Updated: Monday February 29, 2016/AlEthnien
Jamada El Oula 21, 1437/Somavara
Phalguna 10, 1937, at 02:44:03 AM
The Trade Organizations
Ordinance, 1961
ORDINANCE XLV OF 1961
An Ordinance to provide
for the regulation and control of trade organizations
Whereas
it is expedient to provide for the regulation and control of trade
organizations and for matters ancillary thereto;
Now,
therefore, in pursuance of the Proclamation of the seventh day of October 1958,
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 Trade
Organizations Ordinance, 1961.
(2) It
extends 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 car context,---
(1) “Act”
means the Companies Act, 1913 (VII of 1913);
(2) “Administrator”
means an Administrator appointed under section 10 and includes an officer
empowered by the Federal Government to perform the functions of the
Administrator under this Ordinance;
(3) “articles”
means the articles of association of a trade organization;
(4) “Director”
means the Director of Trade Organizations appointed by the Federal Government
and includes an officer empowered by the Federal Government to perform the
functions of the Director under this Ordinance;
(5) “Executive
Committee” means the Board of Directors, the Executive Committee, the managing
committee or other body, by whatever name called, of a registered trade
organization responsible for the management or conduct of the affairs of such
trade organization;
(6) “licence”
means a licence granted or deemed to be granted under subsection (1) of section
3;
(7) “member
of the Executive Committee” includes a Director where the Executive Committee
is a Board of Directors, and the Chairman, Vice-Chairman, President and
Vice-President of the Executive Committee;
(8) “memorandum”
means the memorandum of association of a trade organization;
(9) “register”
means the register of companies required to be kept under the Act;
(10) “registered
trade organization” means a trade organization” registered under the Act as a
company in pursuance of a licence;
(11) “registrar”
means the registrar as defined in clause (15) of subsection (1) of section 2 of
the Act; and
(12) “trade
organization” means an association which,-
(a) is capable of being
formed as a limited company within the meaning of the Act;
(b) is formed or intended
to be formed with the object of promoting any trade, commerce or industry or
any group or class thereof, or for representing for any purpose, in any manner
and to any extent, any trade, commerce or industry or any group or class
thereof; and
(c) prohibits payment of
any dividend to its members and applies or intends to apply its profits or
other income for achieving its objects.
3.
Licencing and registration of trade organization.-(1) Notwithstanding
anything contained in the Act or in any other law for the time being in force
relating to registration of societies, bodies or associations of persons, no
trade organization shall be registered under the Act or such other law unless
it holds a licence granted by the Federal Government authorizing it to be so
registered.
(2) No
licence shall be granted for registration under the Act to a trade organization
unless it is,---
(a) a Federation of
Chambers of Commerce and Industry, organized on all-Pakistan basis, to
represent Chambers and Associations referred to in clauses (b) and (c);
(b) a Chamber of Commerce
and Industry, organized to represent trades and industries of specific areas;
(c) an Association of trade
or industry or of both, organized on all-Pakistan basis, to represent specific
trades or industries or both;
(d) a Town Association,
organized to represent trades and industries at a place at which there is no
Chamber of Commerce and Industry; or
(e) a Group, organized to
represent specific trades or industries or both of specific areas;
Provided that a licence for registration as a Federation of Chambers of
Commerce and Industry shall not be granted to more than one trade organization:
(3) A
licence may be granted on such conditions and subject to such regulations as
the Federal Government may think fit to impose or prescribe and such conditions
and regulations shall be binding on the trade organization concerned and
shall, if the Federal Government so directs, be incorporated In the articles
and memorandum of such trade organization or in one of those documents.
(4) Any
licence granted under section 26 of the Act before the commencement of this
Ordinance to a trade organization of any type specified in subsection (2)
shall be deemed to be a licence granted under subsection (1) and all such
licences granted before such commencement to other trade organizations shall
stand revoked.
(5) A
trade organization holding a licence may be registered under the Act as a
company with limited liability without the addition of the word “Limited” to
its name and on such registration shall enjoy all the privileges of a limited
company and be subject to all its obligations except those of-
(a) using the word “Limited” as any
part of its name;
(b) publishing its name; and
(c) sending lists of members to the
registrar.
(6) The
Federal Government may, by notification in the Official Gazette, grant
exemption to any trade organization from any provision of this section and such
exemption may be for such period and subject to such conditions as may be
specified in the notification.
4.
Cancellation of licence and exemption.-(1) The Federal Government may, at any time, by
notification in the Official Gazette,-
(a) revoke a licence
granted to a trade organization;
(b) declare that all
licences granted before the 19th February 1959, shall stand revoked on the date
specified therein; and
(c) cancel any
exemption granted under subsection (6) of section 3.
(2) Upon
the cancellation of exemption under clause (c) of subsection (l) or upon the
expiry of the period for which exemption was granted, the trade organization
concerned may within thirty days of such cancellation or expiry, apply for a
licence.
5.
Cancellation of registration.-(1) Notwithstanding anything contained in the
Act, registration thereunder of-
(a) all trade organizations
registered otherwise than in pursuance of a licence under section 26 of the Act
except the trade organizations to whom exemption has been granted under
subsection (6) of section 3;
(b) a trade organization
originally registered in pursuance of a licence which was revoked before the
commencement of this Ordinance;
(c) all trade organizations
whose licences stand revoked under subsection (4) of section 3;
(d) a trade organization
whose licence has been or stands revoked under subsection (1) of section 4; and
(e) a trade organization,
which, being entitled to make an application under subsection (2) of section 4,
has not done so or whose application thereunder has been rejected, shall stand
cancelled and the registrar shall strike off the register, and publish in the
Official Gazette, the names of all such trade organizations.
(2) All affairs of a trade organization whose
registration stands cancelled under subsection (1) shall be wound up-
(a) in accordance with the
provisions made in that behalf in its articles or memorandum, or
(b) in the absense of any
such provision, as if a special resolution under subsection (2) of section 203
of the Act has been passed on the date on which the registration stands
cancelled that it be wound up voluntarily.
6.
Companies not to use certain words in their names.-(1) No company or trade
organization other than a registered trade organization shall, after thirty
days from the commencement of this Ordinance, use in its name or title the word
“Federation” or “Chamber” or “Association”.
(2) Every
company or trade organization other than a registered trade organization having
in its name or title any of the words mentioned In subsection (1) shall,
within the period specified therein, by special resolution or In any other
manner it thinks convenient, so change its name or title as to omit therefrom
any such word.
(3) Where
a company or trade organization changes Its name or title in pursuance of
subsection (2), the registrar shall enter the new name or title in his register
in place of the former name or title and issue a certificate of incorporation
altered to meet the circumstances of the case and, upon the issue of such
certificate, the change of name or title shall be complete.
(4) The
change of name or title under this section shall not affect any rights or
obligations of the company or trade organization concerned or render defective
any legal proceedings by or against such company or trade organization and any
legal proceedings that might have been continued or commenced by or against it
by the former name or title may be continued by its new name or title.
(5)
Nothing in this section shall apply to a company, association or body of
persons formed for promoting art, science, religion, charity, sports, any
profession other than trade, commerce or industry or any other useful object
which the Federal Government may, by notification in the Official Gazette,
specify in this behalf.
7.
Classification and recognition of trade organizations.-(1) The Federal
Government may,-
(a) classify registered
trade organizations into various classes according to their status, importance
or standing in the trade, commerce or industry;
(b) by an order in writing,
grant recognition to any such trade organization : and
(c) accord such privileges
to the trade organizations so recognized as it thinks fit.
(2) A trade
organization recognized under subsection (1) shall be entitled, according as
the Federal Government may direct, to-
(a) all the privileges
accorded generally to trade organizations so recognized; or
(b) all the privileges
accorded to the trade organizations of the class to which it belongs; or
(c) to such other
privileges as may be accorded to it by the order granting recognition.
(3) The
Federal Government shall publish in the Official Gazette the names of the trade
organizations recognized under subsection (1).
8.
Amendment, repeal, etc., of articles, memorandum, etc., of trade
organizations.-(1)
Notwithstanding anything contained in the Act or in any other law for the time
being in force or in the articles or memorandum,-
(a) a registered trade organization
shall not rescind, amend or otherwise modify its articles or memorandum without
the prior approval of the Federal Government; and
(b) the Federal Government
may, whenever It considers expedient to do so, by order in writing, direct any
such trade organization to rescind, amend or otherwise modify its articles,
memorandum, rules or bye-laws or to make any rule or bye-law, in such manner
and within such period as may be specified in the order.
(2) If
any registered trade organization fails or neglects to comply with the
direction under clause (b) of subsection (1), the Federal Government may, by
notification In the Official Gazette, rescind, amend or otherwise modify the
articles, memorandum, rules or bye-laws of such trade organization, or make any
rule or bye-law in the manner specified in the direction or with such
modification as it thinks fit, and any such rescission, amendment, modification
or making shall be deemed to have been duly done by the trade organization in
accordance with the Act or its articles or memorandum or in the manner it is
otherwise competent to do so.
9.
Registered trade organizations to be subject to the control of Director.(1) All acts and
proceedings of a registered trade organization shall be subject to the control
of the Director and the affairs of such trade organization shall be managed and
conducted in such manner as the Director may, from time to time, direct.
(2)
Notwithstanding anything contained in any law for the time being in force or In
the articles or memorandum of a registered trade organization and without
prejudice to the generality of the foregoing provision, the Director may-
(a) require any such trade
organization or any competent person connected therewith to furnish him with
any information, documents and returns relating to the affairs of such trade
organization or to answer orally or otherwise any query with respect thereto;
(b) inspect, with or
without prior notice, any office of such trade organization including any of
Its branch or regional, circle, zonal or liaison office, or any record or
document found therein;
(c) attend any meeting of
the general body or the Executive Committee of such trade organization or of
any committee or other body set up or appointed to transact any business, or to
conduct any affair, of such trade organization;
(d) watch and supervise, or
cause to be watched and supervised, any election held by, or for the purpose of
electing persons to the Executive Committee or other body including a regional,
circle or zonal body of any such trade organization;
(e) within thirty days of
the announcement of the results of any election held by any such trade
organization, or any body exercising any function relating thereto for the
purpose of electing any person to the Executive Committee or other body
including regional, circle or zonal body of such trade organization or for any
other purpose and with the approval of the Central Government, annul such
election if he is satisfied,-
(i) upon his own knowledge;
or
(ii) after such
investigation as he may think fit to make; or
(iii) upon a report made by a
person authorized by him to make investigation for the purpose, that the
irregularities in the conduct of such election justify such annulment and, by
order in writing, direct fresh election to be held within such period as may be
specified in the order;
(f) if he considers it
necessary for smooth and efficient functioning of any such trade organization
remove, or cause to be removed, any member of the Executive Committee, not
exceeding a total of five in any calendar year, of such trade organization and
fill up, or cause to be filled up, the resultant vacancy;
(g) suspend, or cause to be
suspended, for a specified period, any member, not exceeding a total of fifteen
In one calendar year, of any such trade organization and cancel, or cause to be
cancelled, any such suspension or the suspension of any member otherwise than
by or at the instance of the Director;
(h) remove, or cause to be
removed, from the membership register, the name of any member, not exceeding a
total of fifteen in one calendar year, of any such trade organization, and
re-instate, or cause to be re-instated, in the membership register, any member
so removed or removed otherwise than by or at the instance of the Director;
(i) cancel, suspend or
modify any resolution adopted or any decision taken, by the general body or the
Executive Committee of such trade organization if,-
(i) he considers it necessary in the public interest
or for orderly working of the trade organization; or
(ii) in his opinion such resolution or decision is
not in conformity with the provisions of the articles or memorandum or any
rules or regulations made thereunder .
10.
Supersession of Executive Committee and appointment of Administrator.-(1) Where the Federal
Government is of opinion that the affairs of a registered trade organization
are not being properly managed and that the interests of trade and industry so
require, it may, by order in writing, supersede the Executive Committee of
such trade organization for such period, not exceeding three years, as may be
specified in the order;
Provided
that no such order shall be made unless the Executive Committee has been given
a notice in writing of, and afforded an opportunity to make a representation
against, the intended supersession.
(2) Where-
(a) an Executive Committee
is superseded under subsection (l), or
(b) it is not, In the
opinion of the Central Government, possible for any reason to reconstitute the
Executive Committee at the due time of such reconstitution; or
(c) the Executive Committee
is debarred by an order of any Court, from discharging its functions, the
Federal Government may appoint, for such period, not exceeding three years, as
it may think fit, an Administrator to take over the functions of such Committee
and to manage and conduct the affairs of the trade organization;
Provided
that if the period of supersession is terminated or the Executive Committee is
reconstituted or the order of the Court is vacated before the expiry of the period
for which the Administrator shall have been appointed, the Federal Government
may direct the Administrator to relinquish the functions taken over by him in
favour of the Executive Committee.
(3) Upon
the appointment of an Administrator under clause (a) or clause (b) of
subsection (2), the members of the Executive Committee shall be deemed to have
vacated their respective offices.
11.
Administrator to act under the control of Director.-(1) The Administrator
shall manage and conduct the affairs of the registered trade organization
under the supervision and control of the Director and in accordance with the
rules, if any, made in this behalf by the Federal Government and, until such
rules are made, in accordance with such directions as the Director may, from
time to time, give.
(2) The
rules and directions referred to in subsection (I) may provide for,---
(a) the appointment of an
advisory committee consisting of persons selected from the members of the
trade organization to assist the Administrator In the discharge of his
functions;
(b) holding of elections
for the purpose of reconstitution of the Executive Committee at any time
considered appropriate before the expiry of the term of appointment of the
Administrator;
(c) compliance with the
provisions of sections 130, 131, 131-A, 132, 132-A, 133, 134 and 135 of the Act
to the extent applicable to the trade organization except those relating to the
laying of the income and expenditure account and reading of the auditor’s
report in the general meeting;
(d) withholding, during the
period of supersession of the Executive Committees, on the general meeting of
the trade organization other than tire meeting to hold elections for
reconstituting the Executive Committee;
(e) conduct of any
business, during the period the general meeting remains withheld, which
requires the approval or assent of the members at a general meeting;
(f) the pay, allowances,
remuneration and other privileges of the Administrator and the members of the
advisory committee; and
(g) such other matters as
are necessary for efficient management or the affairs of the trade
organization.
(3) Any
expenditure incurred in connection with the management of a trade organization
by the Administrator including pay, allowances and remuneration of the
Administrator and the members of the advisory committee shall be met as
expenses, and be a charge on the income, of the trade organization.
12.
Restriction on suits against trade organisations.-(1) Notwithstanding
anything contained in any law for the time being in force or in the articles or
memorandum of a registered trade organization, no suit or other legal
proceedings shall be instituted or commenced against such registered trade
organization questioning the validity or propriety of any act or proceeding of
such trade organization or of the Executive Committee or other body thereof, or
the constitution of, or election or appointment to, such Committee or body, by
any member of such trade organization or by, or by any member of, any other
trade organization unless such member or other trade organization has made an
application, accompanied by such fee not less than one thousand rupees as may
be prescribed by rules, referring the matter to the Arbitration Tribunal constituted
for the purpose of deciding such references by the Federation of Chambers of
Commerce and Industry registered under the Act in pursuance of a licence and
such Arbitration Tribunal has given Its decision or award thereon.
(2) The
Arbitration Tribunal constituted under subsection (1) shall consist of not less
than three and not more than five members appointed by the said;
Federation
of Chambers of Commerce and Industry and shall conduct its proceedings and give
its decision or award in accordance with the rules made in this behalf.
(3)
Nothing In this section shall affect any suit or other legal proceedings
instituted or commenced before the commencement of this Ordinance.
13.
Compulsory membership of registered trade organizations.-(1) Notwithstanding
anything contained in any other law for the time being in force or in the
articles or memorandum of association of any trade organization or other
company or in any agreement or other instrument, the Federal Government may;---
(a) subject to any rules
made in this behalf, by order in writing, direct any person, partnership firm,
company or other concern engaged In any trade, commerce or industry to be a
member of a registered trade organization specified In the order; or
(b) if it considers
expedient in the interest of trade, commerce or industry, by notification In
the Official Gazette, direct all such persons, firms, companies or concerns or
any class thereof engaged in trade, commerce or industry as may be specified
in the notification subject to exception, if any, to be members of the
registered trade organization or organizations specified in this behalf in such
notification.
(2) Upon
the issue of an order or notification under subsection (1) the registered trade
organization concerned shall admit as its member any person, firm, company or
concern directed to be its member by such order or notification.
14.
Restriction on membership.-No person shall be a member of more than such number of
trade organizations as the Federal Government may, b; notification in the
Official Gazette, specify in this behalf.
14A.
Restriction on holding office. No person convinced for an offence under this
Ordinance shall hold, or be eligible for holding, any office in a registered
trade organization unless a period of six years has elapsed after the date of
his conviction.
15.
Appeal.-(1)
Any person or any trade organization aggrieved by any decision or order of the
Administrator or the Director may, within fourteen days of such decision or
order, appeal to the Director against the decision or order of the
Administrator, and to the Federal Government against the decision or order of
the Director, and the decision of the Federal Government on such appeal shall
be final.
(2) Upon
an appeal under subsection (1), the Director or the Central Government, as the
case may be, may stay the implementation or execution of the decision or order
appealed against until the disposal of such appeal.
16.
Delegation of powers.-(1)
The Federal Government may, by notification In the Official Gazette, direct
that all or any of its powers under this Ordinance shall, in relation to such
matters or subject to such conditions as may be specified therein, also be
exercisable by the Director.
(2) The
Director may, by order in writing, authorize the Administrator or any other
officer to exercise and perform any of his powers and functions under this
Ordinance.
17.
Federal Government may carry out the functions of the Director. Notwithstanding
anything contained in any other provision of this Ordinance, the Federal
Government may, by notification in the Official Gazette, direct that the powers
and functions of the Director shall, under such circumstances, or in such
cases, as may be specified in the notification, be exercised and performed by
the Federal Government and upon such notification reference to the Director in
the relevant provisions of this Ordinance shall be construed as reference to
the Federal Government and such provisions shall have effect accordingly.
18.
Penalties.-Whoever
contravenes any provision of this Ordinance or any rule or order made or any
direction or instruction given thereunder, or obstructs any officer or person
acting under or in pursuance of any such provision, rule, order, direction or
instruction shall be punishable with imprisonment which may extend to one year
or with fine which may extend to one thousand rupees or with both and, in the
case of contravention of the provisions of section 13 or of any order or
notification issued thereunder, with a further fine which may extend to one
hundred rupees for every day of the period during which such contravention
continues.
19.
Offences by companies or other bodies.-Where a person guilty of an offence punishable
under section 18 is company or other body corporate, every managing director,
director, manager, secretary or other officer or agent thereof shall, unless he
proves that the offence was committed without his knowledge or that he
exercised due diligence to prevent its commission, be deemed to be guilty of
such offence.
Section
14-A was ins. By the Trade Organizations (Amdt.) Ordinance, 1962 (42 of 1962).
S.4.
20.
Cognizance and trial.-No
Court shall take cognizance of an offence punishable under section 18 except
upon a complaint in writing made by the Director or an officer authorized by
him in this behalf and no Court inferior to that of a Magistrate of the First
Class shall try any such offence.
21.
Presumption as to orders.-Where an order purports to have been made or signed by an
authority or person in exercise of any power conferred lay or under this
Ordinance, a Court shall presume that such order was so made by that authority
or person.
22.
Indemnity-(1)
An order made under this Ordinance shall not be questioned in any Court.
(2) No
suit, prosecution or other legal proceedings shall lie against any person for
anything which is, in good faith, done or intended to be done in pursuance of
this Ordinance or any rule or order made or any direction given thereunder.
23.
Power to make rules.-The
Federal Government may, by notification in the Official Gazette, make rules
for carrying out the purposes of this Ordinance.
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