PART I
Acts, Ordinances, President’s Orders and Regulations
government
of pakistan
Ministry of Law, Justice and Human Rights
Islamabad, the 11th April, 2007
No.
2(1)/2007-Pub.—The following Ordinance promulgated
by the President is hereby published for general information:—
Ordinance No. Xviii of 2007
an
ordinance
to
provide for the re-organization and conversion of the Industrial Development
Bank of Pakistan into a public limited company
WHEREAS it is expedient to provide for
re-organization and conversion of the Industrial Development Bank of Pakistan
into a public limited company incorporated under the Companies Ordinance, 1984
(XLVII of 1984), and for matters connected therewith or incidental thereto;
WHEREAS the National Assembly is not in
session and the circumstances exist which render it necessary to take immediate
action;
NOW, THEREFORE,
in exercise of the powers conferred by clause (1) of Article 89 of the
Constitution of the Islamic Republic of Pakistan, the President is pleased to
make and promulgate the following Ordinance:—
1. Short title, extent and
commencement.—(1) This Ordinance may be called the Industrial Development
Bank of Pakistan (Reorganization and Conversion) Ordinance, 2006.
(2) It extends to the whole of Pakistan.
(3) It shall come into force at once and
shall be deemed to have taken effect on the 31st March, 2007.
2. Definitions.—In this Ordinance,
unless there is anything repugnant in the subject or context.—
(a) “assets” means- rights and powers of
every description and includes all properties, movable or immovable, tangible
or intangible, mortgages, charges and claims in the name-of the IDBP, as the
case may be;
(b) “company” means the Industrial Development
Bank Limited to be established and incorporated in accordance with section 3;
(c) “contracts” means all contracts,
agreements, bonds guarantees, indemnities, representations, obligations,
undertakings and other legal documents and instruments of every description
executed by or on behalf of. IDBP, as the case may he, including employment,
investment, sales and financial contracts with whomsoever;
(d) “effective date” means the date
specified in the Order issued under section 5;
(e) “IDBP” means the Industrial Development
Bank of Pakistan established under the Industrial Development Bank of Pakistan
Ordinance, 1961 (XXXI of 1961);
(f) “Liabilities” means all liabilities
lawfully incurred by IDBP, as the case may be, and includes duties and obligations
of every kind imposed thereon;
(g) “order” means an order made by the
Federal Government under subsection ( 1) of section 5;
(h) “proceedings” includes any suit,
arbitration or other legal or administrative proceedings, applications, appeals,
awards, reviews or revisions filed or pending;
(i) “rules means the rules made under this
Ordinance;
(j) “transfer” means the transfer of assets,
contracts, liabilities, proceedings and undertakings of IDBP, as the case may
be, to the company; and
(k) “undertakings” includes all projects,
ventures and any other operations undertaken by IDBP, as the case may be,
individually or collectively in collaboration with some other person.
3. Establishment of the Company, etc.—(1)
As soon as may be, after the commencement of this Ordinance, the Federal
Government shall establish a Company to be known as the Industrial Development
Bank Limited, limited by shares and cause it to be incorporated under the
Companies ordinance, 1984 (XLVII of 1984), with the principal object of taking
over the business, functions, contracts, proceedings, undertakings, assets and
liabilities of IDBP.
(2)
No stamp duty or any other charges
shall be payable by the Company under any law for the time being in force for
the transfer and vesting of the assets, contracts, liabilities, proceedings or
undertakings of IDBP to the company or any shares or securities issued in
favour of the shareholders or financiers of IDBP by the Company.
4. Company to be deemed a banking
company.—(1) The Company shall be deemed to be a banking company for the
purposes of the State Bank of Pakistan Act, 1956 (XXXIII of 1956), Banking
Companies Ordinance, 1962 (LVII of 1962) and any other law for the time being
in force relating to banking companies until such time that the licence is
granted to the Company under sub-section (2).
(2)
Without prejudice to the provisions
of sub-section (1), the company shall apply to the State Bank of Pakistan, for
a licence for permitting to carry on the business of banking in Pakistan in
accordance with the provisions of section 27 of Banking Companies Ordinance,
1962 (LVII of 1962), through the existing branches of IDBP.
5. Transfer and vesting of assets, contracts,
liabilities, proceedings and undertakings.—(1) After the registration of
the Company, the Federal Government shall by an Order, published in the
official Gazette, direct that all the assets, contracts, liabilities,
proceedings and undertakings of IDBP stand transferred to, and vest in the
Company on the date specified therein, on such terms and conditions as may be
determined by the Federal Government in this behalf.
. (2) The Order issued under sub-section (1)
shall, inter alia, provide for—
(a) the
transfer of all the assets, contracts, liabilities, proceedings
and undertakings of IDBP to the Company;
(b) the allotment of shares or debentures of
the Company to the shareholders, debenture-holders or bond holders of IDBP in
proportion to their shares, debentures, bonds or other securities in IDBP, as
the case may be, after determining the net asset value of IDBP on the effective
date;
(c) the dissolution of IDBP from the
effective date;
(d) the transfer of guarantees issued in
favour of the Company by the Government of Pakistan, the Provincial Government
and other government agencies such as Sarhad Development Board and Punjab Small
Industries Corporation for repayment of loans from borrowers; and
(e) such incidental, consequential and
supplemental matters as are necessary to secure the transfer of assets,
contracts, liabilities, proceeding and undertakings under this Ordinance.
(3) The value ascribed to the assets and
liabilities transferred to, and vested in, the Company by the Federal
Government under the Order shall represent the fair net value of the assets for
taxation, depreciation or any other purposes.
(4) Notwithstanding the provisions of section
146 of the Companies Ordinance, 1984 (XLVII of 1984), the Company shall, upon
transfer, continue all business and undertakings of IDBP as were being carried
on immediately prior to the effective date.
6. Continuation of service in the
Company.—(1) All permanent employees and officers of IDBP, who were
continuously in the service of IDBP for a period of one year or more
immediately before the effective date shall stand transferred to, and become
the employees of the Company as of the effective date on the same terms and
conditions as were applicable to them before the effective date. The terms and
conditions applicable to the retired employees of IDBP shall continue to apply
to such retired employees.
(2)
Notwithstanding, anything contained
in any law, contract, agreement or conditions of service no person transferred
to the Company pursuant to subsection (1) shall be entitled to any compensation
as a consequence of transfer to the Company.
7. Contracts and proceedings.—(1)
All contracts subsisting or having effect immediately before the effective
date, to which IDBP may have been a party or beneficiary, shall be deemed to
have been made by the Company and shall remain in force for all intents and
purposes.
(2)
All proceedings by or against or
relating to IDBP pending on the effective date before any court, tribunal,
arbitrator or any other authority shall be continued, prosecuted, defended,
enforced and executed by or against the Company in the same manner and to the
same extent as might have been continued, prosecuted, defended, enforced and
executed by or against IDBP, as the case may be, and for the purposes of the
proceedings under IDBP Ordinance, the relevant provisions of IDBP Ordinance
shall, mutatis mutandis, continue to apply to these proceedings
notwithstanding the repeal of the Industrial Development Bank of Pakistan
Ordinance, 1961 (XXXI of l961).
8. Certain guarantees to remain in
force.—Notwithstanding the repeal of the said IDBP Ordinance, all
guarantees given by the Government of Pakistan in favour of foreign and local
institutions which extended loans to IDBP shall remain in force as though these
guarantees were given on behalf IDBP.
9. Bar of jurisdiction.—No court,
tribunal, arbitrator or authority shall question, or permit to be called in
question, any transfer or order made, anything done, or action taken or
purported to be made, done or taken under this Ordinance.
10. Indemnity.—No suit, prosecution or
other legal proceedings shall lie against the Federal Government, State Bank of
Pakistan, IDBP, the Company or any other person for anything which is in good
faith done or intended to be done under this Ordinance or any rule or order
made thereunder.
11. Ordinance to override other laws,
etc.—The provisions of this Ordinance shall have effect notwithstanding
anything contrary contained in any other law for the time being in force, or in
any agreement, contract, decree, order or any other instrument whatsoever.
12. Power to make rules.—The Federal
Government may, by notification in the official Gazette, make rules for
carrying out the purposes of this Ordinance.
13. Removal of difficulties.—If any
difficulty arises in giving effect to any provision 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:
Provided
that no such power shall be exercised after the expiry of two years from the
commencement of this Ordinance.
14. Repeal.—Immediately after the
dissolution of IDBP in pursuance of clause (c) of sub-section (2) of section 5,
the Industrial Development Bank of Pakistan Ordinance, 1961 (XXXI of
1961), shall stand repealed.
GENERAL
PERVEZ
MUSHARRAF,
President.
————
Justice (Retd.)
MANSOOR
AHMED,
Secretary
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