Updated: Tuesday May 31, 2016/AthThulatha
Sha'ban 24, 1437/Mangalavara
Jyaistha 10, 1938, at 07:16:39 PM
The
Ordinance No. XXII of 1980
[22nd June, 1980]
An Ordinance to provide for the transfer
of certain managed establishments relating to maritime shipping.
Whereas it expedient to
provide for the transfer of certain managed establishments relating to maritime
shipping and matters connected therewith or ancillary thereto;
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 the fifth day of July, 1977, read with the
Laws (Continuance in Force) Order, 1977 (C.M.L.A. Order No. J of 1977), and
in exercise of all powers enabling him in that behalf, the President is pleased
to make and promulgate the following Ordinance:---
1. Short title, extent
and commencement.—(1)
This Ordinance may be called the Pakistan Maritime Shipping (Transfer of
Managed Establishments) Ordinance, 1980.
1. It extends to the whole
of
2. It shall come into force
at once.
2. Interpretation. Words and expressions used in this
Ordinance shall, unless there is anything repugnant in the subject or context,
have the same meaning as in the Pakistan Maritime Shipping (Regulation and
Control) Act, 1974, hereinafter referred to as the said Act.
3. Ordinance to
override other laws.This
Ordinance shall have effect notwithstanding anything contained in the said Act
or any other law for the time being in force or in any agreement, contract,
memorandum or articles.
4. Transfer of shares
and proprietary interests.—(1)
The Federal Government may, if it considers necessary in the national interest
so to do, through a public notice offer to transfer the shares or proprietary
interests in respect of a managed establishment acquired by it under section 5
of the said Act, to the persons specified, and on the terms set out, in the
Schedule:---
Provided that, in the case
of a managed establishment of which persons who are not citizens of
(2) If the offer made under
sub-section (1) is not accepted by any person within a period of twenty-one
days the Federal Government may retain the shares or proprietary interest
offered to such person or dispose of them in any manner it may deem fit and
such person shall have no right whatsoever in respect of such shares or
proprietary interests.
(3) Upon the acceptance of
the offer to transfer proprietary interests in the case of a, managed
establishment which is not a company, the Federal Government shall transfer the
proprietary interests to the company or other person from whom the proprietary
interests were acquired under section 5 of the said Act.
(4) Upon the acceptance of
the offer to transfer shares in a managed establishment which is a company or
an establishment owned by a company, the Federal Government shall transfer the
shares acquired by it under section 5 of the said Act in the names of the
persons who have accepted the offer and the said transfer shall be recorded in
the register of members of the company.
5. Election of Board of
Director. Within
sixty days of the issue of the public notice under sub-section (1) of section 4
in respect of a managed establishment which is a company or, in the case of a
managed establishment referred to in the proviso to that sub-section, of the
transfer of shares, an extraordinary general meeting of the company shall be
held for the purpose of electing the Board of Directors of the company in
accordance with the Companies (Managing Agency and Election of Directors)
Order, 1972.
6. Transfer of
Management.—(1) Upon the
election of the Board of Directors under section 5 in the case of a managed
establishment which is a company, and upon the transfer of a proprietary
interests under sub-section (3) of section 4 in the case of a managed
establishment which is not a company, the Federal Government shall cancel the
orders made by it
under sub-section (1) of section 6 and sub-section (3) or
(2) Upon the issue of an
order under sub-section (1) in respect of a managed establishment, the
administration of the affairs of the establishment shall, subject to the rules
made under this Ordinance, stand transferred,---
(a) to the Board of Directors, in the case of an establishment
which is a company;
(b) to the company, in the case of an establishment owned by a
company; and
(c) to the person or body in whom the management of the
establishment vested immediately before the appointment of a Managing Director
in respect thereof, in the case of any other establishment.
(3) Where the Federal
Government cancels, in pursuance of sub-section (I), an order made by it under
sub-section (3) or sub-section (4) of section 13 of the said Act in respect of
a managed establishment which is a company, the Federal Government may, by
order, make such provision for the adjustment or reduction of the share capital
of the corporation to which the order under the said sub-section (3) or
sub-section (4) of section 13 relates as it may deem fit.
7. Audit.—(1) The Federal Government may at any time
appoint one or more firms of auditors for carrying out a special audit of any
establishment with such terms of reference as the Federal Government may
determine.
(2) The remuneration to be.
Paid to the auditors appointed under sub-section (1) shall be paid by the
establishment.
(3) If, after a firm of
auditors has been appointed under sub-section (1) in respect of a managed
establishment, an order is issued under sub-section (1) of section 6 in respect
of that managed establishment and the audit of the said managed establishment
is still in progress, the firm of auditors shall continue the work of audit
until it is complete and the report submitted by the firm has been accepted by
the Federal Government.
(4) The audited accounts
prepared in pursuance of subsection (1) and accepted by the Federal Government
shall not be challenged by the establishment or the shareholders or any other
person and shall be accepted by them.
8. No claim of
compensation. No
establishment, and no shareholder of an establishment, shall make any claim of
any sort nor a claim for compensation of any nature whatsoever against the
Federal Government or a corporation set up by the Federal Government or against
any officer of the Federal Government or of such Corporation, after an order
under sub-section (1) of section 6 has been issued in respect of that
establishment.
9. Employees to continue
in service. All
persons employed in, by or for the purpose of business of an establishment in
respect of which an order under sub-section (1) of section 6 is issued shall
continue in such employment on the same terms and conditions as were applicable
to them immediately before the issue of such order.
10. Contracts and agreement
to continue. All
contracts and agreements made by an establishment in respect of which an order
is issued under sub-section (1) of section 6 which may be subsisting
immediately before the issue of such order shall continue to be of full force
and effect against or in favour of the establishment and may be enforced or acted
upon accordingly.
11. Removal of
difficulties. If any
difficulty arises in giving effect to any of 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
purpose of removing the difficulty.
12. Bar of Jurisdiction.— (1) No court shall call in question or
permit to be called in question any provision of this Ordinance or of any rule
or order made or anything done or any action taken thereunder.
(2) No court shall grant
any injunction, or make any order, nor shall any court entertain any
proceedings, in relation to anything in good faith done or intended to be done
under this Ordinance.
13. Penalties.— (1) Whoever obstructs or resists or
hinders any person in the discharge of his duties under this Ordinance shall be
punishable with rigorous imprisonment for a term which may extend to three
years, or with fine, or with both.
(2) No court shall take
cognizance of an offence punishable under sub-section (1) except upon a
complaint in writing made by, or under the authority of, the Federal
Government.
14. Power to make
rules. The Federal
Government may make rules for carrying out the purposes of this Ordinance.
THE SCHEDULE
[See section 4(I)]
1. Definitions.—In this Schedule,---
(1) “rule” means rule in
the Pakistan Maritime Shipping (Acquisition and Compensation) Rules, 1974;
(2) “financial institutions”
means a bank, a Financing corporation, an insurance company or an investment
institution; and
(3) “Act” means the
Pakistan Maritime Shipping (Regulation and Control) Act, 1974, (XVIII of 1974).
2. Persons to whom offer
to be made.—(1) Where the
shares were acquired under section 5 of the Act from persons who also lodged
them in pursuance of sub-rule (1) of rule 6, the shares shall be offered to
such persons.
(2) Where the shares were
acquired under section 5 of the Act from persons other than the persons who
lodged them in pursuance of the sub-rule (3) of rule 6, the shares shall be
offered to the persons who lodged them.
(3) Where the shares were
acquired from persons under section 5 of the Act and the shares were lodged, in
pursuance” of the provisions of sub-rule (3) of rule 6, by a financial
institution which, at the time the order of acquisition was made under the said
section, was holding the shares in safe custody or as security against loans or
advances, the offer shall be made to the financial institution and, for the
purpose of acceptance of the offer, shall be deemed to be an offer made to the
persons from whom the shares were acquired under the said section:---
Provided that the
acceptance of the offer by the persons shall be considered valid only if such
acceptance is accompanied by a valid authorization in writing from the
financial institution, in which case the share certificates shall be handed
over to the financial institution together with the valid transfer deeds and
the financial institution shall hold a lien on the shares till such time as the
lien is relinquished by the financial institution.
(4) Where the proprietary
interests of a managed establishment owned by a company were acquired under
section 5 of the Act, the offer shall be made to the company which owned the
establishment immediately before such acquisition.
(5) The offer of shares or
proprietary interests to a person shall also be deemed to be an offer to the
successor in interest, authorised representative, executor, administrator or
heirs of such person.
3. Terms of Transfer.— (1) In case of shares or proprietary
interests of a managed establishment which has incurred a net loss from the
time a Managing Director was appointed under sub-section(!) of section 6 of the
Act, the shares offered to be transferred shall be offered on the following
terms, namely:---
(a) where compensation has been paid under section 14 of the
Act, upon receipt of an amount in cash or in the form of Government Bonds, or
partly in cash and partly in such Bonds, equivalent in value to the
compensation paid, in the manner to be determined by the Federal Government;
and
(b) where compensation was due and has not been paid, on
acceptance of the offer in the following manner, namely:---
(i) where Certificates of Entitlement to Compensation have been
issued but the same have not been converted into Government Bonds, upon the
surrender of such Certificates in favour of the Federal Government; and
(ii) where Certificates of Entitlement to Compensation
have not been issued, upon the surrender of the right to such Certificates in
favour of the Federal Government:
Provided that interest
shall be payable by the Federal Government, in the manner to be determined by
it, on the amount of compensation which was due but was not paid, at the same
rate and for the same period as would have been payable had Government Bonds
been issued:---
Provided further that
interest shall be payable up to the date on which an order under sub-section
(1) of section 4” is issued in respect of the establishment.
(2) In case of shares or
proprietary interests of a managed establishment other than those covered by
sub-paragraph (1), the shares or proprietary interests offered to be
transferred shall be offered on the following terms, namely:---
(a) in the case of shares not quoted on any stock exchange, at
the Break Up value;
(b) in the case of shares quoted on any of the stock exchanges,
at the Market Value or the Break Up Value, whichever is higher; and
(c) in the case of proprietary interests, at the Net Worth
Value.
Explanation.—
(i) ”Break Up Value” shall have the same meaning as in the Act;
(ii) ”Market Value” shall mean the average value of the
shares of a company as quoted on the Karachi Stock Exchange on closing on six
days prior to the date of the issuance of the public notice under subsection
(1) of section 4; and
(iii) ”Net Worth Value” shall have the same meaning as in
the Act.
(3) Where, in the case of a
managed establishment referred to in sub-paragraph (2), compensation has not
been paid in pursuance of the provisions of section 14 of the Act,
compensation, if any, shall be payable in accordance with that section.
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