Updated: Sunday May 29, 2016/AlAhad
Sha'ban 22, 1437/Ravivara
Jyaistha 08, 1938, at 11:25:46 PM
The Pakistan National Shipping Corporation
Ordinance, 1979
ORDINANCE XX OF 1979
[29th, 1979]
An Ordinance to establish the Pakistan
National Shipping Corporation
WHEREAS it is expedient, in
the public interest, to amalgamate the National Shipping Corporation and the
Pakistan Shipping Corporation, with a view to making better provision for the
operation of shipping and ocean-transport services and the development of
maritime shipping industry, and to establish the Pakistan National Shipping
Corporation for the purpose, and to provide for matters connected therewith or
incidental 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. I 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 and
commencement.-(1) This
Ordinance may be called the Pakistan National Shipping Corporation Ordinance,
1979.
(2) It shall come into
force at once and shall be deemed to have taken effect on the first day of
January, 1979.
2. Definitions. In this Ordinance, unless there is
anything repugnant in the subject or context,---
(a) “appointed Director” means a Director appointed under clause
(a) of sub-section (1) of section 14;
(b) “Board” means the Board of Directors constituted under
section 14;
(c) “Chairman” means the Chairman of the Board;
(d) “Corporation” means the Pakistan National Shipping
Corporation established by section 5;
(e) “Director” means a Director of the Corporation;
(f) “N, S. C.” and “P. S. C.” respectively means the National
Shipping Corporation and the Pakistan Shipping Corporation;
(g) “prescribed” means prescribed by rules or regulations;
(h) “regulations” means regulations made or deemed to have been
made under section 39;
(i) “rules” means rules made or deemed to have been made under
section 38; and
(j) “Vice-Chairman” means the Vice-Chairman
of the Board.
3. Standing Orders not
to apply. Notwithstanding
anything contained in the West Pakistan Industrial and Commercial Employment
(Standing Orders) Ordinance, 1968 (W. P. Ordinance VI of 1968), or in any other
law for the time being in force, no provision of the said Ordinance shall apply
to or in relation to the Corporation.
4. Dissolution and
amalgamation of N. S. C. and P. S. C. Notwithstanding anything contained in the National
Shipping Corporation Ordinance, 1963 (IV of 1963), or the Pakistan Shipping
Corporation Act, 1976 (LIV of 1976), or in any other law for the time being in
force, the two corporations respectively established under the said Ordinance
and Act, shall, as at the close of the thirty-first day of December, 1978,
stand dissolved, and shall be amalgamated in accordance with the provisions of
this Ordinance.
5. Establishment and
incorporation of Pakistan National Shipping Corporation.-(1) As from the first day of January,
1979, there shall be established by virtue of this Ordinance a new corporation,
tea be called the Pakistan National Shipping Corporation.
(2) The Corporation shall
be a body corporate having perpetual succession and a common seal with power,
subject to the provisions of this Ordinance, to acquire, hold and dispose of
property, both movable and immovable, and shall by the name assigned to it by
subsection (1) sue and be sued.
6. Functions of the
Corporation.-(1) It shall
be the function of the Corporation to assume full and effective control of the
entire undertakings of N. S. C. and P. S. C., as transferred to and vested in
it by section 7, and of the whole affairs thereof, and to provide and further
develop safe, efficient, adequate, economical and properly co-ordinated
shipping services, coastal as well as international, and to engage in all forms
of activities connected with or ancillary, incidental or conducive to shipping.
(2) Without prejudice to
the generality of the foregoing provision, the Corporation shall, in
particular, have power,---
(a) subject to the provisions of the Merchant Shipping Act, 1923
(XXI of 1923), or any other law for the time being in force, to purchase, sell,
exchange, charter, or otherwise own, acquire or dispose of ships or crafts or
any share or interest therein;
(b) to establish, maintain and operate lines or other services
of ships between parts on coastal or international routes, and generally to
carry on the business of ship owners, and to enter into contracts for the
carriage of passengers, mails, goods, provisions, live and dead stock,
commodities, articles, chattels, merchandise and things of any kind whatsoever;
(c) to repair, overhaul, reconstruct, assemble or recondition
ships, craft, vehicles or other machines and parts, accessories and instruments
thereof or therefore, and also to manufacture such parts, accessories and
instruments, whether the ships, craft, vehicles or other machines are owned by
the Corporation or by any other person;
(d) to construct or maintain workshops, buildings, warehouses,
sheds and other works and conveniences;
(e) to promote and form, or aid and assist in promoting and
forming, or to otherwise associate with, companies and other bodies corporate,
syndicates, partnerships, joint ventures and other organizations in or outside
Pakistan for the purpose of advancing directly or indirectly the business of
the Corporation or for any other purpose which the Corporation may find
expedient in the performance of its other functions;
(f) to establish, institute or make other arrangements for the
instruction and training of persons engaged or likely to be engaged in any
activities connected with or ancillary to shipping;
(g) to acquire, hold or dispose of any property, whether movable
or immovable, or any shipping undertaking or undertaking connected with
shipping;
(h) to do all other things connected with or ancillary to any of
the matters referred to in clauses (a) to (g).
(3) In performing its
functions, the Corporation shall have careful regard to sound business
principles and practices, and shall so act as to secure that ocean-transportation
is developed to the greatest possible advantage in the interests of sea-borne
trade of the country.
7. Transfer and vesting
of N. S. C. and P. S. C.-(1)
On and from the first day of January, 1979, the entire undertakings of N. S. C.
and P. S. C. shall stand transferred to and vested in the Corporation.
(2) The undertakings
transferred and vested by subsection (1) shall include all assets, rights,
powers, authorities and privileges, and all property, movable and immovable,
including lands, works, workshops, ships and craft, by whatever name called,
all vehicles, cash balances, reserves, funds, shares and other investments and
book debts, and all other rights and interests arising out of such property as
were, immediately before the aforesaid day; in the ownership, possession or
power of N. S. C. or P. S. C., in relation to their respective undertakings,
whether in or outside Pakistan, and all books of account and documents relating
thereto, and all borrowings, liabilities and obligations of whatever kind then
subsisting, of N. S. C. or P. S. C. in relation to such undertakings.
(3) Subject to the other
provisions of this Ordinance, all contracts and working arrangements subsisting
immediately before the aforesaid day as affecting N. S. C. or P. S. C. shall;
in so far as they relate to their undertakings, cease as from that day to have
effect or to be enforceable against them, and shall be enforceable and of
effect against or in favour of the Corporation, as if instead of N. S. C. or P
S. C. the Corporation had been named therein.
(4) Subject to the other
provisions of this Ordinance, any proceeding of cause of action pending or
existing immediately before the aforesaid date by or against N. S. C. or P. S.
C., in relation to their respective undertakings, may, as from the aforesaid
day, be continued or enforced by or against the Corporation, as it might have
been continued or enforced by or against them if this Ordinance had not been in
operation.
(5) Subject to the other
provisions of this Ordinance and the rules and regulations, all officers,
consultants, advisers and other employees of N. S. C. and P. S. C. shall,
notwithstanding anything contained in any law or in any agreement, deed,
document or other instrument, stand transferred to the Corporation, and shall
be deemed to have been appointed or engaged by the Corporation in accordance
with the terms and conditions of service applicable to them immediately before
the aforesaid day; and no officer, consultant, adviser or other employee whose
services are so transferred shall be entitledto any compensation because of
such transfer.
8. Status quo of certain
establishments to continue. Notwithstanding anything in the Pakistan Shipping Corporation Act,
1976 (LIV of 1976), or in any other law for the time being in force, the status
as existing immediately before the first day of January, 1979, in respect of
the establishments listed in Part A of the First Schedule shall be maintained
by the Corporation; and such establishments shall thereafter continue under the
Corporation and be dealt with, as far as may be, in accordance with the
provisions of sections 29, 30, 31 and 33 of the said Act as adapted and
reproduced in Part B of that Schedule.
9. Valuation of assets
of N. S. C. and P. S. C. and entitlement of their shareholders.-(1) As soon as may be after the thirty-first
day of December, 1978, the Federal Government shall, through such persons and
in such manner as it thinks fit, cause a valuation of the net worth of the
business of N. S. C. and P. S. C. as on the said day to be completed,
separately, on the basis of the principles set out in the Second Schedule.
(2) The valuation completed
as aforesaid shall, on being approved by the Federal Government, be notified in
the official Gazette, and shall thereupon be final.
(3) After the valuation has
been so finalised, the Board shall allocate for N. S. C. and P. S. C. such number
of fully paid-up shares of the Corporation as shall bear to the total number of
shares allocated or to be allocated to N. S. C. and P. S. C. as nearly as may
be the same proportion that the net worth of N. S. C. or P. S. C. bears to the
aggregate net worth of the Corporation.
(4) Every person who owns
any ordinary shares of N. S. C. or P. S. C. shall be entitled to receive, in
lieu of the said ordinary shares, such number of fully paid-up shares of the
Corporation as shall bear to the number of shares of the Corporation allocated
to N.S.C. and P. S. C., in accordance with sub-section (3) the same proportion
as the amount paid-up on his ordinary shares bears to the aggregate amount
paid-up on all the ordinary shares of N.S.C. or P.S.C. as the case may be.
(5) No shareholder in N.S.
C. shall be entitled to any claim against the Corporation other than, or in
addition to, that determined under this section.
10. Issue of share
certificates etc.-(1) The
Board shall issue certificates for entitlement to shares of the Corporation
arising under section 9 as expeditiously as possible, and, subject to
subsection (3) of that section, each such certificate shall entitle the person
in whose favour it is issued to receive an allotment of shares of the
Corporation in such number and value as are mentioned in the certificate and,
pending such allotment, to be treated as if he were the registered holder of
that number of shares on and from the first day of January, 1979, for the
purposes of any entitlement of shareholders to receive dividends declared by
the Corporation or bonus shares issued upon any capitalisation of profits
determined by the Corporation or to subscribe for further shares which the
Corporation may decide to offer for subscription to its shareholders.
(2) The Board shall decide
on the treatment of fractions of shares resulting from the determination of
entitlements to shares of the Corporation in accordance with this section, and
the Board may make such provisions by the issue of fractional certificates or by
payment in cash or otherwise for the purpose as it may deem proper.
11. Share Capital.-(1) The authorised capital of the
Corporation shall be fifty crores of rupees divided into five crores of fully
subscribed shares of ten rupees each, to be issued as and when required.
(2) The Federal Government
shall not at any time hold shares of a value less than fifty-one per cent of
the subscribed capital.
(3) Subject to the other
provisions of this Ordinance, the subscribed capital of the Corporation shall
in the first instance comprise shares allotted against entitlements resulting
in accordance with the provisions of subsection (4) of section 9, and such
further allotments, if any, as may be necessary to complete the minimum
shareholding of the Federal Government required by sub-section (2).
Explanation.- In this subsection and in subsection
(2), “Federal Government” means the Federal Government and the institutions
owned or controlled by the Federal Government.
(4) The Corporation may,
with the previous sanction of the Federal Government accorded by notification
in the official Gazette, increase its authorised capital whenever it thinks
fit.
(5) All issues and
transfers of shares of the Corporation shall be subject to the provisions of
this Ordinance and the rules and regulations.
12. Shares to be
approved securities.-(1)
The shams of the Corporation shall be deemed to be approved securities and
approved investments for the purposes of the Insurance Act, 1938 (IV of 1938).
(2) Such of the shares of
Corporation as are issued in lieu of N. S. C. shares in accordance with section
9 shall be deemed to be included among the securities enumerated in section 20
of the Trust Act, 1882 (II of 1882).
13. Administration of
the affairs of the Corporation.--(1) Subject to the other provisions of this Ordinance and the
rules and regulations, the general direction and administration of the affairs
and business of the Corporation shall vest in the Board of Directors, which may
exercise all powers and do all acts and things which may be exercised or done
by the Corporation.
(2) The Federal Government
may, as and when it considers necessary, issue directives to the Corporation on
matters of policy; and if a question arises whether any matter is a matter of
policy or not, the decision of the Federal Government shall be final.
14. Board of Directors.-(1) The Board of Directors shall consist
of,---
(a) five Directors, to be appointed by the Federal Government;
and
(b) two Directors to be elected by the shareholders other than
the Federal Government.
(2) For the purpose of
constituting the Board in the first instance, the Directors required to be
elected under clause (b) of subsection (1) may be appointed by the Federal
Government, to hold office until such time as the first general meeting of the
Corporation is held and Directors are duly elected in accordance with the
provisions of this Ordinance and the rules and regulations.
(3) No person shall be
qualified to be elected as a Director under clause (b) of subsection (1) unless
he holds shares in his own name of the nominal value of not less than one
thousand rupees.
15. Term of office of Directors, etc.-(1) Every appointed Director shall hold
office for a term of three years from the date of his appointment, and shall be
eligible for re-appointment:---
Provided that the Federal Government may,
on resignation by an appointed Director or otherwise, terminate his appointment
before the expiry of his term.
(2) An elected Director
shall hold office for a period of three years from the date of his election,
and shall be eligible for reelection
Provided that, after the
expiry of the aforesaid term, an elected Director shall continue in office
until his successor is elected.
(3) The appointment and
election of every Director and the fact of his ceasing to hold office shall be
notified in the official Gazette.
16. Filling of casual
vacancies.-(1) A casual
vacancy in the office of Director shall be filled,---
(a) in the case of an appointed Director, by appointment; and
(b) in the case of an elected Director, by co-option by the
Board of a shareholder qualified to be elected as a Director.
(2) It shall not be
necessary to fill any vacancy for a period of less than three months.
(3) A shareholder co-opted
under clause (b) of subsection (1) shall be deemed for all purposes to be an
elected Director, except that he shall, unless duly elected at the annual
general meeting held next after his co-option, cease to hold office immediately
after such meeting.
17. Disqualification of Directors. No person shall be or shall continue
to be a Director who,---
(a) is a minor; or
(b) is found to be a lunatic or becomes of unsound mind; or
(c) is or has at any time been adjudicated an insolvent; or
(d) is or has at any time been convicted of an offence involving
moral turpitude; or
(e) is, being an elected Director, the director of a company or
partner of a firm carrying on the business of shipping in Pakistan, or is in
any capacity employed in any such company or firm; or
(f) ceases to hold in his own name shares of the value referred
to in subsection (3) of section 14; or
(g) absents himself three consecutive meetings of the Board
without leave of absence from the Board or if he is the Chairman, from the
Federal Government.
18. Chairman.-(1) The Federal Government shall nominate
one of the appointed Directors to be the Chairman of the Board.
(2) The Chairman shall,
unless he sooner ceases to be a Director, hold office for the term of his
appointment as Director.
(3) In the event of a
casual vacancy in the office of Chairman, a successor may be appointed by the
Federal Government for the unexpired term or for the period of absence, as the
case may be:
(4) The appointment of the
Chairman and the fact of his ceasing to hold office shall be notified in the
official Gazette.
(5) A Chairman completing
his term of appointment may, if otherwise qualified, be appointed for a further
term.
(6) The Chairman shall
receive such remuneration, fees, and allowances, and enjoy such privileges, as
the Federal Government may determine.
19. Duties of
Chairman. The
Chairman shall,---
(a) direct ant: control, on behalf of the Board, the business
and affairs of the Corporation, as its chief executive, subject to rules and
regulations and such orders and directives on questions of policy as the
Federal Government may from time to time give in writing;
(b) preside at every meeting of the Board and every general
meeting of the Corporation, unless prevented by sickness or other reasonable
cause; and
(c) be responsible for the orderly conduct of the business of
the Board.
20. Vice-Chairman.-(1) The Federal Government shall nominate an
appointed Director, not being the Chairman, to be the Vice-Chairman of the
Board.
(2) The Vice-Chairman shall
exercise such powers and discharge such duties as may be delegated to him under
subsection (1) of section 22, or as may be assigned to him by the Chairman
under subsection (2) of that section; and, during the absence of the Chairman
from Pakistan, or from a meeting of the Board or a general meeting, he shall
also discharge the duties specified in section 19, and perform such other
functions as are assigned to the Chairman by this Ordinance and the rules and
regulations, or as may have been delegated to the Chairman under the said
subsection (1) of section 22.
(3) The provisions of
subsections (2) to (6) of section 18 shall mutatis mutandis apply to the
Vice-Chairman as they apply to the Chairman.
21. Appointment of
officers, etc.‑(1)
The Corporation may appoint such officers, consultants advisers and employees
as it considers necessary for the efficient performance of its functions, on
such terms and conditions as it may deem fit.
(2) If at any time the
Board considers it necessary to dispense with the services of any office:,
consultant, adviser or employee, his services shall, notwithstanding anything
contained in any law, or in any agreement, deed, document or other instrument,
he dispensed with accordingly.
22. Delegation of
powers.-(1) The Board
may, subject to such conditions as it may deem fit, delegate such of its powers
or duties as it may deem necessary for the efficient carrying on of its
day-to-day administration to,---
(a) the Chairman, the Vice-Chairman, or any other Director; or
(b) any committee appointed under section 24; or
(c) any other officer or servant of the Corporation.
(2) Where any powers or
duties are delegated to the Chairman, he may, by order in writing, assign such
of them as may be specified therein, to the Vice-Chairman or to such officers
or servants of the Corporation as may be so specified.
23. Meetings of the
Board.-(1) The meetings
of the Board shall be held at such times, and at such places, as may be
prescribed by regulations:---
Provided that a meeting may
also otherwise be convened by the Chairman whenever he so thinks fit.
(2) To constitute a quorum
at a meeting of the Board, not less than three Directors, including the
Chairman and Vice-Chairman, shall be present.
(3) Each Director,
including the Chairman, shall have one vote, and in the event of an equality of
votes, the Chairman, or the Vice-Chairman, or the Director presiding for the
time being in accordance with the provisions of subsection (4), shall have a
second or casting vote.
(4) If, for any reason, the
Chairman is unable to preside at a meeting, it shall be presided at by the
Vice-Chairman, and in his absence, by the Director nominated by the Chairman
for the purpose, and in default of such nomination, by such Director as the
Directors present may choose from among themselves.
24. Committees of the
Board. The Board
may, from time to time appoint, from amongst the Directors, such committees as
may be necessary to discharge such functions as may be assigned to them by the
Board, or to assist the Board in the performance of its functions.
25. Vacancy, etc., not
to invalidate acts or proceedings of Board. No act or proceeding of the Board shall be
invalid by reason only of the existence of any vacancy, in, or defect in the
constitution of, the Board.
26. Head Office and
other offices. The
Corporation shall have its Head office at
27. Deposit accounts. The Corporation .may open accounts
in any scheduled bank in Pakistan or, subject to the provisions of the Foreign
Exchange Regulation Act, 1947 (VII of 1947), in any bank outside Pakistan.
Explanation.- In this section, “Scheduled Bank”
has the same meaning as in the State Bank of Pakistan Act, 1956 (XXXIII of 1956).
28. Investment of
funds. The
Corporation may invest its funds in any securities of the Federal Government or
a Provincial Government and may make such other investments as may be approved
by the Board.
29. Borrowing
Powers. The
Corporation may, as and when considered necessary, borrow money in
30. Audit.-(1) The accounts of the Corporation shall
be audited by two auditors who are chartered accountants within the meaning of
the Chartered Accountants Ordinance, 1961 (X of 1961), and are appointed for the purpose of the
Corporation in general meeting:---
Provided that, until such
time as the first general meeting is held and auditors are duly appointed, the
Board may appoint the auditors.
(2) The auditors of the
Corporation appointed under subsection (1) shall perform such duties and
exercise such powers as are provided for an auditor of a Company under the
Companies Act, 1913 (VII of 1913), and the Securities and Exchange Ordinance,
1969 (XVII of 1969).
(3) The Board may, at any
time, issue directions to the auditors appointed under subsection (1) requiring
them to report to it upon the adequacy of measures taken by the Corporation for
the protection of the interests of its shareholders and creditors, or upon the
sufficiency of the information and other means placed at the disposal of the
auditors in auditing the accounts of the Corporation.
(4) Notwithstanding
anything contained in subsection (1), the Auditor-General of Pakistan shall,
when, required by the Federal Government, undertake such audit of the accounts
of the Corporation as the Federal Government may consider necessary; and the
Corporation shall, for the purpose of such audit, produce the accounts and
connected documents at such place or places as the Government may direct and
furnish such explanation and information as may be asked for by the
Auditor-General or any officer appointed by him in this behalf.
31. Maintenance of
account. The
Corporation shall maintain its accounts in such manner as may be required for a
company under the Companies Act, 1913 (VII of 1913), and the Securities and
Exchange Ordinance, 1969 (XVII of 1969).
32. Annual Reports. The Corporation shall furnish to the
Federal Government at such time, after the end of every financial year, in such
form and in such manner as may be prescribed by rules, an annual report on the
conduct of its affairs for that year.
33. General meetings.-(1) The annual general meeting of the
shareholders shall be held at
(2) Any other general
meeting of the shareholders may be convened by the Board at any time.
(3) The shareholders
present at the annual general meeting shall be entitled to discuss and adopt or
make recommendations to the Board with regard to the annual accounts, the
annual report of the Board on the working of the Corporation and the auditors’
report on the annual balance sheet and accounts.
34. Indemnity of
Directors.-(1) Every
Director shall be indemnified by the Corporation against all losses and
expenses incurred by him in the discharge of his duties, except such as are
caused by his own wilful act or default.
(2) A Director shall not be
held responsible for the acts, omissions or inefficiency of any other Director
or of any officer or other employee of the Corporation resulting in any loss or
expense to the Corporation or in deficiency in the value of or title to any
property or security acquired or taken on behalf of the Corporation, or for
anything done by himself in good faith in the execution of the duties of his
office.
35. Reserves and
dividends.-(1) Out of its
earnings the Corporation shall establish a general reserve and create from time
to time such other special reserves as the Board may determine.
(2) After making provision
for interest, taxes, bad and doubtful debts, depreciation of assets,
maintenance of reserves and any other matter determined by the Board, the
Corporation in general meeting may declare a dividend out of the profits
accruing in a year, so however that the dividend so declared shall not exceed
the dividend as recommended by the Board.
36. Employees’ Provident
Fund, etc.-(1) The
Corporation shall establish an Employees’ Provident Fund, and may establish a
Benevolent Fund or similar other Funds, introduced Gratuity, Group Insurance
and other Schemes, and grant Bonus and similar other benefits to its employees,
as and when considered necessary.
(2) The Employees Provident
Fund established under subsection (1) shall be deemed to be a Provident Fund to
which the provisions of the Provident Fund Act, 1925 (XIX of 1925), apply.
(3) The Employees’
Provident Funds being maintained by N. S. C. and P. S. C. shall subject to the
other provisions of this Ordinance and the rules and regulations, be unified as
from the first day of January, 1979, and the moneys standing to the credit of
such Funds immediately before that day, together with any other assets
belonging thereto, shall stand transferred to the Corporation; and the persons
responsible for the Trust constituted by P. S. C. shall, as from the said day,
be discharged from such Trust, except as respects things done or omitted to be
done before such transfer.
37. Liquidation of
Corporation. No
provision of law relating to the winding up of companies or corporation shall
apply to the Corporation, and the Corporation shall not be wound up save by an
order of the Federal Government and in such manner as the Federal Government
may direct.
38. Power to make
rules. The Federal
Government may, by notification in the official Gazette, make rules for the
purpose of giving effect to the provisions of this Ordinance.
39. Power to make
regulations. The
Board may make regulations, not inconsistent with the provisions of this
Ordinance and the rules, to provide for all matters for which provision is
necessary or expedient for the purpose of giving effect to the provisions of
this Ordinance.
40. Removal of
difficulties. If any
difficulty arises in giving effect to any provision of this Ordinance, the
Federal Government may make such order, not being inconsistent with the
provisions of this Ordinance, as may appear to it to be necessary for the
purpose of removing the difficulty.
41. Repeals and savings.-(1) The National Shipping Corporation
Ordinance, 1963 (IV of 1963), and the Pakistan Shipping Corporation Act, 1976
(LIV of 1976), shall stand repealed on the first day of January, 1976.
(2) Any rules or
regulations made, order passed, notification issued, thing done, action taken
or proceedings commenced, under any of the provisions of the statutes repealed
by subsection (1), or deemed to have been so made, passed, issued, done, taken
or commenced, shall, if not inconsistent with the provisions of this Ordinance,
continue in force and be deemed to have been made or, as the case may be, passed,
issued, done, taken or commenced under the corresponding provision of this
Ordinance.
FIRST SCHEDULE
(See section 8)
PART A
|
|
The
Establishments |
|
Managed
establishments: |
1.
The pan-Islamic Steamship Company, Limited. |
|
|
2.
The Muhammadi Engineering Works, Limited. |
|
Acquired
establishments: |
1.
The Chittagong Steamship Corporation, Limited. |
|
|
2.
The Gulf Shipping Corporation, Limited. |
PART B
Provisions of sections 29, 30, 31 and 33
of the Pakistan Shipping Corporation Act, 1976 (LIV of.1976), with necessary
adaptations.
Section 29.-Transfer to the Corporation of the
ownership of shares in managed establishment.---
(1) When the management of a managed establishment listed in
Part A has been transferred to the Corporation, the Federal Government may, by
notification in the official Gazette, transfer to and vest in the Corporation
the shares of such managed establishment, and on such day as may be specified
in the notification (hereinafter referred to as the “appointed day”) all the
issued or subscribed shares of such managed establishment shall stand
transferred to and vested in the Corporation; such managed establishment being
hereafter referred to as the “acquired establishment”.
(2) Every person who
immediately preceding the appointed-day held any shares of such establishment
shall, within ninety days of the appointed day, surrender to the acquired
establishment all the share certificates held by him pertaining to the shares
transferred to and vested in the Corporation, and the establishment shall
forthwith cancel such share certificates surrendered to it.
(3) Any share certificate
to be surrendered under subsection (2) and not so surrendered shall, on the
expiration of ninety days from the appointed day, stand cancelled.
(4) The acquired
establishment referred to in subsection (2) shall, within one hundred and
eighty days from the appointed day, issue and deliver to the Corporation one or
more new certificates as the Corporation may direct in lieu of the share
certificates which are cancelled, by it pursuant to sub-section (2) or which
stand cancelled in accordance with sub-section (3).
Section 30.-Valuation of shares in acquired
establishments and entitlement of their owners to shares of the Corporation.-
(1) The Federal Government
shall cause to be made and completed as expeditiously as may be, through such
person, being a chartered accountant within the meaning of the Chartered
Accountants Ordinance, 1961 (X of 1961), and in such manner as it thinks fit, a
determination as on the appointed day separately of the net worth of the
acquired establishment and the aggregate net worths of the Corporation and all
the acquired establishments the undertakings of which have not been transferred
to and vested in the Corporation under section 31 on or before the appointed
day, and such determination shall be made on the basis of the principle mutatis
mutandis set out in the Second Schedule, and the aforesaid net worth
of the acquired establishment and the aggregate net worths shall, on being
approved by the Federal Government, be notified in the official Gazette and
shall be final.
(2) The Board shall
allocate for the acquired establishment such number of fully paid-up shares of
the Corporation as shall bear to the total number of shares allocated or to be
allocated to all the acquired establishments, as nearly as may be, the same
proportion that the net worth of the acquired establishment bears to the
aggregate net worths of the Corporation and all the acquired establishments the
undertakings of which have not been transferred to and vested in the
Corporation under section 31.
(3) Every person who,
immediately before the appointed day, owned any ordinary shares of such
acquired establishment shall be entitled to receive, in lieu of his ordinary
shares in such establishment, such number of fully paid-up shares of the Corporation
as shall bear to the number of shares of the Corporation allocated to such
establishment in accordance with sub-section (2) the same proportion a9 the
amount paid-up on his ordinary share bears to the aggregate amount paid-up on
all the ordinary shares of such establishment.
(4 )An entitlement to
shares of the Corporation arising under this section shall not be questioned on
account of the allocation of shares to the acquired establishment not being
according to the proportion specified in sub-section (2) or on account of such
entitlement not being related to the net worth of the acquired -establishment
determined in accordance with sub-section (1).
(5) The Board shall issue
certificates for entitlement to shares of the Corporation arising under this
section within ninety days of the notification of net worth under sub-section
(1), and, subject to sub-section (2), each such certificate shall entitle the
person in whose favour it is issued to receive an allotment of shares of the
Corporation in such number and value as are mentioned in the certificate and,
pending such allotment, to be treated as if he were the registered holder of
that number of shares on and from the appointed day for the purposes of any
entitlement of shareholders to receive dividends declared by the Corporation or
bonus shares issued upon any capitalisation of profits determined by the
Corporation or to subscribe for further shares which the Corporation may decide
to offer for subscription to its shareholders.
(6) The Board shall decide
on the treatment of fraction of shares resulting from the determination of
entitlements to shares of the Corporation in accordance with this section, and
the Board may make such provision by the issue of fractional certificates or by
payment in cash or otherwise for the purpose as it may deem proper.
Section 31.- Transfer to the Corporation of the
undertaking of acquired establishment.---
(1) The Federal Government
may, by notification in the official Gazette, transfer to and vest in the
Corporation the undertaking of any acquired establishment, and on such date as
may by specified in the notification the entire undertaking of the acquired
establishment shall stand transferred to and vested in the Corporation.
(2) The undertaking so
transferred and vested shall include all assets, rights, powers, authorities
and privileges, and all property, movable and immovable, including lands,
works, workshops, ships, vessels, vehicles, cash balances, reserve funds,
investments, and book debts, whether within or outside Pakistan, and all other
rights and interests arising out of such property, as were immediately before
the transfer to and vesting in the Corporation of the undertaking in the
ownership, possession or power of the acquired establishment, and all books of
account and documents relating thereto and all borrowings, liabilities and
obligations of whatever kind then subsisting of the acquired establishment.
(3) All contracts,
agreements and other instruments of whatever nature subsisting or having effect
immediately before the transfer to and vesting in the Corporation of the
undertaking of an acquired establishment to which such acquired establishment
was a party or which were in favour of such acquired establishment, shall have
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 acquired
establishment, the Corporation had been a party thereto or as if they had been
entered into or issued in favour of the Corporation.
(4) If, on the date of the
transfer to and vesting in the Corporation of the undertaking of an acquired
establishment, any suit, appeal or other proceeding of whatever nature is
pending by or against such acquired establishment, it shall not abate, be
discontinued or be in any way prejudicially affected by reason of such vesting
or 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.
Section 33.- Dissolution of acquired establishment.---
An acquired establishment
shall, notwithstanding anything contained in the Companies Act, 1913 (VII of
1913) stand wound-up and dissolved as from the day on which its undertaking is
transferred to and vested in the Corporation.
SECOND SCHEDULE
(See section 9)
1. The net worth of N. S.
C. shall be determined in the following manner, that is to say.
The break-up value of their
shares shall first be determined in accordance with clause (c) of rule 8 of the
Wealth Tax Rules, and thereafter such break-up value shall be multiplied by the
number of their paid-up shares.
2. For the purpose of
determination of net worth under paragraph 1, the basis shall be the audited
balance-sheets of N. S. C. and P. S. C. as on the thirty first day of December,
1978.
Go to Index
| LL. B. – I | LL. B. – II
| LL. B. – III | LL. B.
Directory | Home