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011019
The Gazette of Pakistan
ISLAMABAD, FRIDAY, OCTOBER 19, 2001
PART I
Acts, Ordinances, President’s Orders and Regulations
GOVERNMENT OF PAKISTAN
MINISTRY OF LAW, JUSTICE, HUMAN RIGHTS AND PARLIAMENTARY AFFAIRS
(Law, Justice and Human Rights Division)
Islamabad, the 19th October, 2001
F.No. 2(1)/2001-Pub.—The following Ordinance promulgated by the President is hereby published for general information:-
ORDINANCE NO. LVI OF 2001
AN
ORDINANCE
to amalgamate the Regional Development Finance
Corporation and the Small Business Finance Corporation and to convert them into a public
limited company
WHEREAS it is expedient to provide for the amalgamation and conversion of the Regional
Development Finance Corporation and the Small Business Finance Corporation into a public
limited company and for matters connected therewith or ancillary thereto;
AND WHEREAS the President is satisfied that the circumstances exist which render it
necessary to make immediate action:
NOW, THEREFORE, in pursuance of the Proclamation of Emergency of the fourteenth day of
October, 1999, ad the Provisional Constitution Order No. 1 of 1999, read with the
Provisional Constitution (Amendment) Order No. 9 of 1999, and in exercise of all powers
enabling him in that behalf, the President of the Islamic Republic of Pakistan is pleased
to make and promulgate the following Ordinance:-
1. Short title, extent and commencement.— (1) This Ordinance may be
called the Regional Development Finance Corporation and Small Business Finance
Corporation, (Amalgamation and Conversion) Ordinance, 2001.
(2) It extends to the whole of Pakistan.
(3) It shall come into force at once.
2. Definitions.—(1) 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 RDFC or SBFC, as the case may be;
(b) "company" means the company formed and registered pursuant to section 4:
(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 the RDFC or SBFC, as the case may be,
including employment, investment, sales and financial contracts with whomsoever;
(d) "effective date" means the date specified in the Order;
(e) " liabilities" means all liabilities lawfully incurred by the RDFC or SBFC,
as the case may be, and includes duties of every king imposed thereon;
(f) "Order" means an order made by the Federal Government under sub-section (1)
of section 5:
(g) "proceedings" includes application, appeals, awards, reviews and revisions
filed or pending in any suit, arbitration or other legal or administrative proceedings;
(h) "RDFC" means the Regional Development Finance Corporation established under
the Regional Development Finance Corporation Ordinance, 1985, (XXXII of 1985);
(i) "SBFC" means the Small Business Finance Corporation established under the
Small Business Finance Corporation Act, 1972 (XXIX of 1972);
(j) "transfer" means the transfer of assets, contracts, liabilities, proceedings
and undertakings of the RDFC or SBFC as the case may be, to the company; and
(k) "undertaking" includes all projects, ventures and any other operations
undertaken by the RDFC or SBFC, as the case may be, individually or in collaboration with
some other person.
(2) All expressions and words used but not defined in this Ordinance shall have the same
meanings as in the Companies Ordinance, 1984 (XLVII of 1984);
3. Amalgamation of the RDFC and SBFC.—Within ninety days of the
promulgation of this Ordinance, the Federal Government shall, in consultation with the
RDFC and SBFC and their shareholders, prepare a scheme for the amalgamation of the RDFC
and SBFC into a company.
4. Registration of the company—(1) Pursuant to the scheme for
amalgamation made under section 3, the Federal Government shall, in collaboration with the
shareholders of the RDFC and SBFC, form a pubic limited company and register the same
under the Companies Ordinance, 1984 (XLVII of 1984).
(2) Notwithstanding anything contained in section 470 of the Companies Ordinance, 1984
(XLVII of 1984), and the Sixth Schedule thereto, the company shall be exempt from the
payment of any registration fee or any other charges for the purpose of its registration.
(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) No stamp duty or nay other chares 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 the RDFC and SBFC to the company or any shares
or securities issued in favour of the shareholders or financiers of the RDFC and SBFC by
the company.
5. Transfer and vesting of assets, contracts, liabilities, proceedings and
undertakings.—(1) Subject to section 3, after the registration of the
company, the Federal Government shall be an order, published in the official Gazette,
direct that all the assets, contracts, liabilities, proceedings and undertakings of the
RDFC and SBFC stand transferred to, and vest in the company on the date specified therein,
on such terms and conditions a may be determined by the Federal Government in this behalf.
(2) the order shall, inter alia, provide for the following namely:-
(a) The transfer of all the assets, contracts, liabilities, proceedings and undertakings
of the RDFC and SBFC, to the company;
(b) the allotment of shares or debentures of the company to the shareholders,
debenture-holders or bond-holders of the RDFC and SBFC in proportion to their shares,
debentures, bonds or other securities in the RDFC or SBFC as the case may be, after
determining the net asset value of both the RDFC and SBFC on the effective date;
(c) the dissolution of the RDFC and SBFC from the effective date; and
(d) such incidental, consequential and supplement matters as are necessary to secure the
amalgamation and transfer under this Ordinance.
(3) Without prejudice to the provisions of section 146 of the Companies Ordinance, 1984
(XLVII of 1984), the company shall, upon transfer, continue all undertakings o the RDFC
and SBFC as were being carried on immediately prior to the effective date.
6. Continuation of taking deposits and other business.—(1)
Notwithstanding anything contained in any other law for the time being in force, the
company shall take and maintain existing deposits, continue lending and any other business
which were being undertaken by the RDFC and SBFC, respectively, without prejudice to the
application to the State Bank of Pakistan or a license to transact banking business.
(2) The company shall be authorized to use the word "ban" or any of its
derivatives as a part of its name.
Explanation.—For the purposes of this section the expression "existing
deposits" means deposits received by the company as part of the transfer.
7. Continuation of service in the company.—(1) All permanent
employees of the RDFC and SBFC who were continuously in the service of the RDFC or, as the
case may be, SBFC for a period of one year immediately before the effective date shall
stand transferred to, and become the employees of, the company as the effective date on
the same terms and conditions and shall be subject to the same rules and regulations as
were applicable to them before the effective date.
(2) No person transferred to the company pursuant to sub-section (1) shall be entitled to
any compensation as a consequence of transfer to the company.
8. Contracts and proceedings.—(1) All contracts subsisting or having
effect immediately before the effective date, to which the RDFC, or SBFC may have been a
party or beneficiary shall be deemed to have been made by the company.
(2) All proceedings by or against or relating to the RDFC or SBFC 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 the RDFC or SBFC, as the case may be.
9. Bar to 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 of other legal proceedings shall
lie against the Federal Government, the RDFC, the SBFC, 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.—This Ordinance shall have
effect notwithstanding anything 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.— The Regional Development Finance Corporation Ordinance,
1985 (XXXII of 1985), and the Small Business Finance Corporation Act, 1972, (XXIX), shall
stand repealed on the effective date.
GENERAL,
PERVEZ MUSHARRAF,
President
MR. JUSTICE
FAQIR MUHAMMAD KHOKHAR,
Secretary
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