Updated: Tuesday May 03, 2016/AthThulatha
Rajab 26, 1437/Mangalavara
Vaisakha 13, 1938, at 04:09:32 AM
The Hydrogenated Vegetable Oil Industry
(Control and Development) Act, 1973
1ACT NO.
LXV OF 1973
[15th September 1973]
An Act to
regulate the operation and future development of the hydrogenated vegetable oil
industry.
WHEREAS it is expedient to
make provision to regulate the operation and future development of the
hydrogenated vegetable oil industry, so as to maintain at reasonable prices,
supplies essential to the life of the community while safeguarding the
interests of the small investors in the industry and to provide for matters
connected therewith or incidental thereto;
AND WHEREAS paragraph (b)
of clause (1) of Article 253 of the Constitution provides that Parliament may
by law declare that any trade, business, industry or service specified in such
law shall be carried on or owned, to the exclusion, complete or partial, of
other persons, by the Federal Government or a Provincial Government or by a
corporation controlled by any such Government;
It is hereby enacted as
follows:---
1.
Short title, extent and commencement. —(1) This Act may be called the Hydrogenated Vegetable Oil
Industry (Control and Development) Act, 1973.
(2) It extends to the whole
of
(3) It shall come into
force at once and shall be deemed to have taken effect on the second day of
September, 1973.
2.
Definitions. In this
Act, unless there is anything repugnant in the subject or context,---
(a) ”bank rate” means the bank rate determined and made public
under the provisions of the State Bank of Pakistan Act, 1956 (XXXIII of 1956);
(c) ”Board” means a Board of Management set up under section 7;
(d) ”corporation” means a corporation wholly owned by
Government to which an establishment is transferred under section 13;
(d) ”creditor” means any person to whom a managed establishment
owes any amount of money;
(e) ”debtor” means a person who owes any amount of money to a
managed establishment;
1For Statement of Objects and Reasons,
see Gaz. of P., 1973/ Ext.,
(f) ”establishment” means any company, firm, concern,
institution or enterprise the whole or any Part of the undertaking of which
pertains to the industry and includes any related office shop, factory, godown,
yard, stocks and stores wherever that may be;
(g) ”industry” means the' hydrogenated vegetable oil industry;
(h) ”Managing Director” in relation to an establishment means
the Managing Director appointed under section 6 in respect of such
establishment;
(i) ”managed establishment” means an establishment in respect
of which a Managing Director has been appointed;
(j) ”previous management” in relation to an establishment
means the person, board of directors or other body or authority in whom or in
which the management of the establishment vested immediately before the
appointment of a Managing Director in respect thereof;
(k) ”shareholder” means a shareholder in the share capital of
an establishment, and includes a stockholder;
(l) ”person” includes an individual, a Hindu undivided family,
a partnership firm and an association of person or a body of individuals,
Government of a Province and a local authority;
(m) words and expressions used but not defined in this Act
shall have the same meaning as in the Companies Act, 1913 (VII of 1913).
3. [Declaration.]
Omitted by the Hydrogenated Vegetable Oil Industry (Control and Development)
(Amdt.) Ordinance, 1979 (IV of1979), s. 2.
4.
Act to override other laws. The provisions of this Act shall have effect notwithstanding
anything contained in the Companies Act, 1913, or the Companies (Managing
Agency and Election of Directors) Order, 1972 (P.O. No. 2 of 1972), or any
other law for the time being in force or in any agreement, contract, memorandum
or articles of association of a company.
5.
Power to take over management or acquire shares of business of an
establishment. —(1)
The Federal Government may, by an order,---
(a) take over the management of any establishment and, as from
the date of such order, the previous management shall stand divested of such
management;
(b) in the case of an establishment which is a company or an
establishment owned by a company—
(i) acquire the whole or a portion of the shares from all or
any of the shareholders of such company and, as from the date of such order,
the shares so acquired shall vest in the Federal Government, or
(ii) acquire the whole or a portion of the
proprietary interests of such company in such establishment and, as from the
date of such order, the interests so acquired shall vest in the Federal
Government; and
(c) in the case of an establishment owned by a person acquire
the whole or a portion of the proprietary interests of such person, and as from
the date of the order the interests so acquired shall vest in the Federal
Government:
Provided that no order
shall be made under this section for the acquisition of the shares held in an
establishment by an institution owned or controlled by Federal Government
including the National Investment Trust and the Investment Corporation of
Provided further in the
case of an establishment which is a company or an establishment owned by a
company, the Federal Government may, by notification in the official Gazette,
exempt from acquisition shareholdings of shareholders up to such maximum
amount, not exceeding in the aggregate forty-nine per cent of the paid-up share
capital of the company, as may be specified in the notification.
1[Explanation.—In this sub-section and section 31 “foreign
investor means a person, other than a citizen of
(a) the Federal Government has given an assurance that he will
have the right to repatriate from Pakistan the amount of his investment or the
income arising therefrom or both such amount and such income; or
(b) the Federal Government has not given such assurance, but
whom it has assured that, in the event of compulsory acquisition of the shares
held in an establishment by the shareholders, he will not be treated less
favourably than an investor to whom such assurance had been given.].
(2) Where the Federal
Government makes an order under sub-section (1) in respect of the shares of any
company, no dealings or business relating to such shares shall be transacted on
any stock exchange and no transfer of such shares shall be registered in the
share register of the company for a period of ninety days from the date of such
order or such shorter period as may be notified by Government.
2[5A. Transfer of
shares and proprietary interests, etc. —(1) If the Federal Government considers it necessary in
the public interest to transfer the shares or proprietary interests in respect
of a managed establishment acquired by it under section 5, the Federal
Government may, through a public advertisement, invite bids for the transfer of
the shares or proprietary interests.
(2) On receipt of bids in
pursuance of an invitation under sub-section (1), the Federal Government shall
offer the transfer of the shares or proprietary interests to the previous
management of such establishment, on the highest bid so received and on such
terms and conditions as it may deem fit:
Provided that it shall not
be necessary to make such an offer to the previous management in case the
highest bid has been made by the management group of the employees of such
establishment.
1 Added by the hydrogenated
Vegetable Oil Industry, (Control and Development) (Amdt.) Ordinance, 1979 (4 of
1979), s. 3.
2 Ins. by the hydrogenated Vegetable
Oil Industry (Control and Development) (Second Amdt) Act, 1992 (11 of 1992), s.
2, which was previously ins. by Act 20 of 1991, s. 3.
Explanation.—In this sub-section and in .sub-section
(4), “management group of the employees” means such management group of the
employees as has, in the opinion of the Federal Government, been formally
constituted as such.
(3) If the said previous,
management does not accept the offer made under sub-section (2) within a
specified time, the Federal Government may transfer the shares or proprietary
interests to such persons, and on such terms and conditions, as it may deem
fit.
(4) Notwithstanding
anything contained in sub-sections (1), (2) and (3), the Federal Government
may, in its discretion, if it considers it necessary in the public interest so
to do, transfer the shares or proprietary interests in respect of any such
establishment to the management group of the employees of such establishment at
a price, and on terms and conditions, settled between the Federal Government
and such management group. .
(5) In case of transfer of shares
or proprietary interests in respect of a managed establishment under
sub-section (2), (3) or (4), the provisions of this Act shall cease to apply to
such establishment.]
6.
Appointment of Managing Directors. —(1) Where the Federal Government has made an order under section
5 in respect of an establishment, it may appoint a Managing Director in respect
of such establishment.
(2) Upon the appointment of
Managing Director in respect of an establishment, the administration and
management of the affairs of the establishment shall vest in the Managing
Director and any company or person or authority exercising or having the right
to exercise, immediately before such appointment, any power or functions in
relation to the establishment shall cease to exercise or to have the right to
exercise such power or function.
(3) The Managing Director
shall,---
(a) hold office during the pleasure of the Federal Government
;
(b) in the discharge of his functions, be subject to such
orders and directions as the Federal Government or the Board may from time to
time give in writing; and
(c) receive such remuneration and be subject to such other
terms and conditions of appointment and service as the Federal Government may
determine.
(4) The Managing Director
appointed in respect of an establishment shall exercise and perform___
(a) if such establishment is owned or controlled by a company,
all the powers and functions of the Board of Directors; and
(b) if such establishment is owned or controlled by a person,
all the powers and functions of that person.
1[6A.
Constitution of Board of Directors, etc. —(1) Where the Federal Government has
acquired under section 5 the whole or a majority portion of the shares of a
managed establishment which is a company and is of the opinion that, in the
interest of the shareholders of the managed establishment, it is necessary to
do so, the Federal Government may, by order in writing, direct that a board of
directors consisting of a Managing Director and such number of other directors
as may be specified in the order be constituted in such managed establishment.
(2) Where the Federal
Government has made an order under sub-section (1) in respect of a managed
establishment, the board of directors of such establishment shall be
constituted within a period of sixty days from the date of the order.
(3) Where the Federal
Government has made an order under sub-section (1) in respect of a managed
establishment,—
(a) the Federal Government may nominate such number of
directors, including the Managing Director, on the board of directors of the
managed establishment as bears to the total number of directors, as nearly as
may be, the same proportion as the aggregate face value of the shares owned by
the Federal Government and by an institution owned or controlled by the Federal
Government, including the Corporation referred to in sub-section (3) of section
13, hereafter in this section referred to as the Corporation, bears to the
total issued share capital of the managed, establishment ; and
(b) the other directors shall from time to time be elected by
the members of the managed establishment, other than the Federal Government an
institution referred to in paragraph (a) and the Corporation, in general
meeting in accordance with the Companies (Managing Agency and Election of
Directors) Order, 1972 (P.O. No. 2 of 1972).
(4) The Managing Director
nominated under sub-section (3) shall be the chief executive of the managed
establishment.
(5) The board of directors
of a managed establishment constituted under this section shall enter upon
office on such date as the Federal Government may, by order in writing, appoint
in this behalf and, upon their entering upon office as aforesaid,---
(a) the Managing Director appointed under sub-section (1) of
section 6 in respect of the establishment shall cease to hold office;
(b) the management of the establishment shall cease to vest in
the Corporation, and the management and administration of affairs of the
establishment shall, subject to this section, stand transferred to the board of
directors; and
1Ins. by the Hydrogenated Vegetable Oil
Industry (Control and Development) (Amdt.) Ordinance, 1979 (17 of 1979), s. 2.
(c) the Managing Director nominated under sub-section (3) shall
have such powers and functions as the board of directors may, from time to
time, confer upon or entrust to him.]
7.
Board of Management. —(1)
The Federal Government may, by notification in the official Gazette, set up a
Board of Management to control, manage and direct the affairs of establishments
in respect of which Managing Directors have been appointed and where it sets up
more than one Board, shall specify in the notification the establishment or
class of establishments in respect of which each Board shall, exercise its
powers and perform its functions under this Act.
(2) A Board shall consist
of a Chairman and such number of members, not exceeding nine, as the Federal
Government may appoint.
(3) A Board shall be a body
corporate having perpetual succession and a common seal, with power to acquire
and hold property, and shall by the name assigned to it by the notification
issued under sub-section (1) sue and be sued.
(4) The Chairman and
members of a Board shall hold office during the pleasure of the Federal
Government on such terms and conditions as it may determine.
8.
Functions of Boards. —(1)
The function of the Board shall be to ensure that the establishments in respect
of which it is to exercise and perform its powers and functions under this Act
are managed efficiently and in accordance with sound business principles and,
in respect of any such establishment, the Board may, from time to time.—
(a) exercise such of the powers of the Managing Director and
issue such directions to him as it may consider necessary;
(b) require the Managing Director to furnish it with such
information relating to the affairs of the establishment in respect of which he
is the Managing Director as the Board may require in connection with the
performance of its functions; and
(c) remove from office its auditor and appoint another person
to hold that office for such period and on such remuneration payable by the
establishment as the Board may determine.
(2) The exercise by the
Board under sub-section (1) of the powers of a Managing Director shall have
effect as if it were the exercise of those powers by the Managing Director
himself.
(3) It shall be the duty of
a Managing Director to comply with all directions issued to him by the Board
under sub-section (1) and to furnish the Board with the information required by
it.
9.
Funds of the Board. —(1)
There shall be constituted for each Board a fund to which shall be credited all
sums received by the Board under sub- section (2) and out of which shall be
defrayed all expenditure incurred by the Board, including expenditure on the
emoluments of the Chairman, members and officers, servants, experts and
consultants of the Board.
(2) The Managing Director
in respect of every managed establishment shall make to the Board concerned
each year such payment to enable it to defray its expenses as the Board may,
with the prior approval of the Federal Government in writing, demand of him:
Provided that the aggregate
amount of payment so demanded of the Managing Directors in any year shall not
exceed by more than ten per cent the amount of the estimated expenditure of the
Board in that year.
10.
Officers, etc., of the Board. —(1) A Board may from time to time appoint such officers,
servants, experts and consultants as it may deem fit.
(2) A Board may appoint one
or more committees of the Board with such composition and functions as it may
determine.
11.
Adoption of balance sheet. In case of a managed establishment owned or controlled by a
company, the general meeting of the company before which a balance sheet is
laid shall not, if the Federal Government by order in writing so directs, have
the authority to refuse to adopt the balance sheet, but nothing in this section
shall be construed to prevent any shareholder from expressing his views on the
financial affairs of the establishment and a record of the proceedings of such
meetings shall be forwarded to the Federal Government not later than fifteen
days of the meeting.
12.
Regulations. —(1) A
Board may, with the prior approval in writing of the Federal Government, make
such regulations as appear to it to be necessary for carrying out the purpose
of this Act.
(2) In particular and
without prejudice to the generality of the foregoing power, such regulations
may provide for the manner of payment and collection of the payments required
to be made by the Managing Director under sub-section (2) of section 9.
13.
Delegation of powers etc. —(1) The Federal Government may, by notification in the official
Gazette, direct that all or any of its powers under this Act shall, in such
circumstances and subject to such conditions, if any, as may be specified in
the notification, be exercisable also by a Board.
(2) A Board may, with the
previous, approval in writing of the Federal Government, direct that all or any
of its powers under this Act shall, in such circumstances and subject to such
conditions, if any, as may be specified by the Board, be exercisable also by a
member of the Board or a committee of the Board.
(3) Where the Federal
Government has taken over the management of an establishment under section 5,
it may transfer the management of the establishment to a corporation wholly
owned or controlled by Government or a corporation set up for the purpose, on
such terms and conditions as the Federal Government may specify.
(4) Where the Federal
Government has acquired the shares or proprietary interests of an establishment
under section 5, it may transfer the shares or proprietary interests to a
corporation wholly owned or controlled by Government or a corporation set up
for the purpose, on such terms and, conditions as the Federal Government may
specify.
(5) The Federal Government
may, from time to time, issue such directions to, and call for such information
or report from, a Board as it may deem necessary.
14.
Acquisitions of shares. Where, under section 5, the Federal Government orders acquisition
of a portion, of the shares of the shareholders of any company or of the
proprietary interests of a company or other person in an establishment, it
shall acquire the shares or interest 1* * * on payment of such compensation as
may be determined by the Federal Government on the basis of the principles set
out in the Schedule.
15.
Reorganisation of establishment. —(1) Where, in respect of any managed establishment owned by a
company, the Federal Government holds or has acquired the whole or a majority
portion of the shares in the company carrying the controlling voting rights, or
where the Federal Government has acquired the whole or a controlling portion of
the proprietary interests in an establishment, the Board may draw up a plan for
the reorganisation of such an establishment with a view to increasing its
efficiency and rationalising its operation, hereafter in this section referred
to as the reorganisation plan.
(2) The reorganisation plan
may include provision for amalgamation of managed establishments and, in the
case of establishment owned by companies, may provide for a scheme for the
reconstruction of any such company or companies, or amalgamation of any such
two or more companies and such a scheme may provide for all or any of the
matters contained in section 153 or section 153B of the Companies Act l913 (VII
of 1913), or for alteration of share capital or loan structure and alteration
of existing, or adoption of fresh, articles of association of such companies.
(3) The reorganisation plan
shall be submitted to the Federal Government for approval and shall be
simultaneously published in the official Gazette accompanied by a certified
statement showing the value of the holdings of the shares or proprietary
interests of the Federal Government in the establishment covered by the plan,
on the date of the submission of the plan, and, from the date of such
submission, dealings in shares of companies covered by the plan in any of the
stock exchanges shall remain suspended until the Federal Government has
approved the reorganisation plan.
(4) The reorganisation plan
shall be implemented and take effect in such manner and at such time and with
such modification as may be approved by the Federal Government.
Explanation.—For the purposes of this section and
section 26 the Federal Government shall be deemed to have a majority portion of
the shares in a company carrying controlling voting rights or the controlling
proprietary interest in an establishment if the aggregate face value of the
shares or proprietary interests in such establishment owned by the Federal
Government and by an institution owned or controlled by the Federal Government
exceeds fifty per cent of the total voting rights in the issued and paid up
share capital of the company or fifty per cent of the proprietary interests of
that establishment.
16.
Continuation in service. In
the case of a managed establishment, all persons employed in, by or for the
purposes of the business of the establishment, by whomsoever appointed or
engaged, shall continue in their respective employments on the same remuneration
and other conditions of service as were applicable to them immediately before
the appointment of the Managing Director in respect of that establishment,
unless the Managing Director directs otherwise in a particular case or their
terms and conditions of service are altered in accordance with the law or any
rules applicable to such establishment.
1The words “within a period of ninety
days” omitted by the Hydrogenated Vegetable Oil Industry (Control and
Development) (Amdt.) Act, 1975 (10 of 1975), s. 3.
17.
Prohibition to obstruct. No
person shall, except under the authority of the Federal Government give any
instruction to a Managing Director, nor shall any person in any manner obstruct
him in the discharge of his functions.
18.
Debtor. —(1) Federal
Government may, by notice in writing, call upon a debtor to pay to the Federal
Government, or to the managed establishment specified in such notice, the
amount of money due from him to the establishment, within a period of
thirty-days commencing from the date of receipt of such notice by the debtor.
(2) Where a debtor fails to
pay the amount due within the time specified in the notice, the Managing
Director of the managed establishment to which such amount is due shall have
the same powers of effecting recovery of such amount as the Industrial
Development Bank of Pakistan has under sections 39, 40 and 41 of the Industrial
Development Bank of Pakistan Ordinance, 1961 (XXXI of 1961),
in respect of sums due to the said Bank.
19.
Creditor. —(1) A
creditor of a managed establishment may apply to the Federal Government for
payment to him of the amount due to him from the establishment.
(2) The Federal Government
may, on receipt of an application under sub-section (1) and after such enquiry
as it may deem fit, direct the managed establishment—
(a) to repay the amount due to the creditor in such instalments
and within such period as may be specified in the direction; or
(b) if such managed establishment be a company, to convert the
amount due to the creditor into share capital of the establishment.
(3) If a managed
establishment fails to comply with a direction issued to it under sub-section
(2) the Federal Government may order that the amount specified in the direction
be recovered from it as an arrear of land revenue and paid to the creditor.
20.
Power to revoke contract, etc. If any contract or agreement entered into, or any obligation
undertaken by any previous management of a managed establishment is declared by
the Federal Government, after such inquiry as it may deem fit and giving an
opportunity to the person or persons with whom such contract or agreement was
entered into or to whom such obligation was undertaken to show cause why such
declaration shall not be made, to be against the interests of the
establishment, such contract, agreement or obligation shall stand revoked and
the establishment shall not be liable for any loss or damage suffered by the
previous management by reason of such revocation:
Provided that this section
shall not be construed as preventing any party to a contract, agreement or
obligation so revoked from initiating action in a court of law against the
previous management.
21.
Right of shareholders. Any person having a share or a proprietary interest in a managed
establishment shall be entitled to complain to the Board or the Federal
Government in respect of any action taken by the Managing Director in relation
to the affairs of the establishment.
22.
Continuance in service of employees on transfer to a corporation. —(1) Where the management of a managed
establishment is transferred to a corporation under section 13, every whole
time employee of the establishment who was employed by the establishment
immediately before the date of such transfer shall, on and from the date of
such transfer, become an employee of the corporation and shall hold his office
therein on the same terms and conditions, including remuneration, tenure of
office, rights and privileges as to pension and gratuity and other matters, as
were applicable to him immediately before the date of transfer, until his
employment in the corporation is terminated or his terms and conditions of
service are altered by the corporation.
(2) Where any employees of
a managed establishment have, under the provisions of sub-section (1), become
the employees of a corporation, the corporation may, for the purpose of
rationalising the pay scales of such employees or for any other good and adequate
reason, alter the terms and conditions of service of the employees as to their
remuneration, in such manner as it thinks fit and, if the alteration is not
acceptable to any employee, the corporation may terminate his employment by
giving him compensation equivalent to his remuneration for three months or, if
his contract of service provides for a shorter notice for termination of
employment, for the period so provided. .
Explanation.—The compensation payable to an employee
under this sub-section shall be in addition to, and not inderogation of, any of
his rights as to pension, gratuity, provident fund money or other benefit to
which he may be entitled under his contract of service.
(3) If any question arises
as to whether any person was a whole time employee of an establishment
immediately before its management was transferred to a corporation under
section 13, the question shall be referred to the Federal Government whose
decision shall be final.
(4) The transfer of the
services of any employee of. an establishment to a corporation shall not,
except as provided in this section, entitle any such employee to any
compensation and no such claim shall be entertained by any court, tribunal or
other authority.
23.
General effect of vesting of establishment. —(1) Where the management of a managed
establishment has been transferred to a corporation under section 13, all
contracts, agreements and other instruments of whatever nature subsisting or
having effect immediately before the date of transfer, to which such establishment
was a party or which were in favour of such establishment shall, subject to the
provisions of section 20, be of as full force and effect against or in favour
of the corporation, and may be enforced or acted upon as fully and effectively,
as if, instead of the establishment, the corporation had been a party thereto
or as if they had been entered into or issued in favour of the corporation.
(2) If, on the date of
transfer of the management of a managed establishment to a corporation, any
suit, appeal or other legal proceeding of whatever nature is pending by or
against such establishment, it shall not abate, be discontinued or be in any
way prejudicially affected by reason of such transfer or anything done under
this Act, but the suit, appeal or other proceeding may be continued, prosecuted
and enforced by or against the corporation.
24.
Duty to deliver possession of property and documents relating thereto. —(1) Where the management of a managed
establishment has been transferred to a corporation under section 13 then,---
(a) every person in whose possession, custody or control there
is any property of such establishment shall forthwith deliver the property to
the corporation; and
(b) any person who, on the date of transfer of the
establishment to the corporation, has in his possession, custody or control any
books, documents or other papers relating to such establishment shall be liable
to account for the said books, documents and papers to the corporation, and
shall deliver them to such person as the corporation may direct.
(2) Without prejudice to
the provisions of sub-section (1), it shall be lawful for the corporation to
take all necessary steps for acquiring possession of all properties which have
been transferred to and vested in it under this Ordinance.
25.
Provident, superannuation and other like funds. —(1) Where an establishment the management
of which has been transferred to a corporation under section 13 has established
a provident or superannuation fund or any other like fund for the benefit of
its employees and has constituted a trust in respect thereof, hereafter in this
section referred to as an existing trust the money's standing to the credit of
any such fund on the appointed date, together with any other assets belonging
to such fund, shall, subject to the provisions of sub-section (2), stand transferred
to and vests in the corporation on the date the management of the establishment
is transferred to it, free from any such trust.
(2) Where all the employees
of any such establishment do not become employees of a corporation under
section 22, the moneys and other assets belonging to any such fund as is
referred to in sub-section (1) shall be apportioned between the persons
responsible for the fund and the corporation in such manner as may be
prescribed by rules and, in the case of any dispute regarding such
apportionment, the decision of the Federal Government shall be final.
(3) A corporation shall, as
soon as may be after the management of an establishment is transferred to it
under section 13, constitute in respect of the moneys and other assets which
are transferred to and vested in it under this section, one or more trusts
having objects as similar to the objects of the existing trust as in the
circumstances may be practicable.
(4) Where all the moneys
and other assets belonging to an existing trust are transferred to and vested
in a corporation under this section, the persons responsible for such trust
shall, as from the date of such transfer, be discharged from the trust, except
as respects things done or omitted to be done before the date of transfer of
the management of the establishment.
26.
Minimum return. —
(1) Where the Federal Government takes over the management of an establishment
but does not hold majority portion of shares in a company carrying voting
rights, or controlling proprietary interests therein, it shall, on behalf of
such establishment, guarantee to the shareholders or proprietors of such
establishment a minimum annual rate of return equivalent to two per. cent,
above the bank rate.
(2) The minimum rate of
return referred to in sub-section (1) shall be worked out, in the case of an
establishment owned by a company, on the paid up capital of such company, and,
in the case of an establishment owned by a person other than a company, on the
Net Worth Value of investment as defined in the Schedule on the basis of the
figure appearing in the latest annual balance sheet of such establishment.
27.
Bar of Jurisdiction. —(1)
No court shall call in question or permit to be called in question any
provision of this Act or of any rule or order made or anything done or any
action taken there under.
(2) No court shall grant
any injunction or make any order, nor shall any court entertain any
proceedings, in relation to anything done or intended to be done under this
Act.
28.
Indemnity. No suit,
prosecution or other legal proceeding shall lie against the Government, a
Board, a Managing Director or any other person for anything in good faith done
under this Act or any rule or order made there under.
29.
Penalties. Whoever
contravenes any of the provisions of section 17 or section 24 shall be
punishable with imprisonment for a term which may extend to two years, or with
fine, or with both.
30.
Composite enterprises and organisations. —(1) Where a managed establishment owned
by a company is engaged in a business not directly related to the manufacture
of hydrogenated vegetable oil, the Managing Director shall prepare, as soon as
possible, a plan for separation of the business relating to manufacture of
hydrogenated oil from other business. The plan shall include provision for
separation of physical assets, and apportionment of assets and liabilities,
including the apportionment of paid up capital on a pro rata basis between the
respective business. The Managing Director in preparing the plan shall follow
the provisions of the Companies Act, 1913 (VII of 1913), to the extent it is
not inconsistent with provision of this Act.
(2) The Managing Director
shall submit the plan for approval to the Federal Government which shall
publish the plan in the official Gazette to ascertain the views of the
shareholders of the company within a specified period.
(3) The Federal Government
shall, after considering the views of the shareholders, decide whether the
business not directly related to the manufacture of hydrogenated vegetable oil
and the assets and liabilities of such business should be retained in the
managed establishment or whether such business and assets and liabilities
should be returned to the previous management; and the decision of the Federal
Government shall be final.
(4) Where the Federal
Government decides to return to the previous management the business not
directly related to the manufacture of hydrogenated vegetable oil and the
previous management fails, for any reason whatsoever, to accept the said
business within a specified period of time, the Federal Government may, in its
discretion, either retain the business within the managed establishment or
dispose of the business, along with the assets and liabilities apportioned as
relating thereto, in such manner as the Federal Government may deem fit.
31.
Saving. Nothing
contained in this Act shall affect any agreement entered into between the
Federal Government and a foreign investor or creditor or any agreement between
a foreign investor or creditor and any citizen of
32.
Power to make rules. —(1)
The Federal Government may make rules for carrying out the purposes of this
Act.
(2) In particular and
without prejudice to the generality of the foregoing power, such rules may
provide for, or may empower aboard to make orders providing for, all or any of
the following matters, namely:---
(a) ensuring the safety of the properties of a managed
establishment;
(b) ensuring the due performance of their duties by the persons
connected with a managed establishment;
(c) prohibiting anything likely to interfere with the proper
functioning of a managed establishment;
(d) the administration, management and disposal by way of
transfer or otherwise of any property belonging to or held or managed by or on
behalf of a managed establishment;
(e) prohibiting, save with the leave of the Managing Director
or any other person authorised in this behalf by the Federal Government or the
Board the departure from any area of any person connected with the
administration, control or function of a managed establishment;
(f) the taking over or control of any business, trade,
industry, firm or company which in the opinion of the Federal Government is a
subsidiary of a managed establishment;
(g) the requisitioning of any property, movable or immovable
belonging to a managed establishment;
(h) the requisitioning of any property, movable or immovable,
the requisition of which is, in the opinion of the Federal Government, required
for the proper functioning of a managed establishment;
(i) preventing the entry of any person into any place, yard,
factory, mill, shop or office used for the purposes of a managed establishment
or of any of its subsidiaries ;
(j) the taking of any steps for collecting, controlling and
disposing of the assets, movable and immovable, of any managed establishment;
and
(k) in relation to any managed establishment to which the
provisions of section 30 apply,---
(i) the determination of the question whether any property
pertains to the business of such establishment relating to the industry or
whether any assets, rights, debts, liabilities or obligations, were acquired or
incurred, or any contract, agreement or other instrument was made, in respect
of or for the purposes of such business or whether any documents relate to
those purposes;
(ii) the allocation of the paid up capital, or
assets representing paid up capital, as the case may be, between such business
and any other business;
(iii) the substitution of any agreement entered
into partly for the purposes of such business and partly for other purposes by
a separate agreement relating solely to such business and for any apportionment
of rights, obligations and indemnities consequent thereon;
(iv) the severance of a lease comprising
property of which part only is used for purposes of such business and for
apportionment of right and liabilities consequent on such severance;
(v) the apportionment and the making of financial adjustments
with respect to any debts, liabilities or obligations incurred by the
establishment partly for the purposes of such business and partly for other
purposes and for any necessary variation of mortgages and encumbrances relating
to such debts, liabilities or obligations ; and
(vi) for the apportionment of the moneys and
other assets belonging to any . provident or superannuation funds, or any other
like fund to which the provisions of section 25 do not apply, between persons
employed in connection with such business and other persons.
33.
Removal of difficulties. If any difficulty arises in giving effect to any provision of this
Act, the Federal Government may make such order, not inconsistent with the
provisions of this Act, as may appear to it to be necessary for the purposes of
removing the difficulty:
Provided that no such power
shall be exercised after the expiry of one year from the commencement of this
Act.
34. [Repeal] Omitted
by the Federal Laws (Revision and Declaration) Ordinance, .1981 (XXVII of
1981), s. 3 and Sch, II.
THE SCHEDULE
(See section
14)
Principles and the manner
for payment of compensation in respect of the shares or proprietary interests
of an establishment acquired by the Federal Government.
1. Where the whole or a
portion of the shares of such an establishment is acquired by the Federal
Government, the value of the compensation for the shares so acquired shall be
assessed—
(a) in the case of shares not quoted on any of the stock
exchanges, at the Break Up Value; and
(b) in the case of shares quoted on any, of the stock exchanges,
at the Break-up Value or the Market Value, whichever is less.
2. Where the whole or a
portion of the proprietary interests in such an establishment is acquired by
the Federal Government, the value of the compensation for the interests so
acquired shall be assessed—
(a) in the case of an establishment which has been ,in
commercial production for less than 5 years, at the Net Worth Value of the
proprietary interests of such establishment; and
(b) in the case of an establishment which has been in
commercial production for more than 5 years, at the Net Worth Value or the
Times Value of the proprietary interests, whichever is less, of such
establishment.
1[3. The compensation payable in accordance
with the principles indicated above shall be paid by the Federal Government in
cash or in the form of Government Bonds redeemable at any time at the option of
the Federal Government within a period of fifteen years and carrying, with
effect from the date of acquisition, a. rate of interest one per cent above the
bank rate as notified by the State Bank of Pakistan from time to time. The
Bonds shall be negotiable and shall also be eligible as security for advances.]
4.
Definitions.—In this
Schedule,---
(a) ”Break-up Value” shall mean the value of the shares of a
company as determined by the auditors of such'-company on the basis of its
latest audited annual Balance Sheet, in accordance with clause (c) of2[sub-rule (2) of] rule
8 of the Wealth-Tax Rules;
(b) ”Market Value” shall mean the average value of the shares
of a company as quoted on the stock exchange nearest to the Head Office of the
company on closing on the six working days prior to the date of order of
acquisition of such shares under the Act, or, if, on the date of such order,
dealings or business relating to such shares is prohibited under the Act, the
six days prior to the date on which the dealings or Business is so prohibited;
(c) ”Net Worth Value” shall mean the value of the proprietary
interests of a company or other person in an establishment, which are acquired
under the Act, as determined by the auditors appointed by the Federal
Government on the basis of the latest annual audited balance sheet or, where no
audited Balance Sheet is available, on the basis of the latest annual Balance
Sheet of such establishment to be verified by the auditors appointed by the
Federal Government for the purpose. The Net Worth Value shall be determined by
valuing the fixed Tangible Assets appearing in the Balance Sheet at their
written down values, and valuing the Current Assets e.g., stocks, inventory
work in progress advances and prepayments, cash and bank balances, at their
cost or market value, whichever is lower. From the sum total of the fixed and
the current assets so valued as aforesaid, all the outstanding liabilities appearing
in the Balance Sheet shall be deducted, thereby arriving at the Net Worth Value
of the proprietary interests in such establishment;
(d) ”Times Value” shall mean the value of the proprietary
interest of a company or other person in an establishment, where such
establishment has been in commercial production for a period of not less than 5
years and shall be determined by multiplying the average net profits of the
last 3 completed years on account of such an establishment by the figure 7; and
(e) ”Net Profits” shall mean the net profits as defined in
sub-section (3) of section 87C of the Companies Act, 1913 (VII of 1913).
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