directors appointed by Government, two of whom will be the Secretaries to Government of North-West Frontier Province,, Finance Department and Industries Department. [Subs. by N.-W.F.P. Act, 9 or 1996, S.4 (iii).].
[(c) the ninth Directors shall be the Managing Director of the Bank.] [Added by N.-W.F.P. Act, 9 of 199 (1, S.4(iv).]
[(2) The election of Directors
after share floatation in the stock market shall be conducted in accordance
with the byelaws made under Section 24.]
12. Managing Director.[ Subs. by N.-W.F.P. Act, Sl of 1996, S.5.]
(1)The Managing Director/Chief Executive will be a Senior Professional banker, having not less than 20 years experience. He shall be appointed by the Government for a period not less than three years and not more than five years on such terms and conditions of service as the Government may determine: Provided that the terms and conditions of service shall not be varied to his disadvantage during his term of office: Provided further that his service may be terminated by Government on the grounds of physical or mental incapacity or gross misconduct: Provided also that on the expiry of his term of office, he shall be eligible for reappointment for such period as may be determined by Government.
(2)The Managing Director shall be the Chief Executive Officer of the Bank and shall, subject to any bye-laws made in this behalf, administer and control, on behalf of the Board, the affairs of the Bank.]
13. Chairman. The Chairman of the Board shall be nominated by Government from amongst official Directors. He shall preside over Board's meetings but shall not exercise executive powers. He shall, however, have the casting vote.
14. Qualifications and Disqualifications of Directors. (1) No person, [Subs. for “not appointed by Government to serve as a Director”, by N.-W.F.P Act, 9 of 1996 S.6 (i).] [other than the Director nominated by foreign/local institutions under clause (a), and the Directors appointed by the Government under clause (b), of Section 11] including the Managing Director shall be qualified to serve as a Director unless he is a holder in his own right of unencumbered shares of the Bank equal to the nominal amount of hundred thousand rupees at the least.
(2)No person shall be qualified to serve as a Director:---
(a) if he is a salaried officer of any Government whether within or outside
(b) if he has been convicted of an offence involving moral turpitude;
(c)if he was at any time in the service of the Bank and was dismissed or his services had been terminated by the Bank;
(d) if he is a Director of any commercial Bank other than a bank sponsored or established by or under the authority of the Government or the State Bank of Pakistan for the development of industry or agriculture in the country, or a bank which is a society registered under the Co-operative Societies Act, 1925 or any other law for the time being in force in Pakistan relating to Co-operative Societies;
(e) if he is in the employment of any banking, company, whether on salary or on commission, and is engaged in the performance of any continuous service for remuneration for any such company: [Added by N.-W.F.P. Act, 9 of 1996, S.6(ii)],---
[Provided that this clause shall not apply to a Director nominated by foreign/local institutions under clause (a) of Section 11;]
(f) if he is for the time being disqualified for membership of any body established by or under any law for the time being in force of which the constituent members are wholly or partly chosen by means of election.
(3)The office of a Director shall be vacated:---
(a) if the person holding it resigns his office or dies;
(b) if he accepts or holds any other office of profit under the Bank;
(c) if he is, or at any time has been, adjudicated an insolvent, or compounds with his creditors or suspends payment;
(d) if he is declared a lunatic or of unsound mind by a Court of law;
(e) if he has absented himself from three consecutive meetings of the Board, or for a continuous period of six months, whichever is longer, without leave of absence from the Board;
(f) if he ceases to hold in his own right the amount of shares required to qualify him for the office;
(g) if he incurs any of the disqualifications mentioned in sub-section (2);
(4)No two persons who are partners of the same mercantile firm, or who are Directors of the same private company, or one of whom is the general agent of, or holds a power of procuration from the other or from a mercantile firm of which the other is a partner, shall be eligible or qualified to serve as Directors of the Board.
15. Terms of office of Directors. A Director appointed by Government shall hold office during the pleasure of Government.
16. Vacancies. (1) Any vacancy occurring on the Board by the death, resignation, removal or disqualification of any Director shall be filled by the remaining Directors, who shall co-opt a duly qualified person to fill in the vacancy: Provided that where a vacancy occurs in the office of a Director appointed by the Government, the vacancy shall be filled only by appointment by the Government.
(2)Any Director so appointed shall be deemed to have held office from the date on which the Director in whose place he is appointed was appointed, or, when such Director was co-opted or appointed under sub-section (1), from the date on which his immediate predecessor was appointed, as the case may be.
(3)Any Director co-opted under sub-section (1) shall retire at the next [Subs. for “general meeting, as the case may be, by N.-W.F.P. Act, 9 of 1996, S.7.] [election of Directors] and the vacancy so occurring on the Board shall be filled by election as provided under this Act.
17. General and Special Meetings. (1)In the first week of March every year, or as soon thereafter as is convenient to the Board, a general meeting shall be held annually at the Head Office. The shareholders present at the meeting shall be entitled to discuss the annual accounts, the report of the Board on the working of the Bank during the preceding year. During the same meeting, the auditor's report on the annual balance sheet and accounts of the corresponding period may [Subs. for “also be seen and discussed', by N.-W.F.P. Act, 9 or 1996, S.8.][be discussed and approved] by the shareholders.
(2)Special meetings shall be convened and held in such manner and at such time and place as may be prescribed.
18. Vote of shareholders. [(1) Every shareholder shall be entitled to attend any meeting and each shareholder who has been registered as such for a period of not less than three months prior to the date of such meeting shall, when present in person and on a show of hands, have one vote; and on a poll each shareholder so registered for a like period shall have one vote for each single share, held by such shareholder: [Proviso deleted by N.-W.F.P. Act, 9 of 1996, S.9.] [x x x x x]
(2) On a poll, votes may be given either personally or by proxy, but the Government as a shareholder may appoint any person to be present at any general meeting and to vote on its behalf.
19. Business which the Bank is authorized to transact. In addition to the role that may be assigned to it to function as principal banker/treasury to Government, the bank would carry on and transact commercial banking and investment business within the Province and subject to approval of the Competent Authority under the law for the time being in force; at any place/places in and outside Pakistan hereinafter specified, i.e.---
(a) to accept/receive deposits and maintain cash and various other accounts of the customers as per custom, usage, practice and laws governing commercial banks in
(b) to place its funds with other banks and accept other bank funds and finalize agency arrangements/correspondent relationship with Banks within and outside the Province and local as well as foreign banks in any province of Pakistan or abroad.
(c) to draw, make, accept, execute, endorse, discount, rediscount, execute and negotiate bills, drafts, cheques, warrants, promissory notes and other negotiable instruments to issue guarantees and indemnities, and to give valid and effectual discharge;
(d) to buy, sell, hypothecate, pledge, mortgage, endorse, negotiate, transfer and or otherwise deal in promissory notes, debentures, bonds, Treasury Bills, shares of companies and all other kinds of securities including government securities, trustee securities, municipal bonds etc. receive or pay principal and mark up amount. However, in case of Government's guarantee no other securities would be required;
(e) to receive and hold in safe custody securities, or other movable property whatsoever. To recover and take possession of and manage all lands, houses, buildings and other property mortgaged to or otherwise manage the same and to make, sell and dispose of all lands, houses, goods, merchandise and property of every description, whether belonging to the Bank absolutely or in trust or as security, and for any such purpose to exercise all such powers and authorities and adopt proceedings as the Bank might or could exercise;
(f) to purchase or take on lease or other terms any lands, houses, or buildings for the purpose of offices or premises suitable for carrying on its business at any place and to build, alter and furnish any offices, houses or premises;
(g) to sue or be sued, to commence, prosecute, continue and defend all actions, suits or legal proceedings whether civil, criminal or revenue including proceedings to procure or establish the bankruptcy or insolvency of any person, firm, company or corporation or liquidation or winding up of any company, to compromise or refer to arbitration any claims or disputes either in such suits or proceedings or otherwise; to appoint solicitors, advocates, pleaders and other legal agents; to make, sign, verify, execute plaints, petitions, written statements, warrants of authority or any other papers, writings or documents expedient or necessary to be made, signed, executed, verified presented or filed;
(h) to carry on any other investment finance business specifically allowed by the Controller of Capital Issues or any other authority having jurisdiction with the exception of Insurance business as defined in the Banking Companies Act, 1962 and the Insurance Act, 1938;
(i) subject to the consent of the Controller of Capital Issues or any other authority having jurisdiction, to carry on all or any of the following business:---
(i) to undertake the business of leasing and leasing operations of all kinds of property, plant, machinery and equipment, etc;
(ii) to constitute trust and act as trustees of any deeds with a view to the issuing of Modarabas,
(j) the advancing and lending of money to Courts of Wards upon the security of estates in their charges or under their superintendence and the realization of such advances or loans and any interest due thereon;
(k) the investing of the funds of the Banks in, or the underwriting of any stocks, funds, shares, securities, participation term certificates, bonds or scripts or other securities for money issued by a public limited company or any corporation established by or under any law for the time being in force or under the authority of the Government or the State Bank of Pakistan, converting and covering the same into money.when required, and altering and transposing any such investment for or into any other such investments;
(l) the paying, receiving, collecting and permitting money, bullion and securities under any agreement with the State Bank of Pakistan as its agent on behalf of Government, undertaking and transacting any business which the State Bank of Pakistan may from time to time entrust to it;
(m) the taking over of the business, including the capital assets and liabilities of any other bank, with the sanction of Government;
(n)with the previous permission in writing of Government and the State Bank of
(1) the investing of the funds of the bank in any bank incorporated outside
(2) participating in the management and administration of any such bank in which the funds of the Bank have been invested;
(o) the advancing of money on non-interest basis and according to the various modes of finances as approved by the State Bank of Pakistan from time to time;
(p) the undertaking of lease financing;
(q) to open documentary letters of credit for imports as well as exports after completing all the statutory requirements;
(r) generally, the doing of all such matters and things as may be incidental or subsidiary to the transacting of the various kinds of business including foreign exchange business hereinbefore specified.
20. Business which the Bank cannot transact. (a) The Bank shall not make any advance or loan upon the security of its shares;
(b) discount or buy or advance or lend to any individual car partnership-firm an amount exceeding in the whole at any one time such sum as may be prescribed;
(c) the Bank shall not discount or buy or advance or lend or open credits on the security of any negotiable instrument of any individual or partnership-firm, payable in the town or at the place where it is presented for discount, which does not carry on it the several responsibilities of at least two persons or firms unconnected with each other in general partnership: Provided that nothing in this Section shall be deemed to prevent the Bank from granting overdrafts arid loans without security, to such extent as may be prescribed;
(d)grant to any person who has been elected or appointed as a Director and for so long as he continues to hold that office any advance, loan, credit limit, guarantee or other facilities, granted before his election or appointment as a Director: Provided that nothing in this clause shall prevent the Bank from continuing or renewing any such advance, loan, credit limit, guarantee or other facilities as may have already been granted to such person before his election or appointment as a Director.
21. Exceptions. Notwithstanding anything contained in this Act, the Bank is authorized to:---
(a) grant advances or loans to its officers and staff' for the purpose of building residential houses, including the cost of land; on such security, including immovable property, and on such terms and conditions and for such periods as may be prescribed;
(b) grant advances or loans, for any period exceeding one year but not exceeding five years, to such small and medium industries as may, from time to time, be specified by the Board on such terms and conditions as may be prescribed: Provided that the amount of advances and loans outstanding at any time under this clause shall not exceed five per cent of the total amount of bank deposits at such time;
(c) grant or subsidise, from time to time, pensions, gratuities, bonuses or other funds created for the benefit of its officers and staff or their dependents;
(d) contribute to the promotion of research in banking and allied subjects; and
(e) donate funds for any charitable objects or to any charitable institutions or societies.
22. Auditors. (1)Not more than two independent auditors who shall be Chartered Accountants shall be elected at the Annual General Meeting and their remuneration fixed.
(2) The first auditors of the Bank may be appointed and their remuneration fixed by the Board before the general meeting and if so appointed shall hold office only until the first general meeting. All auditors elected `under this Section shall severally be and continue to act as auditors until the first general meeting after their respective elections: Provided that if any casual vacancy occurs in the office of any auditor elected under this Section, the vacancy may be filled by the Board. The Auditors will submit their Annual Audit Report to the Government.
23. Other Auditors. (1)To ensure strict internal controls, the Bank shall appropriately structure its internal Audit Department which will be directly reporting to the Board of Directors. Further, the Bank will also be subject to audit/inspection by the Inspection Teams of the State Bank of
(2) The auditors shall at all reasonable times have access to the books, accounts and other documents of the Bank if appointed by it, and at the expense of the Government if appointed by it. The auditor may employ accounts or other persons to assist him in investigating such accounts, and may, in relation to such accounts, examine any Director, or any officer of the Bank.
(3)The auditors shall make a report to the shareholders and government upon the annual balance sheet, the statement pf profit and loss accounts, and in every such report they shall state whether, in their opinion the balance sheet and the statement of profit and loss accounts are full and fair statements containing the prescribed particulars and properly drawn up so as to exhibit a true and correct view of the state of the Bank's affairs and in case they have called for any explanation or information from the Bank, whether it has been given and whether it is satisfactory. Any such report made to the shareholders, shall be read together with the report of the Board at the General Meeting.
24. Power to make bye laws. (1)The Board may, make bye laws not inconsistent with this Act to provide for all matters for which provision is necessary or convenient for the purpose of giving effect to the provisions of this Act: This may include the manner for inviting share capital from the private and public sectors, laying down formats for Share Application Forms, Transfer Forms and other forms, procedure for Allotment of Shares, dealing with lost and defaced shares, transfer of shares, increasing of capital, cancellations, election of directors, quorum, filling in casual vacancies of directors, their remuneration, recording of monthly, half yearly and annual accounts and books of accounts, secrecy, indemnity of Directors and employees, the Organogram, job description and rules governing the employees and lending policies, delegation of powers to Officers/Committees and other ancillary matters for smooth functioning of the Bank.
25. Pre operational steps necessary for establishment of the Bank. Government may appoint a suitable senior professional banker having the same qualifications as those prescribed for a Managing Director to initiate pre operational work to ensure prompt commencement of business by the Bank. Such appointed person shall be designated as the first Managing Director and will have full powers to appoint qualified supporting staff on merits and on such terms and conditions as those generally prevailing in the banking business in
26. No suit, prosecution or other legal proceedings shall lie against the Chairman, Managing Director or any other official of the Bank or Government for anything which is done in good faith or is intended to be done under this Act or byelaws framed under it.