Updated: Wednesday March 30, 2016/AlArbia'a
Jamada El Thaniah 21, 1437/Budhavara
Chaitra 10, 1938, at 10:09:02 PM
The Investment Corporation
of Pakistan
1ORDINANCE NO. IV OF 1966
[19th February, 1966]
An Ordinance to establish an Investment
Corporation in Pakistan
PREAMBLE
WHEREAS it is expedient to establish an
Investment Corporation to encourage and broaden the base of investments and
develop the capital market in
AND WHEREAS the National Assembly is not in
session and the President is satisfied that circumstances exist which render
immediate legislation necessary;
NOW, THEREFORE, in exercise of the powers
conferred on him by clause (1) of Article 29 of the Constitution, and all other
powers enabling him in that behalf, the President of Pakistan is pleased to
make and promulgate the following Ordinance:---
1. Short title, extent and commencement.___(1) This Ordinance may be called the
Investment Corporation of Pakistan Ordinance, 1966.
(2) It shall extend to the whole of
(3) It shall come into force at once.
2. Definitions. In this Ordinance, unless there is anything
repugnant in the subject or context___
(a)
“advance” means a loan for purposes of investment;
(b) “Board”
means the Board of Directors of the Corporation ;
(c) “bond”
means a bond of any description issued by any institution or by the 2[Federal
Government] or a Provincial Government ;
(d)
“Chairman” means the Chairman of the Board ;
(e) “company”
means a company as defined in section 2 (2) of the Companies Act, 1913 (VII of
1913), and includes a body corporate established or incorporated under any
other law for the time being in force in
1 Approved by the National
Assembly of
2 Subs. by F.A.O., 1975, Art. 2
and Table, for “Central Government”.
(f)
“constituent institution” means any scheduled bank or other investing
institution which becomes a shareholder of the Corporation with the approval of
the 1[Federal
Government];
(g)
“Corporation” means the Investment Corporation of
(h)
“debenture” means debenture issued by any company or institution in
(i)
“Deposit Account” means an account maintained by the Corporation of the cash
deposits made with it for purposes of investment;
(j)
“Director” means a Director of the Corporation;
2[(jj) “ICP Mutual Funds” means Mutual Funds from time to time
constituted, issued and managed by the Corporation, whether directly or through
a subsidiary company or agency set up by it or by any other, entity or person
qualified to manage Mutual Funds to whom the right to manage the Mutual Funds
has been assigned by the Corporation whether under its trusteeship or any other
entity appointed or approved by it operating under any law for the time being
in force and the rules or regulations made thereunder;]
(k)
“institution” means an organisation established under any law for the time
being in force in
(l)
“investment” means investment in the equity or debentures and other securities
of any company or institution ;
(m)
“Managing Director” means the Managing Director of the Corporation and
includes any person for the time being authorised to discharge the functions of
the Managing Director ;
(n)
“prescribed” means prescribed by rules ;
(o)
“prospectus” means a prospectus as defined in clause (14) of section 2 of the
Companies Act, 1913 (VII of 1913);
(p)
“regulations” means regulations made under this Ordinance ;
(q) “rule”
means a rule made under this Ordinance ;
(r)
“scheduled bank” has the same meaning as is assigned to it in the State Bank of
Pakistan Act, 1956 (XXXIII of 1956);
1 Subs. by F.A.O., 1975, Art. 2
and Table, for “Central Government”.
2 Subs. by Act 4 of 1999,s.9.
(s)
“securities” include any note, stock, bond, debenture, evidence of
indebtedness, transferable share, investment contract, certificate of deposit
for a security, a certificate of interest or participation in any profit
sharing agreement ;
(t) “share”
means share of any joint stock company registered in
(u) “State
Bank” means the State Bank of
(v)
“underwriting” means contracting, with or without conditions, to purchase or
subscribe for stocks, shares, bonds, debentures or other securities issued by
any company or institution with a view to holding, selling or distributing the
whole or part thereof.
3. Establishment and incorporation.___(1) As soon as may be after the coming into
force of this Ordinance, the 1[Federal
Government] shall establish, by notification in the official Gazette, a
Corporation to be called the Investment Corporation of Pakistan for the
purposes of this Ordinance.
(2) The Corporation shall be a body
corporate by the name of the Investment Corporation of
(3) The Corporation shall not be deemed to
be a banking company within the meaning of the Banking Companies Ordinance,
1962 (LVII of 1962).
4. Share capital.___(1) The authorised share capital of the
Corporation shall be twenty crores of rupees divided into twenty lakh ordinary
shares of one hundred rupees each.
(2) The paid-up share capital of the
Corporation shall, in the first instance, be five crores of rupees fully
paid-up, and may, with the approval of the 1[Federal
Government], be increased from time to time.
(3) Shares of the Corporation shall be
offered for subscription to the constituent institutions and general public as
may be decided by the 1[Federal
Government].
(4) The shares of the Corporation shall be
listed on each Stock Exchange in
5. Shares deemed to be securities under
certain Acts. The
shares of the Corporation shall be deemed to be included among the securities
enumerated in section 20 of the Trust Act, 1882 (II of 1882), and to be
approved securities for the purpose of the Insurance Act, 1938 (IV of 1938),
and the Banking Companies Ordinance, 1962 (LVII of 1962).
1 Subs. by F.A.O., 1975, Art. 2
and Table, for “Central Government”.
6. Numbering of shares. Every share of the Corporation shall be
assigned a number and shall be distinguished by such number.
7. Register of shareholders. The Corporation shall maintain at its head
office a register of shareholders.
8. Qualification of
shareholders.___(1)
No person shall be qualified to be registered as a shareholder who is not,
under any law relating to contracts for the time being in force, competent to
enter into a contract.
(2) If at any time after the registration of
a person as a shareholder, it is found that he was not, at the time of registration,
qualified to be so registered, he shall not be entitled to exercise any of the
rights of a shareholder otherwise than for the purpose of sale of his shares
under the orders of a competent Court.
9. Notice regarding trust. The Corporation shall not enter in its
register of shareholders any notice of any trust express, implied or
constructive, nor be under any obligation to receive any such notice.
10. Officers, branches, etc.____(1) The head office of the Corporation shall
be located at
(2) The Corporation may establish such
regional and other offices, branches and agencies as the Board may think fit.
11. Direction and superintendence.___(1) The general direction and
superintendence of the affairs and business of the Corporation shall vest in a
Board of Directors constituted in accordance with section 12 which may exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation and are not, by this Ordinance, expressly directed or required
to be done by the Corporation in general meeting.
(2) The Board in discharging its functions
shall act on commercial considerations with due regard to the investment
climate and to the interests of the capital market and of its depositors and
the public generally.
(3) Where the 1[Federal
Government] is satisfied that ___
(a) in the
public interest ; or
(b) to
prevent the affairs of the Corporation being conducted in a manner detrimental
to the interests of the depositors or in a manner prejudicial to the interests
of the Corporation ; or
(c) to
secure the proper management of the Corporation generally ;
1 Subs. by F.A.O., 1975, Art. 2
and Table, for “Central Government”.
it is necessary to issue directions to the
Corporation generally or in any particular case, it may, from time to time,
issue such directions as it deems fit, and the Corporation shall be bound to
comply with such directions.
(4) The 1[Federal
Government] may, on representation made to it or on its own motion, modify or
cancel any direction issued under sub-section (3) and in so modifying or
cancelling any direction may impose such conditions as it thinks fit, subject
to which the modification or cancellation shall have effect.
12. Board.___(1) The Board shall consist of the following
Directors, namely:___
(a) the
Chairman to be appointed by the 1[Federal
Government];
(b) four
persons to be appointed by the 1[Federal
Government] of whom two shall be from amongst persons serving under the 1[Federal
Government] and two from amongst the shareholders;
(c) five
persons to be elected by the shareholders in such manner as may be laid down in
the regulations ; and
(d) the
Managing Director to be appointed by the 1[Federal
Government]:
Provided that the 1[Federal
Government] may, if it so considers expedient, increase by two the number of
the Directors to be appointed by it:
Provided further that in constituting the
Board for the first time, the 1[Federal
Government] shall appoint five Directors in place of the Directors required to
be elected under clause (c).
(2) Save as provided in sub-section (2) of
section 13 in respect of the Chairman, and in sub-section (2) of section 14 in
respect of the Managing Director a Director appointed by the 1[Federal
Government] shall hold office during its pleasure.
(3) A Director elected under clause (c) of
sub-section (1) shall hold office for a term of three years and shall continue
in office thereafter until his successor is elected and shall also be eligible
for re-election:
Provided that such Director may be removed
before the expiration of his term by a special resolution passed by the vote of
such shareholders as hold more than half of the shares of the Corporation.
(4) A casual vacancy in the office of an
elected Director shall be filled by election and the person elected to fill
such vacancy shall hold office for the unexpired period of the term of his
predecessor:
1 Subs. by F.A.O., 1975, Art. 2
and Table, for “Central Government”.
Provided that it shall not be necessary to
fill a vacancy for a period not exceeding three months.
13. Chairman.___(1) The appointment of the Chairman shall be
honorary.
(2) Unless the 1[Federal
Government] otherwise directs, the Chairman stall hold office for term of three
years and continue in office thereafter until his successor is appointed and
shall be eligible for re-appointment.
(3) A casual vacancy in the office of the
Chairman shall be filled by the 1[Federal
Government] and the person appointed to fill such vacancy shall, unless the 1[Federal
Government] otherwise directs, hold office for the unexpired period of the term
of his predecessor.
14. Managing Director.___(1) The Managing Director shall be appointed
on such salary and terms and conditions as the 1[Federal
Government] may determine.
(2) The Managing Director shall, unless the 1[Federal
Government] otherwise directs, hold office for a term of five years which the 1[Federal
Government] may, from time to time, extend.
(3) The Managing Director shall be the chief
executive of the Corporation and shall subject to the provisions of this Ordinance,
the rules and regulations be responsible for the management of the affairs of
the Corporation. He shall be a whole-time officer and shall in addition to his
functions as the chief executive exercise such powers and perform such
functions as may be assigned to him by the Board:
Provided that the 1[Federal
Government] may utilise the services of the Managing Director for any other
work.
15. Qualifications and disqualifications of
Directors.___(1) No person shall be or shall continue to
be a Director who___
(a) is or
has at any time been convicted of an offence which in the opinion of the 1[Federal
Government] is an offence involving moral turpitude;
(b) is
found to be lunatic or becomes of unsound mind;
(c) is for
the time being disqualified for membership of any elective body under any law
for the time being in force ;
(d) is a
salaried official of the Corporation, other than the Managing Director ;
1 Subs. by F.A.O., 1975, Art. 2
and Table, for “Central Government”.
(e) is or
at any time has been adjudicated an insolvent or has suspended payment or
compounded with his creditors ;
(f) without
leave of absence from the Board, absents himself from all the meetings of the
Board for a continuous period of six months or, if less than three meetings are
held within such period, from three consecutive meetings of the Board ;
(g) in the
case of an elected Director, ceases to hold in his own right the minimum number
of shares required to qualify him for election ;
(h) ceases
to represent the constituent institution which nominated him as its
representative.
(2) No person shall be elected or qualified
for election as Director who___
(a) is in
the service of Government ;
(b) does
not hold in his own right unencumbered shares of the Corporation of the nominal
value of twenty-five thousand rupees.
16. Executive Committee.___(1) The Board shall constitute an Executive
Committee consisting of the following members to assist it in the discharge of
its functions under this Ordinance :___
(a) the
Managing Director ;
(b) two
Directors appointed under clause (b) (i) of sub-section (1) of section 12 ;
(c) two
Directors from amongst the remaining Directors.
(2) The members of the Executive Committee
shall hold office for such period as may be laid down in the regulations;
(3) The minutes of every meeting of the
Executive Committee shall be laid before the Board for information at its
meeting next following the meeting of the Committee ;
(4) Subject to general or special directions
of the Board, the Executive Committee may deal with any matter within the
competence of the Board.
17. Annual general meetings and special
meetings of the shareholders.___(1) The annual general meeting of the
shareholders shall be held on such date in the first week of September every
year or as soon thereafter as is convenient, at such time and such place in
Pakistan as may be fixed by the Board [.]1
2* * * * * * *
(2) The Board shall submit at the annual
general meeting for the consideration of shareholders a balance sheet and a
statement of profit and loss of the Corporation for the financial year ending
on the thirtieth day of June next preceding such meeting.
(3) The Board may convene a special meeting
of the shareholders to be held at such time and place as it may fix for consideration
of any matter which, in the opinion of the Board, ought to be considered by the
shareholders.
(4) Every shareholder shall be entitled to
attend a meeting of the shareholders, but no shareholder shall be entitled to
vote at any such meeting unless he___
(a) has
been registered as a shareholder for a period of not less than three months
prior to the date of such meeting ; and
(b) has
paid all calls and other sums presently payable by him in respect of shares of
the Corporation.
(5) Every shareholder entitled to vote
shall, when present in person have one vote to be cast by show of hands.
(6) On a poll each shareholder entitled to
vote shall have one vote for every five shares and may give his vote either personally
or by proxy.
18. Meeting of the Board and the Executive
Committee.___(1) No business of the Board or of the
Executive Committee shall be transacted except at a meeting at which a quorum
of three Directors in the case of the Board and two members in the case of the
Executive Committee is present.
(2) The meetings of the Board and of the
Executive Committee shall be held at such time and at such places as may be
laid down in the regulations:
Provided that until regulations are made in
this behalf such meetings shall be convened, in the case of the Board, by the
Chairman, and in the case of Executive Committee, by the Managing Director.
1 Subs. by the Federal Laws
(Revision and Declaration) Ordinance, 1981 (27 of 1981), s. 3 and Sch., II, for
colon.
2 Proviso omitted ibid.
(3) All meetings of the Board shall be presided
over by the Chairman and in his absence by the person elected by the Directors
present from amongst themselves and all meetings of the Executive Committee
shall be presided over by the Managing Director.
(4) At a meeting of the Board or of the
Executive Committee each Director or member, as the case may be, shall have
one vote, and in the case of equality of votes, the person presiding shall
have a second or casting vote:
Provided that no Director or member shall
vote or participate in a discussion of any matter in which he is directly or
indirectly interested and it shall be the obligation of the Director or member
to disclose such interest.
(5) No act or proceeding of the Board or of
the Executive Committee, or of any person acting in good faith as a Director or
member of the Executive Committee, shall be invalid or questioned merely on the
ground of the existence of any vacancy in, or any defect in the constitution
of, the Board or the Executive Committee, or of any defect in the appointment
or qualification of the Director or member, as the case may be.
19. Fees for attending meetings. A Director shall be paid such fees for
attending meetings of the Board or Executive Committee as may be prescribed.
20. Appointment of officers, advisers, etc. The Corporation may appoint such officers,
advisers, consultants, agents and servants as it considers necessary for the
efficient performance of its functions.
21. Declaration of fidelity and secrecy. Every Director, member of the Executive
Committee, adviser, auditor, consultant, agent, officer or servant of the
Corporation shall, before entering upon his duties, make a declaration of
fidelity and secrecy in the form set out in the Schedule.
22. Indemnity of Directors.___(1) Every Director shall be indemnified by
the Corporation against all losses and expenses reasonably incurred by him in
the discharge of his duties except such as are caused by his own willful act,
negligence or default.
(2) A Director shall not be personally
responsible for the acts of any other Director or of any officer or servant of
the Corporation for any loss or expense resulting to the Corporation by reason
of the insufficiency or deficiency in value of or title to any property or
security acquired or taken on behalf of the Corporation, or by the wrongful act
of any person under liability to the Corporation, or by anything done by him in
good faith in the discharge of his duties.
23. Business which the Corporation is
authorized to transact.
The Corporation may carry on, transact or do the several kinds of business and
acts hereinafter specified, namely:___
(1)
underwriting, managing and distributing the issue to of stocks, shares, bonds,
debentures and other securities either directly or through or jointly with one
or more of its constituent institutions or other investment or financial
institutions ;
(2)
opening and maintaining of Investors’ Deposit Accounts;
(3)
making advances for purchase of shares and investment in such other securities
as may be approved in each case ;
(4)
purchasing and selling shares to the Investors’ Deposit Account holders over
the counter ;
(5)
engaging in the business of investing and reinvesting in and the owning and
holding of securities 1[and
of discounting of debentures and other securities];
(6)
merchandising of shares ;
(7) facilitating
investments by selling new fioatations of existing or new companies without
underwriting obligations ;
(8)
helping generally in broadening the base of investments and encouraging
investments in sound projects ; 1[whether
by issuing ICP Mutual Funds or otherwise] ;
(9)
managing investment portfolios on behalf of individuals or institutions ;
(10)
providing professional counsel regarding investments ;
(11)
promoting industrial development in
(12)
being a member of a Stock Exchange in
(13)
acting in any manner as a principal or agent in matters relating to investment
in securities ;
(14) for
purposes of, and in matters relating to, its business or objects:
1 Added by the Investment
Corporation of
(a) to
purchase or otherwise acquire, own, sell, transfer and exchange any tangible or
intangible, movable or immovable property and any rights, title or interest in
such property absolutely, temporarily or on hire or by hire-purchase or on
instalment or on such other terms and conditions as may be approved by the
Board ;
(b) to
accept and furnish any undertaking or commercial guarantee for the performance
of any obligation or the fulfilment of any contract or the repayment of any
money ;
(c) to
accept and furnish any lien, charge, hypothecation or mortgage on any movable
or immovable property or any promissory note or bill of exchange ;
(d) to
enter into agreements and contracts and execute such documents as may be
considered necessary or expedient ;
1[(e) to be and act as trustees in respect of ICP Mutual Funds and
any debentures, debentures stock or other securities or obligations and to
execute any trusts ;]
2[(f) to assign, transfer to or enter into any contractual
arrangements with any person or entity regarding rights and obligations
pertaining to management, trusteeship of custodianship of ICP Mutual Funds.]
(15) to appoint attorneys and agents ;
(16) to receive and pay commission, fees and
brokerage in connection with its business ;
(17) to sell and realise all property
whether movable or immovable which may in any way come into possession of the
Corporation in satisfaction or part satisfaction of its claims ; and
(18) generally do all such acts and things
as may be necessary or incidental or subsidiary to the transacting of any of
the aforesaid business or acts including proceedings in courts of law.
24. Borrowing powers.___(1) With the prior approval of the 3[Federal
Government], the Corporation may, for its purposes, raise finances by___
(a) issue
and sale of bonds and debentures carrying interest at such rates as may be
approved by the 3[Federal
Government] ; and
(b)
borrowing monies from commercial banks and other institutions and sources with
or without the pledge of shares held in its portfolios.
1 Added by the Investment
Corporation of
2 Added by Act 4 of 1999, s. 9.
3 Subs. by F.A.O., 1975, Art. 2
and Table, for “Central Government”.
(2) The bonds and the debentures of the
Corporation may be guaranteed by the 1[Federal
Government] as to the repayment of the principal and payment of interest at
such rate as may be fixed by the 1[Federal
Government] at the time the bonds and debentures are
issued.
25. Special powers. The Corporation’s commission, brokerage,
fees and other charges for the underwriting and placement of any issue shall,
notwithstanding anything contained in any other law be determined by the
Corporation after negotiations.
26. Power to impose conditions. For the purpose of transacting any business
under this Ordinance with any person, the Corporation may impose such
conditions as it may consider necessary or expedient for protecting its
interests including provisions to the effect that the proceeds of any issue
underwritten by it or accepted by it for placement or any other financial
assistance is put to such use by the person as may have been agreed between the
Corporation and the person, and any condition so imposed shall notwithstanding
anything contained in any other law for the time being in force be valid and
enforceable.
27. Disposal of profit.___(1) The Corporation shall establish a
Reserve Fund to which shall be credited such amount out of its net annual
profit as the Board may determine.
(2) After deducting the amount under sub-section
(1) and making necessary provisions for depreciation of assets and such other
matters as are usually provided for by investment companies and institutions or
are considered expedient in their interest the Corporation may, out of the
surplus remaining from that net annual profit, declare such dividends as may be
approved by the Board.
28. Auditors.___(1) The accounts of the Corporation shall be
audited by not less than two chartered accountants within the meaning of the
Chartered Accountants Ordinance, 1961 (X of 1961), appointed from amongst those
approved in this behalf by the 1[Federal
Government] by the shareholders at the general meeting on such remuneration to
be paid by the Corporation as the shareholders may fix.
(2) Every auditor appointed under
sub-section (1) shall be given a copy of the annual balance-sheet of the
Corporation and shall examine it together with the accounts and vouchers
relating thereto, and shall have a list delivered to him of all books kept by
the Corporation, and shall at all reasonable times have access to the books,
accounts and other documents of the Corporation, and may in relation to such
accounts examine any Director or officer of the Corporation.
(3) The auditors shall report to the
shareholders upon the annual balance sheet and accounts, and in their report
they shall state whether in their opinion the balance-sheet contained all
necessary particulars and is properly drawn up so as to exhibit a true and
correct view of the state of affairs of the Corporation, and in case they have
called for any explanation or information from the Board, whether it has been
given and whether it is satisfactory.
1 Subs. by F.A.O., 1975, Art. 2
and Table, for “Central Government”.
(4) The 1[Federal
Government] may, at any time, issue directions to the auditors requiring them
to report to it upon the adequacy of measures taken by the Corporation for
protection of its shareholders and creditors or upon the sufficiency of their
procedure in auditing the affairs of the Corporation and may, at any time,
enlarge or extend the scope of the audit or direct that a different procedure
in audit be adopted or that any other examination be made by the auditors if in
its opinion the public interest so requires.
(5) The Corporation shall furnish to each
shareholder at least fifteen days before the date of the general meeting a copy
of, the audited balance sheet together with a copy of the profit and loss
account for the year and a report on the working of the Corporation during the
year.
29. Return. The Corporation shall furnish to the 1[Federal
Government] within three months of the close of the financial year an audited
statement in the prescribed form of its assets and liabilities as they stand at
the close of that year together with a profit and loss account for the year and
a report on the working of the Corporation during the year, and shall also
publish the said statement, account and report in the official Gazette.
30. Power to call for payment before agreed
period.___(1) Notwithstanding any agreement to the
contrary, the Corporation may, by notice, require any person to which it has
made advance or which is otherwise liable to make any payment on any specified
date or dates forthwith to repay the advance or make the payment aforesaid
immediately in full, if__
(a) it
appears to the Board that information false or misleading in any material
particular has been given in the application for the advance or the creation of
the aforesaid pecuniary liability ; or
(b) the
person has failed to comply with the terms of any agreement with the
Corporation; or
(c) there
is a reasonable apprehension that the person is unable to pay its debts and
liabilities or may go into liquidation ; or
(d) the
property pledged, mortgaged, hypothecated or assigned to the Corporation, as
security for the advance or the said pecuniary liability, is not insured or
kept insured by the person to the satisfaction of the Corporation or has, in
the opinion of the Board, depreciated in value and further security to the
satisfaction of the Board is not given.
1 Subs. by F.A.O., 1975, Art. 2
and Table, for “Central Government”.
(2) On the giving of such notice the entire
advance or the aforesaid deferred pecuniary liability shall become immediately
due and realisable.
(3) Notwithstanding the provisions of any
agreement of managing agency and subject to conditions prescribed in this
behalf the Corporation may take over through an appointed agent the management
of any company in which it has acquired majority shareholding, if the affairs
of the company are, in the opinion of the Board, not being conducted in a
satisfactory manner and if the share capital of the enterprise has been
impaired.
31. Recovery of Corporation’s dues. Without prejudice to the right of the
Corporation to recover its dues in any other manner all sums due to the
Corporation shall be recoverable as arrears of land revenue:
Provided that no sum shall be so recovered
unless fifteen days notice has first been given by the Corporation to the
debtor that the sum will be so recovered.
32. Delegation of powers.___(1) The Board may for the purposes of
ensuring efficient functioning of the Corporation and facilitating transaction
of its business, delegate to the Managing Director subject to such conditions
and limitations, if any, as may be specified in this behalf, such of its powers
and duties under this Ordinance as it may deem necessary.
(2) The Managing Director may for the
purpose of facilitating the transaction of the Corporation’s business delegate
to the officers of the Corporation, subject to such conditions and limitations
if any as may be specified in that behalf, such of his powers and duties under
this Ordinance or the rules and regulations as may be necessary.
33. Offences.___(1) Whoever, without the consent in writing
of the Corporation, uses the name of the Corporation in any prospectus or
advertisement shall be punishable with imprisonment for a term which may extend
to six months, or with fine which may extend to one thousand rupees, or with
both.
(2) Whoever being a Chairman, Director,
adviser, auditor, officer or servant of the Corporation contravenes his
declaration of fidelity and secrecy shall be punishable with imprisonment for a
term which may extend to six months, or with fine which may extend to one
thousand rupees, or with both.
(3) No court shall take cognizance of any
offence punishable under this Ordinance except upon a complaint in writing
signed by an officer of the Corporation duly authorised in this behalf by the
Corporation.
34. Liquidation of Corporation. No provision of law relating to the winding
up of companies or banks shall apply to the Corporation and the Corporation
shall not be wound up save by order of the 1[Federal
Government] and in such manners it may direct.
35. Power of 1[Federal
Government] to make rules.
The 1[Federal
Government] may make rules for carrying out the purposes of this Ordinance and
publish them in the official Gazette.
36. Power of the Board to make
regulations.___(1) The Board may make regulations to
provide for all matters not required to be provided for by rules and for which
provision is necessary or expedient for carrying out the purposes of this
Ordinance.
(2) In particular, and without prejudice to
the generality of the foregoing power, such regulations may provide for___
(a) the
holding and conduct of elections under this Ordinance, including the final
decision of doubts or disputes regarding the validity of any election;
(b) the
manner in which and the conditions subject to which the first allotment of the
shares of the Corporation shall be made ;
(c) the
maintenance of the register of shareholders, the manner in which and the
conditions subject to which shares may be held and transferred, suspension and
the manner of suspension of transfer of shares and all matters relating to the
rights and duties of shareholders ;
2[(cc) the constitution, issue, trusteeship and management of ICP
Mutual Funds and transferability of Mutual Fund certificates ; ]
(d) the
manner in which the general meetings shall be convened and the procedure to be
followed thereat;
(e) the
calling of the meeting of the Board and the Executive Committee, fees for
attending the meetings thereof and the conduct of business thereat ;
(f) the
manner and terms of issue and redemption of bonds and debentures by the
Corporation ;
(g) the
conditions subject to which the Corporation may make investments in shares and
securities, underwrite issues of stocks, shares, bonds, debentures, make
advances and enter into guarantee arrangements and any business relating to
investments as principal or agent ;
1 Subs. by F.A.O., 1975, Art. 2
and Table, for “Central Government”.
2 Ins. by the Investment
Corporation of
(h) the
manner and conditions subject to which the Corporation can borrow and raise
finances ;
(i) the
form, of returns and statements required to be prepared under this Ordinance ;
(j) the
duties and conduct of officers and servants and agents of the Corporation ; the
recruitment of officers and staff of the Corporation; the terms and conditions
of their service, the constitution and management of provident or other funds
for the officers and staff of the Corporation and all matters connected with
any of these things ;
(k) the
disclosure of interest, direct or indirect, of any Director or any member of
the Executive Committee in any business under the consideration of the
Corporation ;
(l) taking
over the management of, and managing, the affairs of any person committing a
breach of its agreement with the Corporation ;
(m)
generally for the efficient conduct of the affairs of the Corporation.
(3) All regulations made under this section
shall come into force on the date specified in each case.
(4) Where any provision of a regulation is
inconsistent with any provision of the rule, the provision of the rule shall
prevail.
SCHEDULE
(See section 21)
DECLARATION OF FIDELITY AND SECRECY
I,……………………………………………
hereby declare that I will faithfully, truly and to the best of my judgment
skill and ability, execute and perform the duties required of me as a Director,
member of a Committee, Officer, employee, consultant, adviser, agent or auditor
(as the case may be) of the Investment Corporation of Pakistan and which
properly relate to any office or position in the said Corporation held by me.
I further
declare that I will not communicate or allow to be communicated to any person
not legally entitled thereto any information relating to the affairs of the
Corporation nor will I allow any such person to inspect or have access to any
books or documents belonging or in the possession of the Corporation and
relating to the business of the Corporation.
Signature………………
Signed
before me
Signature………………
Designation……………
Dated………………….
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