Updated: Friday July 15, 2016/AlJumaa
Shawwal 10, 1437/Sukravara
Asadha 24, 1938, at 06:37:56 PM
The Pakistan Insurance Corporation (Re-Organization)
Ordinance, 2000
ORDINANCE No. XXXVI of 2000
[11th August, 2000]
An Ordinance to provide for conversion of the Pakistan
Insurance Corporation into Pakistan Reinsurance Company Limited
WHEREAS, it is expedient to provide for
conversion of the Pakistan Insurance Corporation into a public limited company
for incorporation under the Companies Ordinance, 1984. (XLVII of 1984).
AND WHEREAS the National Assembly and
the Senate stand suspended in pursuance of the Proclamation of emergency of the
fourteenth day of October, 1999, and the Provisional Constitution Order No. 1
of 1999;
AND WHEREAS the President is satisfied
that circumstances exist which render it necessary to take immediate action;
NOW, THEREFORE, in pursuance of the
Proclamation of Emergency of the fourteenth day of October, 1999, and
Provisional Constitution Order No. 1 of 1999, as well as Order No. 9 of 1999,
and in exercise of all powers enabling him in that behalf, the President of the
Islamic Republic of Pakistan is pleased to make and promulgate the following
Ordinance:---
1. Short title, extent and commencement.—(1) This Ordinance may be called the Pakistan
Insurance Corporation (Re-Organization) Ordinance, 2000.
(2) It extends to the whole of
(3) It shall come into force at once.
2. Definitions.—(1) In this Ordinance, unless there is anything
repugnant in the subject or context,---
(a) “Company”
means the Pakistan Reinsurance Company Limited incorporated under the Companies
Ordinance, 1984; (XLVII of 1984)
(b) “Corporation”
means the Pakistan Insurance Corporation established under the Pakistan
Insurance Corporation Act, 1952; (XXXVIII of 1952)
(c) “effective
date” means the date on which property, rights and liabilities of the
Corporation are vested in the Company under section 3; and
(d) “shareholder”
means a person holding shares in the Corporation immediately before the
effective date.
3. Vesting of the
rights, property and liabilities of the Corporation in the Company. —(1) As soon as may be after the commencement of this
Ordinance the Federal Government may, by order, published in the official
Gazette, direct that as and from such date, as may be specified in the order by
the Federal Government, all or any property, rights and liabilities to which
the Corporation was entitled or subject, immediately before such orders, and
identified therein, shall, on such terms and conditions as the Federal
Government may determine, vest in the Company and become the property, rights
and liabilities of the Company.
(2) An order issued under sub-section
(1) shall,---
(a) provide
for all such matters consequential and incidental to the matters provided for
in sub-section (1) as the Federal Government may consider necessary or
expedient; and
(b) specify
the employees of the Corporation who shall, as from the effective date, be
transferred to, and become employees of, the Company referred to in the order:---
Provided that such order shall not vary
the terms and conditions of service of such employees to their disadvantage.
(3) An order issued under sub-section
(1) in favour of the Company shall also provide for,---
(a) the
continuation by the Company of the operations and undertaking of the
Corporation on the same basis as were carried on immediately prior to the date
of the order;
(b) the
dissolution of the Corporation from the effective date;
(c) the
applicability and extent of the regulations made under the Pakistan Insurance
Corporation Act, 1952 (XXXVIII of 1952) to the Company from the effective date;
and
(d) the
requirement or otherwise of registration of the Company under the Insurance Ordinance,
2000, or any other law for the time being in force relating to registration of
insurance companies in Pakistan.
(4) In consideration of the vesting in
the Company of the property of the Corporation, the Company shall issue fully
paid ordinary shares, to each shareholder in such numbers as shall result in
each shareholder having the same proportionate voting rights in the Company as
he enjoyed in the Corporation immediately before the effective date:---
Provided that at the option of a
shareholder exercised in writing to the Federal Government not later than
thirty days from the effective date, the Federal Government shall pay the
shareholder an amount equal to the principal of the shares in the Corporation
held by that shareholder, and in such a case the shares in the Corporation
shall be surrendered to the Federal Government and the shares in the Company
which would, but for the operation of this proviso, have been issued to that
shareholder shall instead be issued in the name of the President of Islamic
Republic of Pakistan.
(5) Notwithstanding
anything contained in any other law in force, or the listing rules of any stock
exchange upon which the shares in the Corporation are listed or traded, shares
in the Corporation shall, as from a date one hundred and twenty days after the
effective date, cease to be listed on any stock exchange in Pakistan and
immediately after the close of trading on that day, shares in the company
shall, without any further action, be listed on any stock exchange in Pakistan
on which the shares of the Corporation were listed immediately before that
date.
(6) If any property of the Corporation
vests in the Company subject to any charge, burden, hypothecation or
encumbrance, the same shall be deemed to be on the assets of the Company and
the provisions of section 121 of the Companies Ordinance, 1984, (XLVII of 1984) shall apply to such charge, burden,
hypothecation or encumbrance as if it had been created on the assets of the
Company on the effective date and so that the publication of the order in the
official gazette shall take effect in the same manner in all respect as a
certificate of registration under section 130 of the said Ordinance.
(7) No stamp duty shall be payable
under any law for the time being in force on or in relation to the transfer or
vesting of property of the Corporation under any order issued under subsection
(1), or on any shares or securities or the certificates or scripts evidencing
title thereto issued to the President of the Islamic Republic of Pakistan or
any shareholder.
(8) All contracts, bonds, agreements,
powers of attorney, grants of legal representation and all other instruments of
whatever kind in each case subsisting or having effect immediately before the
effective date and owed or incurred by the Corporation or to, which the
Corporation may have been a party all of which being exclusively in relation
to, connected with, the Corporation as to be reasonably construed and
considered as obligations or liabilities of the Corporation so that the same
shall remain in full force and effect against the Company as they were before
the effective date against the Corporation and may be acted upon as fully and
effectively as if instead of the Corporation, the Company had been a party
thereto.
(9) All suits, appeals or other legal
proceedings of whatever nature by, against or relating to the Corporation which
shall be pending on the effective date in any court, tribunal or other
authority shall be continued, prosecuted and enforced in the same manner and to
the same extent as they would have been continued, prosecuted and enforced by,
or against, the Corporation, if this Ordinance would not have been promulgated,
by or against the Company, and the same shall not abate, be discontinued or be
in any way prejudiced or affected by the provisions of this Ordinance.
Explanation—For the purpose of this section,---
(a) the
expression “property” includes assets, rights and entitlements of every
description and nature wherever situated; and
(b) the
expression “liabilities” includes duties, obligations, loans, encumbrances,
claims and charges of every description and nature, actual or contingent, and
all matters pertaining to continuation or run-off in respect of reinsurance
contracts and arrangements, whether or not they are capable under any law of
Pakistan or of any other State or under any arrangement or otherwise, of being
vested, transferred or assigned by the Corporation.
4.
Terms and conditions of service of employees. —(1) No person transferred to the Company pursuant to
sub-section (2) hereinafter referred to as a “Transferred Employee”, shall be
entitled to any compensation as a consequence of transfer to the Company:---
Provided that the Federal Government
shall guarantee the existing terms and conditions of service and rights
including pensionary benefits of the Transferred Employees to which they were
entitled on the date of their transfer to the Company.
(2) The terms and conditions of service
of any Transferred Employee shall not be altered adversely by the Company
except in accordance with the laws of
(3) Under the order vesting property of
the Corporation in the Company, the Federal Government shall require the
Company to assume the responsibility of pension benefits of relevant employees
and the Company shall not alter such pension benefits without the consent of the
employees concerned and the award of appropriate compensation.
5. Registration Fees. The Pakistan Reinsurance Company Limited being a
successor company to a continuing Corporation shall be exempted from any
registration fees of any Registration Authority or Commission by whatever name.
6. Removal of difficulties. If any difficulty arises in giving effect to the
provisions of this Ordinance, the Federal Government may make such order, not
inconsistent with the provisions of this Ordinance, as may appear to it to be
necessary for the purposes of removing the difficulty.
7. Repeal. Immediately after incorporation and registration of
Pakistan Reinsurance Company as public limited company, the Pakistan Insurance
Corporation Act, 1952, (XXXVIII of 1952) shall stand repealed.
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