The National Bank of Pakistan
Ordinance No. XIX of 1949
(The Ordinance has been
applied‑
(i) to Baluchistan ,
with effect from the 9th day of November, 1949, see Gaz. of P., 1952, Pt. I, p.
150;
(ii) in the Federated
Areas of Baluchistan, see ibid., 1953, Part I, p. 152; and
(iii) extended to the
Leased Areas of Baluchistan, by the Leased Areas (Laws) Order, 1950 (G. G. O. 3
of 1950).
It has also been extended
to‑
(a) the State of
Bahawalpur, subject to certain modifications, see the Bahawalpur
(Federal Laws) (Extension) Order, 1952 (G. G. O. 11 of 1952);
(b) the Baluchistan States
Union, see the Baluchistan States Union
(Federal Laws) (Extension) Order, 1953 (G. G. O. 4 of 1953); and
(c) the Khairpur
State , seethe Khaipur (Federal Laws) (Extension) Order, 1953 (G.
G. O. 5 of 1953).
The Act has been and shall
be deemed to have been brought into force in Gwadur with effect from the 8th
September, 1958, by the Gwadur (Application of Central Laws) Ordinance 1960 (37
of 1960), s. 2.)
[9th November, 1949]
An Ordinance to constitute a National Bank of Pakistan
Preamble.
WHEREAS an emergency has arisen which renders it necessary to extend banking
facilities generally and also to provide credit for agriculture and
agricultural produce;
Now, THEREFORE, in exercise of the
powers conferred by section 42 of the Government of India Act, 1935, the
Governor‑General is pleased to make and promulgate the following Ordinance, 26
of Geo. 5, c. 2: ‑
CHAPTER I
PRELIMINARY
1. Short title, extent and commencement.‑(1) This Ordinance may be called the National Bank of
Pakistan Ordinance, 1949.
(Subs. by the Central Laws
(Statute Reform) Ordinance, 19 (21 of 1960), s. 3., and 2nd Sch., for the
original sub‑section (2) (with effect from the 14th October, 1955).)[(2) It extends to the whole of Pakistan
2. Definitions.
In this Ordinance, unless there is anything repugnant in the subject or
context,‑
(a) "the Bank" means the
National Bank of Pakistan
(b) "the Central Board"
means the Central Board of Directors of the Bank;
(c) "Local Board" means a
Local Board of Members at Karachi, Dacca or Lahore ;
(d) "Director" means a
Director for the time being of the Central Board;
(e) "Member" means a
Member for the time being of a Local Board;
(f) "dividend" includes
bonus;
(g) "goods" includes
bullion, wears and merchandise;
(h) "general meeting"
means the annual meeting of the shareholders of the Bank;
(i) "local meeting" means
the annual meeting of the shareholders whose names are registered in a branch
register;
(j) "meeting" includes an
adjourned holding of a meeting;
(k) "prescribed" means
prescribed by bye‑laws made under this Ordinance;
(Subs. by the National Bank
of Pakistan
(m) "special meeting"
means a meeting. of the shareholders of the Bank convened for transacting some
particular business specified in the notice convening the meeting;
(n) "special local
meeting" means a meeting of the shareholders whose names are registered in
a branch register, convened for transacting some particular business specified
in the notice convening the meeting;
(o) "special resolution"
means a resolution passed at a special meeting; and
(p) "special local
resolution" means a resolution passed at a special local meeting.
CHAPTER II
ESTABLISHMENT, INCORPORATION AND SHARE CAPITAL OF THE
NATIONAL BANK OF PAKISTAN
3. Establishment and incorporation of the Bank.‑(1) As soon as may be after the commencement of this
Ordinance, there shall be constituted in accordance with the provisions of this
Ordinance a bank to be called the National Bank of Pakistan to carry on the
business of banking.
(2) The Bank shall be a body
corporate having perpetual succession and a common seal, and shall by the said
name sue and be sued.
ESTABLISHMENT, INCORPORATION AND SHARE CAPITAL OF THE
NATIONAL BANK OF PAKISTAN
4. Share Capital.‑(1)
Subject to the provisions of this Ordinance the authorised (Subs. by the National Bank of Pakistan
(2) Out of the said capital there
shall, from time to time, be issued such number of shares and on such terms, if
any, including the terms of brokerage and underwriting, as the Central Board
may decide (Subs.
ibid., for the colon.) [.]
(Proviso omitted ibid.)* * * * * *
(3) The liability of the
shareholders of the Bank shall be limited to the amount not fully paid up on
their shares.
(4) The shareholders of the Bank
may, subject to the sanction of the Central Government, (The original words "and subject to
the provision of the proviso to sub‑section (2), "omitted by the National
Dank of Pakistan (Amdt.) Ordinance, 1960 (52 of 1960), s. 2.) * * * by special resolution,
increase or reduce the capital of the Bank.
CHAPTER III
SHARES
5. Nature of shares.
The shares of the Bank shall be movable property and each share shall be
distinguished by its appropriate number.
6. Principal register of shareholders. The Bank shall maintain at its Head Office established
under section 11 a register, to be called the principal register, of all
shareholders of the Bank, and shall enter therein such particulars as may be
prescribed.
7. Branch registers.‑(1)
The Bank shall cause to be maintained at the offices of its Local Boards branch
registers of the shareholders qualified and entitled to be registered therein,
containing such particulars as may be prescribed.
(2) Subject to the provisions of
this Ordinance shares shall be transferable from one branch register to
another.
8. Qualifications of shareholders.‑(1) No person shall be qualified to be registered as a
shareholder who by reason of anything contained in any law for the time being
in force is not competent to enter into any contract.
(2) A person who subsequent to his
registration, is discovered to have been not qualified as aforesaid at the
time of registration shall not be entitled to exercise any of the rights of a
shareholder otherwise than for the purpose of the sale of his shares under the
orders of a competent Court.
(3) (a) A shareholder shall be
entitled to be registered in any area defined in sub‑section (5) in which he
ordinarily resides or has his principal place of business.
(b) A shareholder who neither
resides nor has a place of business in the areas defined in sub‑section (5)
shall be registered in such branch register as the Central Board (Subs. by the
National Bank of Pakistan
(c) No person shall be registered as
a shareholder in more than one branch register.
(4) The Government of an Acceding State shall be qualified to be registered as a
shareholder.
(Subs. ibid., for the
original sub‑section (5), as amended by the Federal Laws (Revision and
Declaration) Act, 1951(26 of 1951), and the Central Laws (Statute Reform)
Ordinance, 1960 (1 of 1960).) [(5) The area served by the branch
register maintained at Karachi shall consist
of the (Subs.
by A. O., 1964, Art. 2 and Sch, for "Federal Territory of Karachi".) [Karachi], Khairpur, Hyderabad,
Quetta and Kalat Divisions; the area served by the branch register maintained
at Lahore shall consist of Peshawar, Dera Ismail Khan, Rawalpindi, Lahore,
Multan and Bahawalpur Divisions and the Special Areas of Chitral, Dir, Swat and
Amb; and the area served by the branch register maintained at Dacca shall
consist of East Pakistan.]
9. Central Government a shareholder. Notwithstanding anything contained in section 8, the
Central Government shall be a shareholder of the Bank and shall purchase at par
not less than twenty-five percent. of the shares issued by the Bank from time
to time.
10. No notice to be taken of trusts. No notice of any trust, express, implied or constructive
shall be entered on the principal or any branch register or be receivable by
the Bank.
CHAPTER IV
MANAGEMENT
11. Head office of the Bank. The Head Office of the Bank shall be at Karachi .
12. Central Board.
The general superintendence and direction of the affairs and business of the
Bank shall be entrusted to the Central Board which may exercise all powers and
do all such acts and things as may be exercised or done by the Bank and are not
by this Ordinance expressly directed or required to be done by the Bank in
general meeting.
13. Local Boards.
Three Local Boards shall be established for the areas mentioned in sub‑section
(5) of section 8, one each at Karachi, Dacca and Lahore, and shall without
prejudice to the powers conferred by section 12, have power, within the
prescribed limits, generally to transact all the usual business of the Bank.
14. Constitution of the Central Board. (For notification under this section, see Gaz. of
P., 1953, Ext., p. 299.)‑(1) The Central Board shall consist
of the following Directors, namely:‑
(a) the Managing Director appointed
by the Central Government under section 16;
(b) (Subs. by the National Bank of Pakistan
the shareholders registered in a
branch register maintained for an area mentioned in sub‑section (5) of section
8 shall elect from amongst themselves such number of Directors for that area as
may be decided before election by the Central Government having regard to the
proportion which the share capital subscribed by the shareholders of that area
bears to the whole:
15. Constitution of Local Boards. A Local Board shall consist of the following members,
namely:‑
(a) the Managing Director (The original
words "or a Deputy Managing Director" omitted ibid.)* * *:
Provided that in the event of the
inability of (Subs. ibid., for "either of them".) [Managing Director] to attend the
meeting of a Local Board (Subs. ibid., for "the Managing Director".) [he] may nominate an officer of the
Bank to attend as an ex‑officio Member;
(b) one Member appointed by the Central
Board from amongst the Directors elected by the shareholders registered in the
branch register of that area;
(c) two Members appointed by the
Central Government from the area in which the Local Board is established;
16. Managing Director and Deputy Managing Directors. (Subs. by the National Bank of Pakistan
Provided that neither the salary nor
the terms and conditions of service shall be varied to his disadvantage during
his tenure of office (Subs. ibid., for full‑stop.)[ : ]
(Second proviso added ibid.) [Provided further that the appointment may be terminated by
six months' notice in writing given by the Central Government to him or by him
to the Central Government.]
(Sub‑section (2) omitted
ibid.)* * * * *
(3) The Managing Director (The original
words "and Deputy Managing Director" omitted ibid.)* * * shall on the expiry of (Subs. ibid.
for "their respective terms".) [his term] of office be eligible for re‑appointment:
Provided that no person shall hold
office as Managing Director (The original words "or Deputy Managing Director"
omitted ibid.)* * * who is a
member of the Central or a Provincial Legislature.
17. Qualifications and disqualifications of Directors and
Members.‑(1) No person not appointed by the
Central Government to serve as a Director or Member shall be qualified to
serve as a Director or Member unless he is a holder in his own right of
unencumbered shares of the Bank to the nominal amount of ten thousand rupees at
the least.
(2) No person shall be qualified to
serve as a Director or Member‑
(The original cl. (a)
omitted by the National Bank of Pakistan
(The original word
"or" omitted by the National Bank of Pakistan
(b) if he is a salaried officer of
any Government (Subs. ibid., for "in Pakistan Pakistan
(New cls. (c) to (g) added,
ibid.) [(c) if he has been convicted of an offence involving moral
turpitude;
(d) if he was at any time in the
service of the Bank and was dismissed or his services had been terminated by
the bank;
(e) if he is a Director of any
commercial bank other than a bank sponsored or established by or under the
authority of the Central Government or the State Bank of Pakistan for the
development of industry or agriculture in the country, or a bank which is a
society registered under the Cooperative Societies Act, 1912 or any other law
for the time being in force in Pakistan relating to co‑operative societies, Act
II of 1912;
(f) if he is in the employment of
any banking company, whether on salary or on commission, or is engaged in the
performance of any continuous service for remuneration for any such company; or
(g) if he is for the time being
disqualified for membership of an elective body under the Elective Bodies
(Disqualification) Order, 1959, or under any other law for the time being in
force., P.O., 13 of 1959.]
(3) The office of a Director or
Member shall be vacated‑
(a) if the person holding it resigns
his office or dies;
(b) if he accepts or holds any other
office of profit under the Bank;
(c) if he is, or at any time has
been, adjudicated an insolvent, or compounds with his creditors or suspends
payment;
(d) if he is found lunatic, or
becomes of unsound mind;
(e) if he has absented himself from
three consecutive meetings of the Central or a Local Board, as the case may be,
or from all such meetings for a continuous period of six months, whichever is
longer, without leave of absence from the Board concerned; (The original word "or" omitted
by the National Bank of Pakistan (Amdt.) Ordinance, 1960 (52 of 1960), s. 8.)*
(f) if he ceases to hold in his own
right the amount of shares required to qualify him for the office (Subs. ibid.,
for full‑stop.) [;](The word
"or" and cl. (g) added ibid.) [or]
(The word "or"
and cl. (g) added ibid.) [(g) if he incurs any of the
disqualifications mentioned in sub‑section (2).]
(4) No two persons who are partners
of the same mercantile firm, or who are directors of the same private company,
or one of whom is the general agent of, or holds a power of pro-curation from
the other or from a mercantile firm of which the other is a partner, shall be
eligible or qualified to serve as Directors of the Central Board, or as Members
of the same Local Board at the same time:
Provided that sub‑section (1) and
clause (b) of sub‑section (3) shall not apply in the case of the Managing
Director, the Deputy Managing Director or an officer of the Bank nominated by
the Managing Director under clause (a) of section 15.
18. Removal of Directors and Members.‑(1) The shareholders may, by a special resolution passed by
the votes of shareholders holding in the aggregate more than one half of the
paid‑up capital for the time being, removed any Director, other than a Director
appointed by the Central Government, before the expiration of his period of
office, and appoint in his stead a qualified person who shall hold office
subject to sub‑section (2) of section 21.
(2) The shareholders on a branch
register may, by a special local resolution passed by the votes of shareholders
holding in the aggregate more than one half of the paid‑up capital for the time
being on the branch register concerned, remove any Member, other than a Member
appointed by the Central Government or the Central Board of the Local Board
concerned, before the expiration of his period of office, and appoint in his
stead a qualified person who shall hold office subject to sub‑section (2) of
section 21.
(3) Directors and Members appointed
by the Central Government and the Central Board may be removed and replaced by
other Director and Members at the discretion of the appointing authorities
concerned.
19. [Omitted.]
[First Constitution of the Central and Local Boards.] Omitted by the National
Bank of Pakistan
20. Terms of office of Directors and Members.‑(1) (Subs. by the National Bank of Pakistan
(2) The Directors and Members to
retire at every general (The original words “and local” omitted by Ordinance 52 of
1960, s. 10.)* * meeting
shall be those who have been longest in office, and as between those Directors
and Members who are to retire and who have been in office for an equal length
of time the Director and Member to retire shall in default of agreement amongst
themselves be determined by lot, the length of time a Director or Member has
been in office being subject to subsection (2) of section 21, computed from
his last election.
(Sub-section 2A ins. ibid.) [(2A) The retiring Directors and Members shall continue to
hold office until their successors shall have been duly elected and shall be
eligible for re‑election.]
(For notification under
this sub-section, see Gaz. of P., 1953, Ext., p. 299.) (3) Notwithstanding anything in sub‑section (1) or subsection
(2) the term of office of a Director or Member appointed by the Central
Government shall be for such period not exceeding three years as the Central
Government may fix at the time of appointment.
(Subs. by the National Bank
of Pakistan
21. Vacancies.
(1) Any vacancy occurring on the Central or a Local Board by the death,
resignation (Ins. ibid. s.11.)[removal]
or disqualification of any Director or Member shall be filled by the remaining
Directors or Members, as the case may be, who shall co‑opt a duly qualified
person to fill the vacancy:
Provided that where a vacancy occurs
in the office of a Director or Member appointed by the Central Government or
the Central Board, the vacancy shall be filled only by appointment by the
Central Government or the Central Board, as the case may be.
(2) Any Director or Member so (The original
words "co‑opted or" omitted ibid.)* * appointed shall be deemed to have held office from the date on
which the Director or Member in whose place he is (The original words "co‑opted or"
omitted ibid.)* * appointed
was (The
original words "elected or" omitted ibid.)* * appointed, or, when such Director or Member was co‑opted or
appointed under this sub‑section, from the date on which his mediate or
immediate predecessor was (The original words "co‑opted or" omitted ibid.)* * appointed, as the case may be.
(Sub‑section (3) added,
ibid.) [(3) Any Director or Member co‑opted under sub‑section (1)
shall retire at the next general or local meeting, as the case may be, and the
vacancy so occurring on the Central or a Local Board shall be filled by
election as provided in clause (b) of subsection (1) of section 14 or clause
(d) of section 15, as the case may be.]
22. General and Special meetings.‑(1) In the first week of March in every year, or as soon
thereafter as is convenient, a general meeting shall be held annually in rotation
at the towns where the Local Boards are established, at such time as may be
determined by the Central Board and at the meeting the (Subs. ibid., s. 12, for certain original
words.) [shareholders present
shall be entitled to discuss the annual account, the report of the Central
Board on the working of the Bank throughout the year, and the auditors' report
on the annual balance sheet and accounts, made up to the preceding thirty‑first
day of December].
Provided that the first general
meeting shall be held at Karachi .
(2) Special meetings shall be
convened and held in such manner and at such time and place as may be
prescribed.
23. Local and special local meetings. Local and special local meetings shall be convened and held
in such manner and at such time and place as may be prescribed.
24. Votes of shareholders.‑(1)
Every shareholder shall be entitled to attend any meeting and each shareholder
who has been registered as such for a period of not less than three months
prior to the date of such meeting shall when present in person and on a show of
hands, have one vote; and on a poll each shareholder so registered for a like
period shall have one vote for every ten shares (Ins. by the National Bank of Pakistan
(Amdt.) Ordinance, 1960 (52 of 1960), s. 13.)[, subject to a maximum of fifty votes]
Provided that no shareholder shale
be entitled to vote at any meeting unless all calls or other sums presently
payable by him in respect of shares of the Bank have been paid.
(2) On a poll votes may be given
either personally or by proxy.
CHAPTER V
BUSINESS OF THE BANK
25. Business which the Bank is authorised to transact. The Bank is authorised to carry on and transact the 13
several kinds of business hereinafter specified, namely:
(1) the advancing and lending of
money, and opening of cash‑credits upon the security of‑
(a) stocks, funds and securities (The original
brackets and words "(other than immovable property)" emitted ibid. s.
14.)* * * in which a trustee
is authorised to invest trust money by any law for the time being in force in Pakistan and shares of the State Bank of Pakistan
(b) debentures or other securities
for money issued under the authority of any law or a time being in force in
Pakistan by, or on behalf of, a port trust authority or a district board or a
municipal board or committee or, with the sanction of the Central Government,
debentures or other securities for money issued under the authority of the
Government of an Acceding State;
(c) goods which, or the documents of
title to which, are deposited with, or assigned to, the Bank as security for
such advances, loans or credits;
(d) subject to such directions as
may be issued by the Central Board, debentures of companies with limited
liability;
(e) shares of companies with limited
liability, in accordance with such directions in this regard as may be issued
from time to time by the State Bank of Pakistan
(f) goods which are hypothecated to
the Bank as security for such advances, loans or credits (The original comma and words "if so
authorised by special directions of the Central Board" omitted by the
National Bank of Pakistan
(g) accepted bills of exchange and
promissory notes endorsed by the payees and joint and several promissory notes
of two or more persons or firms unconnected with each other in general
partnership; (The original word "and" omitted ibid.)*
(Subs. ibid., for the
original sub‑clause (h).) [(h) immovable property or
documents of title relating‑ thereto, subject to such directions as may be
issued by the Central Board;]
(New sub‑clause (i) added,
ibid.) [(i) subject to such directions as may be issued by the
Central Board, tea crops;]
Provided that any advances or loans
which are guaranteed by the Central Government or any Provincial Government in
Pakistan
(2) the selling and realisation of
proceeds of sale of any such promissory notes, debentures, stock receipts,
bonds, annuities, stocks, shares, securities or goods which, or the documents
of title to which, have been deposited with, or pledged, hypothecated, assigned
or transferred to, the Bank as security for such advances, loans or credits or
which are held by the Bank or over which the Bank is entitled to any lien or
charge in respect of any such advance or loan or credit or any debt or claim of
the Bank, and which have not been redeemed in due time in accordance with the
terms and conditions (if any) of such deposit, pledge, hypothecation, assignment
or transfer;
(3) the advancing and lending of
money to Courts of Wards upon the security of estates in their charge or under
their superintendence and the realisation of such advances or loans and any
interest due thereon:
Provided that no such advance or
loan shall be made with‑out the previous sanction of the Provincial Government
concerned;
(4) the drawing, accepting,
discounting, buying and selling of bills of exchange and other negotiable
securities;
(5) the investing of the funds of the
Bank upon any of the securities specified in sub‑clauses (a) and (b) of clause
(1) (Ins. by
the National Bank of Pakistan (Amt.) Ordinance, 1960 (52 of 1960), s. 14.)[and in shares and debentures of any
industrial, financing or insurance company or corporation sponsored or
established by or under the authority of the Central Government or the State
Bank of Pakistan] and converting the same into money when required, and
altering, converting and' transposing such investment for or into others of
the investments specified above;
(6) the issuing of letters of
credit;
(7) the buying and selling of gold
and silver whether coined or uncoined;
(8) the receiving of deposits and
keeping cash accounts on such terms as may be agreed on;
(9) the acceptance of the char of
plate, jewels, title-deeds or other valuable gods o such terms as may be agreed
on;
(10) the (Ins. by the National Bank of Pakistan
(Proviso added ibid.) [Provided that the Bank shall not take over the management
of any such property except in pursuance of an agreement with the debtor or of
an order, judgment or decree of a court of competent jurisdiction;]
(11) the transacting of pecuniary
agency business on commission and the entering into of contracts of indemnity,
suretyship or guarantee with specific security or otherwise (Added by the
National Bank of Pakistan
(12) the administration of estates
for any purpose whether as an executor, trustee or otherwise and the acting as
agent on commission in the transaction of the following kinds of business,
namely:‑
(a) the buying, selling,
transferring and taking charge of any securities or any shares in any public
company;
(b) the receiving of the proceeds
whether principal, interest or dividends, of any securities or shares;
(c) the remittance of such proceeds
by public or private bills of exchange, payable either in Pakistan
(13) the drawing of bills of
exchange and the granting of letters of credit payable out of Pakistan
(14) the buying of bills of exchange
payable out of Pakistan
(15) the borrowing of money for the
purpose of the Bank's business, and the giving of security for money so
borrowed by pledging assets or otherwise;
(16) the paying, receiving,
collecting and remitting money, bullion and securities under any agreement with
the State Bank of Pakistan as its agent on behalf of any Government in
Pakistan, or undertaking and transacting any business which the State Bank of
Pakistan may from time to time entrust to it;
(17) the establishing and
discontinuing of branches and agencies;
(18) the acquiring, maintaining and
transferring of the Bank's residential and business premises;
(19) the taking over of the
business, including the capital assets and liabilities of any other bank, with
the sanction of the Central Government;
(20) the granting of advances or
loans to any other bank for the purpose of averting or facilitating its winding
up; (The
word "and" which was added by the National Bank of Pakistan (Amdt.)
Ordinance, 1960 (52 of 1960), s. 14, has been omitted by the National Bank of Pakistan
(The original cl. (21)
omitted by Ordinance 52 of 1960, s. 14.)* * * * * *
(New cl. (21) ins. by
Ordinance 5 of 1963, s. 2.) [(21) with the previous permission
in writing of the State Bank of Pakistan
(a) the investing of the funds of
the Bank in any bank incorporated outside Pakistan
(b) participating in the management
and administration of any such bank in which the funds of the Bank have been
invested; and]
(22) generally, the doing of all
such matters and things as may be incidental or subsidiary to the transacting
of the various kinds of business including foreign exchange business
hereinbefore specified.
26. Business which the Bank is not authorised to transact. The Bank shall not
transact any kind of banking business other than those specified in section 25,
and in particular‑
(1) it shall not make any advance or
loan‑
(a) for a longer period than twelve
months, or
(b) upon the security of shares of
the Bank (Subs.
by Ordinance 52 of 1960, s. 15, for ", or".) [;]
(The original sub‑clause
(c) omitted, ibid.)* * * * * *
(2) the Bank shall not discount or
buy or advance or lend to any individual or partnership‑firm an amount
exceeding in the whole at any one time such sum as may be prescribed;
(3) the Bank shall not discount or
buy or advance or lend or open cash‑credits on the security of any negotiable
instrument of any individual or partnership‑firm, payable in the town or at the
place where it is presented for discount, which does not carry on it the several
responsibilities of at least two persons or firms unconnected with each other
in general partnership:
Provided that nothing in this
section shall be deemed to prevent the Bank from (Subs. by the National Bank of Pakistan
26A. Exceptions. (Subs. ibid., s. 16, for section 26A which was ins. by the National
Bank of Pakistan Ordinance (Amdt.) Act, 1953 (29 of 1953), s. 4.) Notwithstanding anything contained in sections 25 and 26
the Bank is authorised to‑
(1) grant advances or loans to its
officers and staff for the purpose of building residential houses, including
the cost of land, on such security, including immovable property, and on such
terms and conditions and for such periods as may be prescribed;
(New cl. (1a) ins. by the
National Bank of Pakistan
Provided that the amount of advances
and loans outstanding at any time under this clause shall not exceed five
percent. of the total amount of bank deposits at such time;]
(2) grant or subsidise, from time to
time, pensions, gratuities, bonuses or other funds created for the benefit of
its officers and staff or their dependents;
(3) contribute to the promotion of
research in banking and allied subjects; and
(4) donate funds for any charitable
objects or to any charitable institutions or societies.]
CHAPTER VI
MISCELLANEOUS
27. Auditors.‑(1)
Not more than two auditors who shall be Registered Accountants shall be
elected and their remuneration fixed at the general meeting. The auditors may
be shareholders, but no Director or Member or other officer of the Bank shall
be eligible during his continuance in office. Any auditor shall be eligible on
quitting office for re‑election.
(2) The first auditors of the Bank
may be appointed and their remuneration fixed by the Central Board before the general
meeting and if so appointed shall hold office only until the first general
meeting. All auditors elected under this section shall severally be and
continue to act as auditors until the first general meeting after their
respective elections:
Provided that if any casual vacancy
occurs in the office of any auditor elected under this section, the vacancy may
be filled by the Central Board.
28. Government auditors.
Without prejudice to anything contained in the foregoing provisions, the
Central Government may appoint such auditors as it thinks fit to examine and
report upon the accounts of the Bank.
29. Rights and duties of auditors.‑(1) Every auditor shall be supplied with a copy of the
annual balance sheet and statement of profit and loss and it shall be his duty
to examine the same, with the accounts and vouchers relating thereto. Every
auditor shall have list livered to him of all books kept by the Bank, and shall
at all reasonable times have access to the books, accounts and other documents
of the Bank, and may, at the expense of the Bank if appointed by it, and at the
expense of the Central Government if appointed by it, employ accountants or
other persons to assist him in investigating such accounts, and may, in
relation to Such accounts examine any Director, or any Member or any other
officer of the Bank.
(2) The auditors shall make a report
to the shareholders or to the Central Government as the case may be, upon the
annual balance sheet, the statement of profit and loss and accounts, and in
every such report they shall state whether, in their opinion, the balance sheet
and the statement of profit and loss are full and fair statements containing
the prescribed particulars and properly drawn up so as to exhibit a true and
correct view of the state of the Bank's affairs, and in case they have called
for any explanation or information from the Central Board or a Local Board,
whether it has been given and whether it is satisfactory. Any such report made
to the shareholders shall be read together with the report of the Central Board‑ at the general meeting.
30. Acceptance of liabilities. The Bank shall accept and honour all liabilities,
obligations and commitments incurred and made by the Promotors Company,
Limited, formed to provide for the establishment of the Bank in accordance with
the rights and powers with which that Company, is invested by its Memorandum of
Association.
31. Liquidation of the Bank. Nothing in the Companies Act, 1913, shall apply to the
Bank, and the Bank shall not be placed in liquidation save by order of the
Central Government, and in such manner and under such terms and conditions,
including the terms as to calls on and forfeiture of shares, as the Central
Government may by its order of liquidation direct, VII of 1913.
32. Power of the Central Board to make bye‑laws.‑(1) The Central Board may, with the previous approval of
the Central Government, make bye‑laws not inconsistent with this Ordinance to
provide for all matters for which provision is necessary or convenient for the
purpose of giving effect to the provisions of this Ordinance.
(2) In particular and without
prejudice to the generality of the foregoing provisions, such bye‑laws may
provide for all or any of the following matters, namely :‑
(i) the maximum amounts which may be
advanced or lent to, or for which bills may be discounted for or purchased
from, any individual or partnership‑firm with or without security;
(ii) the conditions subject to which
alone advance: may be made to Directors, Members or (The word “other” omitted by the National
Bank of Pakistan Ordinance (Amdt.) Act, 1953 (29 of 1953), s. 5.) * officers (Ins. ibid.,) [or other staff] of the Bank, or the relative of such Directors,
Members or officers, (Ins. by the National Bank of Pakistan Ordinance (Amdt.) Act,
1953 (29 of 1953), s. 5.)[or
other staff] or to companies, firms or individuals with which or with whom such
Directors, Members, officers (Ins. by the National Bank of Pakistan Ordinance (Amdt.) Act,
1953 (29 of 1953), s. 5.) [or
other staff] or relatives are connected as partners, directors, managers,
servants, shareholders or otherwise;
(iii) the manner in which and the
conditions subject to which the Bank may take over the business, including the
capital, assets and liabilities, of any other bank;
(iv) the granting of advances or
loans to any other bank for the purpose of averting or facilitating its winding
up;
(v) the procedure and manner in
which the capital of the Bank may be increased or reduced;
(vi) the acquisition, maintenance
and transfer of the Bank's residential and business premises;
(vii) the contents, maintenance,
inspection and closure of the principal and branch registers of shareholders;
(viii) the books and accounts to be
kept at the various offices of the Bank;
(ix) the balancing of accounts and
ascertainment of profit and loss;
(x) the form and manner in which the
balance sheet and the statement of profit and loss shall be drawn up; ''
(xi) the determination and payment
of dividend and transfer of profits to reserves;
(xii) the preparation and
"transmission of returns to the Registrar of Joint Stock Companies and to
the Central Government;
(xiii) the evidentiary value, form,
issue and renewal of certificates of shares;
(xiv) the calls on shares, the
payment of such calls, joint and several liabilities of shareholders respect of
such calls, the Bank's lien on the manner of its enforcement, the application
of proceeds of sale;
(xv) the manner in which and the
conditions subject to which shares may be allotted, held, transferred and
transmitted and generally all matters relating to the rights and duties of
shareholders;
(xvi) the manner in which general
and special meetings shall be convened and held, the quorum thereat, the
procedure to be followed at such meetings, the manner in which votes may be
exercised and the appointment and election of Chairmen of such meetings;
(xvii) the manner in which local and
special local meetings shall be convened and held, the quorum thereat, the
procedure to be followed at such meetings, the manner in which votes may be
exercised and the appointment and election of Chairmen of such meetings;
(xviii) the powers exercisable by
local and special local meetings;
(xix) the holding and conduct of
elections under this Ordinance;
(xx) the final decisions on doubts
and of disputes regarding the qualifications of candidates, or the validity of
elections;
(xxi) the manner in which meetings
of the Central and Local Boards shall be convened and held, their quorum, the
procedure to be followed at such meetings, votes of Directors, Members and ex
officio Members and the manner in which they may be exercised, and the
appointment or and election of Chairmen of such Boards;
(xxii) the effect of vacancies in
the Central or Local Boards and of subsequent discovery of disqualifications
of a Director or Member;
(xxiii) the obligations and
immunities of Directors and Members and their remuneration, if any;
(xxiv) the distribution of business
amongst the Directors and Member, and their remuneration, if any;
(xxxv) the powers of the Local
Boards and the limits within which they shall exercise such powers;
(xxvi) the delegation of any powers
of the Central or Local Boards to committees consisting of Directors or
Members, as the case may be, and the conduct of business in such committees;
(xxvii) the establishment and
discontinuance of branches and agencies in Pakistan
(xxviii) the recruitment of officers
and staff of the Bank including the terms and conditions of their service, and
the constitution and management of staff and superannuation funds for the
officers and servants of the Bank;
(xxix) the authority to draw,
accept, endorse and execute documents on behalf of the Bank;
(xxx) the provision of common and
official seals of the Bank and the manner and effect of their use;
(xxxi) the manner and form in which
contracts binding on the Bank may be executed;
(xxxii) the conduct (Ins. by the
National Bank of Pakistan
(xxxiii) the addresses of
shareholders and the issue and service of notices;
(xxxiv) the service of notice on the
Bank; and
(xxxv) generally, for the efficient
conduct of the business, discharge of functions and management of the Bank.
33.
[Omitted.] [Transitional provisions.] Omitted
by tire National Bank of Pakistan
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