HOW PIA WAS CHANGED INTO PUBLIC LIMITED COMPANY WITH GOVERNMENT HAVING 51% SHARES ONLY FROM A CORPORATION THAT WAS MADE IN 1956 SECRETLY AND SILIENTLY WITHOUT THE EMPLOYEES BIENG IN KNOWLEDGE AND ALSO KEEPING IN DARK PEOPLE OF PAKISTAN BY NAWAZ SHARIF IN 2016
PML MUSLIM LEAGUE GOVERNMENT BY PASSING A ACT FROM PARLIAMENT OF PAKISTAN . CHANGED PIAC INTO PIAL
KNOW THE DIFFERNECE BETWEEN THE PIAC CORPORAION AND CURRENT PIAL AS PUBLIC LIMITED COMPANY .
THESE ARE THE FIRST STEPS TOWARDS PRIVITIZATIONS , A PROFITBALE AIRLINE COMPANY IS BEING MADE LOSS SHOWING BY FRAUD , AS THE BUYERS WANT TO GET IT ON LOW PRICE.
IT IS START OF LOOT BAZAR , AS THE CORE BUSINESS OF AIRLINE IS VERY PROFITABE BUT THE ALLIED ENTITIES ARE NOT PROFITTABLE LIKE REAL ESTATE AND HOTELS AND ENGINEERING SECTION AND ALSO CARGO BUSINESS AND THE PROCURMENT OF SPARES AND OIL ARE LOSS MAKING BUT ARE NOT FIXED BY CURRENT PIA MANAGERS ,
AS THE BUYERS WILL BUY THE PROFITABLE SECTION OF PIA AIRLINE AND LEAVE THE LOSS MAKING ENTITIES TO PAKISTAN GOVERNMENT A CUNNING SCHEME OF FRAUD UNDER PROCESS AND PIA EMPLOYEE WILL BE LAID OFF ON ONE PRETEXT OR ANOTHER BY MAKING THIER LIVES MISERABLE .
The Pakistan International Airlines
Corporation (Conversion) Act, 2016
ACT NO. XV OF 2016
[19th April 2016]
An Act to provide for setting up of the
Pakistan International Airlines Corporation into a public limited company
WHEREAS it is expedient to provide for
conversion of the Pakistan International Airlines Corporation into a public
limited company under the Companies Ordinance, 1984 (XLVII of 1984) and to deal
with ancillary matters;
It is hereby enacted as follows:---
1. Short title, extent and commencement.—(1) This
Act may be called the Pakistan International Airlines Corporation
(Conversion)Act, 2016.
(2) It extends to the whole
of Pakistan.
(3) It shall come into force at once.
2. Definitions.—In this Act,
unless there is anything repugnant in the subject or context,---
(a)
“arrangement” means
an arrangement in writing between the Company and any relevant entity setting
forth the terms, conditions and manner of transfer of one or more assets of the
Company to a relevant entity along with the consideration for the same, which
transfer is subject to be provisions of section 4;
(b)
“assets” includes
all properties, rights and entitlements of every description and nature
whatsoever, whether present or future, actual or contingent, and tangible or intangible,
in Pakistan or elsewhere and includes but not limited to property held on
trust, both movable and immovable, benefits, claims, receivables, cash
balances, documents, investments, privileges and powers;
(c)
“Company” means
Pakistan International Airlines Corporation Limited incorporated under the
Companies Ordinance;
(d)
“Companies Ordinance” means the Companies Ordinance, 1984 (XLVII of 1984);
(e)
“Company request” means a written request made by the Company to the
Federal Government to issue an order pursuant to section 4 to effect transfer
to a relevant entity of specified assets in terms of the relevant arrangement,
provided nevertheless, such request may only be made once the Company has to
that extent complied with the provisions of sub-section (3) of section 196 of
the Companies Ordinance and the applicable code of corporate governance;
(f)
“conversion” with
all its cognate expressions means, in accordance with the provisions of this
Act, the conversion of the Corporation into a Company;
(g)
“commencing date” means the date of promulgation of this Act;
(h)
“Corporation” means
the Pakistan International Airlines Corporation established under the Pakistan
International Airlines Corporation Act, 1956 (XIX of 1956);
(i)
“liabilities” includes
all borrowings, duties, obligations, loans encumbrances of every description
and nature whatsoever in Pakistan or elsewhere, whether present or
future, actual or contingent, and disclosed or undisclosed;
(j)
“order” means
any order issued by the Federal Government pursuant to sub-section (1) of
section 4 and notified in the official Gazette and the expression “orders”
shall be construed accordingly;
(k)
“PIAC Act” means
the Pakistan International Airlines Corporation Act, 1956 (XIX of 1956);
(l)
“proceedings” includes
any suit, arbitration or other legal or administrative proceedings
applications, appeals, awards, reviews or revisions filed or pending;
(m)
“relevant entity” means any body corporate or company owned or
controlled by the Federal Government or the Federal Government itself;
(n)
“specified assets” means the assets specified in the relevant
arrangements;
(o)
“undertakings” include
all projects, ventures and operations undertaken by the Corporation,
individually or collectively, in collaboration with some other person; and
(p)
“validity period” means the period starting from the commencing date and
ending on the second anniversary of the commencing date, or on such earlier
date as may be notified by the Federal Government in the official Gazette.
3. Conversion of Corporation into a
Company.—(1) The Corporation shall be deemed to have been converted into a
public company limited by shares with effect from the commencing date.
(2) As and from the commencing date,---
(a) the Company shall be deemed to hold
and own all assets and liabilities of the Corporation without any conveyance,
alienation or assignment and without any further act, deed or registration and
without discharging or invalidating any contract; and
(b) without prejudice to the generality
of the foregoing clause, the Company shall,---
(i) be entitled to the
benefit of all notifications, licenses, permissions, sanctions, authorizations,
concessions, decrees, air service agreements, orders and benefits whatsoever
issued or granted in favour of the Corporation as on the commencing date,
including, butnot limited to the permission connected with the listing of the
securities of the Corporation on the relevant stock exchanges; and
(ii) be deemed to have
taken over and shall be entitled to enforce, all rights, licenses, grants and
concessions and to have assumed all liabilities of the Corporation and shall be
liable to pay and discharge all liabilities of every description and nature
whatsoever of the Corporation.
(3) The shareholders of the Company shall
be deemed without any fresh issuance of shares to own and hold the same number
of fully paid shares with such rights and privileges (including as to class,
kind and face value) as they owned and held in the Corporation on the
commencing date; and the authorized capital of the Company shall be deemed to
be equivalent to the authorized capital of the Corporation as on the commencing
date and no fee or charges shall be payable in this regard.
(4) An proceedings of every description
and nature whatsoever by or against or relating to the Corporation pending on
the commencing date in any court, tribunal, or other authority shall be
continued, defended, prosecuted and enforced by or against or relating to the
Company in the same manner and to the same extent as they would have been
continued, defended, prosecuted and enforced by or against or relating to the
Corporation, and the same shall not abate, be discontinued, prejudiced or
otherwise affected by the provisions of this Act.
(5) The Company shall be deemed to be the
successor-in-interest of the Corporation, and the name of the Company shall be
deemed to have been substituted for the name of the Corporation in all
contract, agreements, licenses, orders, certificates, powers of attorney,
consents, undertakings, leases, grants, concessions, records of Central
Depository Company. of Pakistan
Limited and all other instruments or documents of every description and nature
whatsoever relating to the Corporation and no objection shall be entertained by
any court, tribunal or authority in regard to such substitution or on the
ground that any such contract, agreement or document as aforesaid was, or is,
I, or with, the name of the Corporation and not the Company.
(6) All employees of the Corporation shall
be deemed to be employees of the Company on the same remuneration and other
conditions of service, rights and privileges including but not limited to the
provisions as to their pension, provident fund and gratuity, as the case may
be, and other matters as were applicable to them before the conversion,
including all existing retirement benefits of the employees whether funded or
non-funded:
Provided that,---
(i) notwithstanding
anything contained in this Act or any other law, or any decision of any court
or tribunal, the employees of the Company shall continue to be governed by
non-statutory contractual terms, conditions, rules and regulations of service
and such terms, conditions, rules and regulations which shall not acquire, or
be deemed to have acquired or be treated as laving acquired, statutory status;
(ii) no person deemed
to be employed by the Company under this section shall be entitled to any
compensation or benefit as a consequence of the conversion of the Corporation
into a Company;
(iii) the salaries,
emoluments and all other terms of service of employees, whether permanent or
contractual, shall not be changed to their disadvantage; and
(iv) pensions and other
existing obligations of the Corporation to retired employees shall not be
changed to their disadvantage.
(7) Notwithstanding the provisions of
section 146 of the Companies Ordinance, the Company shall, upon conversion,
continue all business and undertakings of the Corporation as were being carried
on immediately prior to the commencing date.
4. Power to pass orders for-the transfer of assets.—(1) During
the validity period and subject to a prior Company request, the Federal
Government may issue orders providing for the transfer of specified assets to a
relevant entity substantially on the terms set forth in the relevant
arrangement.
(2) The orders shall be binding on the
Company, the relevant entity and any other person having any right, claim or
liability in relation to the Company or any relevant entity.
(3) As and from the date specified in the
order, the specified assets shall, by virtue and to the extent provided in the
relevant order, stand transferred to, and vest in, the relevant entity, without
any conveyance, alienation or assignment and without any further act, deed or
registration and without discharging or invalidating any contract, and be
subject to the terms of the relevant order in all cases.
(4) Representation on the Board of
Directors and all other rights and privileges of shareholders of the Company,
or any of its subsidiary companies carrying on air-transport business, shall be
proportionate to their share-holding.
Explanation.—Management
control of the Company and any of its subsidiary companies in the above
circumstances shall continue to vest in the majority share-holder, which shall
be the Federal Government and whose share shall not be less than fifty one
percent.
(5) The Federal Government shall carry out
or cause to be carried out valuation of the assets of the Company, and its
subsidiary companies carrying on air-transport business, by a recognized
valuator before transferring any shares of these companies to a third party.
(6) The Public Procurement Regulatory
Authority Ordinance, 2002 (Ordinance XXII of 2002) and rules framed thereunder,
as presently applicable, shall continue to apply to all transactions under this
Act.
5. Guarantees to remain in force.—Notwithstanding the
repeal of the PIAC Act, all guarantees given by the Federal Government to any
person, including foreign or local institutions, to secure any of the
liabilities of the Corporation shall remain in full force and affect as though
they were given on behalf of the Company.
6. Waiver from taxes, duties, fee etc.—The Federal
Government may, by notification in the Official Gazette, waive any tax, duty,
fee or any other charge that may be payable unler any Federal law for the time
being in force.
7. Name and Headquarters of Company.—(l) The name of the
Company shall not be changed without the consent, in writing, of the Federal
Government.
(2) The Headquarters of the Company and
any of its subsidiary companies carrying on air-transport business shall be
at Karachi.
8. No gain or loss.—Neither the
conversion nor the transfer of any asset of the Company through an order shall
given rise to any gain or loss under the Income Tax Ordinance, 2001 (XLIX of
2001).
9. Act to override.— The
provisions of this Act and the orders issued hereunder shall have effect
notwithstanding anything to the contrary contained in any other law for the
time being in force.
10. Removal of transitional difficulties.—if any
difficulty arises during the validity period in giving effect to any provision
of this Act, the Federal Government may, by notification in the official
Gazette, make such provisions as may appear to it to be necessary for the
purpose of removing such difficulty.
11. Repeal.—(1) The PIAC Act
is hereby repealed.
(2) On repeal of PIAC Act under
sub-section (1), nothing contained in the said Act shall be applicable to the
Company, its shareholders or any other person that may have had interest in the
Corporation immediately prior to the conversion.
PIA CORPORATIONS ACT 1956 WHICH WAS REMOVED
he
Pakistan International Airlines Corporation Act, 1956
1ACT NO. XIX OF 1956
[18th April, 1956]
An Act to establish the Pakistan
International Airlines Corporation
WHEREAS it is necessary to provide for the
establishment of a Corporation to facilitate acquisition of the air‑transport
undertaking of the Orient Airways Limited, and to make further and better
provision for the operation and development of air‑transport services and
purposes connected therewith;
It
is hereby enacted as follows:---
1.
Short title, extent and commencement.___(1) This Act may be
called the Pakistan International Airlines Corporation Act, 1956.
(2)
It extends to the whole of Pakistan.
(3)
It shall come into force at once.
2.
Interpretation. In this Act, unless there is anything repugnant in the
subject or context,---
(a) “Board” means the Board of Directors
of the Corporation;
2[(aa)
“Chairman” means Chairman of the Board;]
(b) “Corporation” means the Pakistan
International Airlines Corporation established under this Act; and
(c) “prescribed” means prescribed by rules
or regulations made under this Act.
1 For
Statement of Objects and Reasons, See Gaz. of Pak., 1956,
Ext., dated the 5th April, 1956, p. 586.
2 Cl.
(aa) ins. by the Pakistan International Airlines Corporation (Amdt.) Act, 1975
(1 of 1976), s. 2 (w.e.f. 8th January, 1976).
3. Establishment and incorporation.___ (1)
As soon as may be after the commencement of this Act, the 1[Federal
Government] shall establish a Corporation to be called the Pakistan
International Airlines Corporation.
(2) The Corporation shall be a body
corporate by the name of the Pakistan International Airlines Corporation,
having perpetual succession and a common seal with power, subject to the provisions
of this Act, to acquire and hold property both movable and immovable and to
carry out the functions and duties of the Corporation under this Act, and shall
by the said name sue and be sued.
4. Functions of the Corporation.___ (1)
It shall be the function of the Corporation to take over the undertaking of the
Orient Airways Limited hereinafter in this Act referred to as the “said
Company” and all such under-takings of the 1[Federal
Government] as were undertaken for the purposes of the Corporation and, subject
to the provisions of the 2[Civil Aviation Ordinance, 1960] to
provide and further develop safe, efficient, adequate, economical and properly
co‑ordinated air‑transport services, internal as well as international ; and
the Corporation shall so exercise its powers as to secure that air‑transport
services are developed to the greatest possible advantage in the interests of
the country.
(2) Without prejudice to the generality of
the powers conferred by sub‑section (1) the Corporation shall in particular
have power,---
(a) to
operate any air‑transport service or any flight by aircraft for a commercial or
other purpose, and to carry out all forms of aerial work;
3[(aa) to
acquire, own, run, manage, or participate in the running or management of, any
hotel or business connected therewith;]
1 Subs. by F.A.O., 1975, Art. 2 and Table, for “Central
Government” (w.e.f. 28th July, 1975).
2 Subs.
by the Federal Laws (Revision and Declaration) Ordinance, 1981 (27 of 1981), s
. 3 and II Sch.
3 New
cl. (aa) ins. by the Laws Amendment Ordinance, 1965 (39 of 1965), s. 3, (w.e.f.
4th October, 1965).
(b) to
provide for the instruction and training in matters connected with aircraft or
flight by aircraft of persons employed or desirous of being employed either by
the Corporation or by any other person ;
(c) with
the previous approval of the 1[Federal Government], to promote
any organisation outside Pakistan for the purpose of engaging in any
activity of a kind which the Corporation has power to carry on ;
(d) to
acquire, hold or dispose of any property, whether movable or immovable, or any
air‑transport undertaking ;
(e) to
repair, overhaul, reconstruct, assemble or recondition aircraft, vehicles or
other machines and parts, accessories and instruments thereof or therefor and
also to manufacture such parts, accessories and instruments, whether the
aircraft, vehicles or other machines are owned by the Corporation or by any
other person ;
(f) to
do all things incidental to or connected with any of the matters referred to in
sub‑section (1) and in clauses (a) to (e).
(3) In discharging its functions the
Corporation shall have careful regard to business principles.
5. Administration of the affairs of the
Corporation.___ (1) The general direction and the
administration of the Corporation and its affairs shall vest in the Board of
Directors which may exercise all powers and do all acts which may
be exercised or done by the Corporation.
(2) The 1[Federal
Government] may, as and when it considers necessary, issue directives to the
Corporation on matters of policy, and such directives shall be binding on the
Corporation. If a question arises whether any matter is a matter of policy or
not, the decision of the 1[Federal Government] shall be final.
1 Subs.
by F.A.O., 1975, Art. 2 and Table, for “Central Government” (w.e.f. 28th July,
1975).
1[6.
The Board of Directors.___ (1) The Board of
Directors shall consist of the following 2[eleven] Directors,
namely:---
(a) The
Chairman;
(b) 3[eight]
Directors to be nominated by the Federal Government; and
(c) two
Directors to be elected by shareholders other than the Federal Government.
(2)
Every Director, other than the Chairman, shall,---
(a) perform
such special duties as the Board may, by regulations, assign to him; and
(b) receive
such remuneration, fees or allowances, and enjoy such privileges, as the
Federal Government may determine].
7.
Terms of office of Directors.___ (1) An appointed
Director 4* * *
shall hold office for a term of three years unless sooner removed by the 5[Federal
Government], and may be appointed thereafter for a further term or terms of
such duration as the 5[Federal Government] may in appointing
him therefor, determine.
(2)
An elected Director 6* * *
shall hold office for a term of three years and continue in office after the
expiry of his term until his successor is elected, and shall be eligible for re‑election.
1 The
original section 6 has been Subs. by the Pakistan International Airlines, Corporation
(Amdt.) Act, 1975 (1 of 1976), s. 3 (w.e.f. 8th January,
1976), which have successively been amended by the Pakistan
International Airlines Corporation (Amdt.) Ordinance, 1959 (19 of 1959), s. 2 (w.e.f.
2nd April, 1959), the Pakistan International Airlines
Corporation (Amdt.) Ordinance, 1960 (40 of 1960), s. 2 (w.e.f. 6th October,
1960), and F.A.O., 1975, Art. 2 (w.e.f. 28th July, 1975)
to read as above.
2 Subs.
by the Pakistan International Airlines (Amdt.) Ordinance, 1983 (4 of
1983), s. 2, for “ten”.
3 Subs. ibid., for
“seven”.
4 The
words “other than the Managing Director” were first ins. by Ord. 19 of
1959, s. 3 and then omitted by Act 1 of 1976, s. 4.
5 Subs.
by F.A.O., 1975, Art. 2 and Table, for “Central Government”.
6 The
original words “or a Director who is deemed to be elected” omitted
by Ord. 19 of 1959, s. 3.
(3)
A casual vacancy in the office of a Director shall be filled by appointment or
election, as the case may be, and a Director elected to fill a vacancy shall
hold office for the unexpired period of the term of his predecessor:
Provided
that it shall not be necessary to elect a Director to fill a casual vacancy of
an elected Director occurring within three months of the end of the term in
which it occurs.
(4)
Directors who are not servants of the Government shall be paid such fees for
attending the meetings of the Board or of any executive committee appointed by
the Board of which they are members as may be prescribed by the Board.
(5)
No act or proceeding of the Board shall be invalid merely on the ground of the
existence of any vacancy in, or any defect in the constitution of the Board.
1[8.
Chairman.___ (1) The Federal Government shall appoint a
Chairman of the Board, who shall be the chief executive of the Corporation.
(2)
The Chairman shall, unless removed earlier, hold Office for a period of three
years on such terms and conditions as the Federal Government may determine; and
shall, subject as aforesaid, be eligible for re-appointment.
(3)
The Chairman shall exercise such powers and perform such functions as may be
assigned to him by the Board or as the Federal Government may, from time to
time, determine.
(4)
The Chairman shall receive such remuneration, fees or allowances, and enjoy
such privileges, as the Federal Government may determine.
1 Ss.
8 and 8A have been subs. by the Pakistan International Airlines Corporation
(Amdt.) Act, 1975 (1 of 1976), s. 5 (w.e.f. 8th January,
1976), for the original s. 8 which has successively been amended by the
Pakistan International Airlines Corporation (Amdt.) Ordinance, 1959 (19 of
1959), s. 4 (w.e.f. 2nd April, 1959), the Pakistan
International Airlines Corporation (Amdt.) Act, 1966 (17 of 1966), s. 2 (w.e.f.
18th June, 1966), and F.A.O., 1975, 1975, Art. 2 and Sch. (w.e.f.
28th July, 1975), to read as above.
8A.
Managing Director. ___ (1) There shall be a Managing
Director of the Corporation, who shall be appointed by the Federal Government
after consultation with the Chairman.
(2)
The Managing Director shall hold office for such period, and be subject to such
terms and conditions of service, as the Federal Government may determine after
consultation with the Chairman.
(3)
The Managing Director shall exercise such powers and perform such functions as
may be prescribed by the Board and as the Chairman may assign to him from time
to time.].
9.
Disqualification of Directors.___ (1) No person shall be
appointed or elected or shall continue to be a Director who,---
(a) is
or at any time has been convicted of an offence involving moral turpitude; or
(b) is
or at any time has been adjudicated insolvent; or
(c) is
found lunatic or becomes of unsound mind; or
(d) is
a minor.
(2)
No person 1[other than the 2[Chairman]] 3[or
a person specified by the Federal Government] shall be appointed or elected or
shall continue to be a Director who is or who becomes a member of the salaried
staff of the Corporation.
(3)
No Director shall continue in office after absenting himself from three
consecutive meetings of the Board without the leave of the Chairman or, in the
case of the Chairman, of the 4[Federal Government].
1 Ins.
by the Pakistan International Airlines Corporation (Amdt.) Ordinance, 1959, (19
of 1959), s. 5.
2 Subs.
by the Pakistan International Airlines Corporation (Amdt.) Act 1976 (1 of
1976,) “s. 6 for Managing Director”.
3 Ins.
by the Pakistan International Airlines (Amdt.) Ordinance, 1981 (18 of
1981), s. 2.
4 Subs.
by F.A.O., 1975, Art. 2, and Table for “Central Government”.
10.
Appointment of officers, etc. 1[(*)] The Corporation
may appoint such officers, advisers and employees as it considers necessary for
the efficient performance of its functions on such terms and conditions as it
may see fit 2[:]
2[Provided
that, if the Federal Government so directs, the Corporation shall appoint an
officer, adviser or employee having such qualifications, on such terms and
conditions and for performance of such functions as the Federal Government may
specify.]
3* * * * * * *
11.
Meetings of the Board.____(1) The meetings of the Board shall be
held at such time and such places as may be prescribed:
Provided
that a meeting may also be otherwise convened by the Chairman when he so thinks
fit and shall be convened if two or more Directors so request in writing
addressed to the Chairman.
Quorum. (2)
To constitute a quorum at a meeting of the Board not less than 4[three]
Directors shall be present.
(3)
Each Director including the Chairman shall have one vote, and in the event of
an equality of votes the Chairman shall have a casting or a second vote.
(4) 5[In
the absence of the Chairman], the Directors present shall choose one from among
themselves to be the Chairman of the meeting.
1 Sub-section
(1) which was re-numbered by ord. 53 of 1984 has been omitted by the Pakistan
International Airlines (Amdt.) Act, 1989 (7 of 1989), s. 2.
2 Subs.
and added by the Pakistan International Airlines (Amdt.) Ordinance, 1980 (24 of
1980), s. 2.
3 Sub-section
(2), (3) and (4) which were Added by Ord. 53 of 1984, has been omitted by Act 7
of 1989, s. 2.
4 Subs.
by the Pakistan International Airlines Corporation (Amdt.) Ordinance, 1959 (19
of 1959), s. 6, for “five”.
5 Subs.
and shall be deemed to have been so subs. by the Pakistan International
Airlines Corporation (Amdt.) Act, 1966 (17 of 1966), s. 3, (w.e.f. 18th June
1966) for “if for any reason the Chairman is unable to be present at
a meeting”.
12. Head Office. The
Corporation shall establish its head office in Karachi and may
establish offices within Pakistan and abroad if the Board so thinks
fit.
13. Deposit account. The
Corporation may open an account in the National Bank of Pakistan or
in any scheduled bank in Pakistan or, with the prior approval of
the 1[Federal Government], in any other bank in Pakistan.
The Corporation may open an account outside Pakistan in any bank which may be a
scheduled bank according to the law of the country in which the account has to
be opened, or with the prior approval of the 1[Federal
Government] in any bank.
14. Investment of funds. The
Corporation may invest its funds in any securities of the 1[Federal
Government] or a Provincial Government.
15. Borrowing powers. The
Corporation may, with the previous sanction of the 1[Federal
Government] and on such terms and conditions as may be approved by the
Government, borrow in Pakistan currency or in foreign currency.
16. Audit.____ (1)
The accounts of the Corporation shall be audited by not less than two auditors
holding certificates under section 144 of the Companies Act, 1913 (VII of
1913), who shall be appointed by the 1[Federal Government], in
consultation with the Comptroller and Auditor‑General of Pakistan hereinafter
referred to as the Auditor-General, on such remuneration, to be paid by the
Corporation, as the 1[Federal Government] may fix, and the
Auditor‑General shall have the power to give directions to the auditors in
regard to the extent and method of their audit subject to the provisions of the
Companies Act, and to prescribe the forms of accounts to be maintained by the
Corporation consistent with the requirements of that Act.
1 Subs.
by F.A.O., Art. 2 and Table for “Central Government”. (w.e.f. 28th July,
1975).
(2) Notwithstanding the provisions of the
preceding sub-section, the Auditor‑General, where the 1[Federal
Government] is required under section 26 to make good any losses sustained by
the Corporation shall, and in other cases may, either of his own motion or upon
a request received in this behalf from the 1[Federal
Government], undertake such audit of the accounts of the Corporation at such
time as may be considered necessary, and the Corporation shall, at the time of
such audit, produce the account books and connected documents at such place or
places as the Auditor‑General may fix, and furnish such explanations and information
as the Auditor‑General or an officer or officers authorized by him in this
behalf may ask for.
(3) Every auditor appointed under sub‑section
(1) shall be given a copy of the annual balance sheet of the Corporation and
shall examine it together with the accounts and vouchers relating thereto, and
shall have a list delivered to him of all books kept by the Corporation and
shall at all reasonable times have access to the books, accounts and other
documents of the Corporation, and may in relation to such accounts examine any
Director or officer of the Corporation.
(4) The auditors shall report to the
shareholders upon the annual balance sheet and accounts and in their report
they shall state whether in their opinion the balance sheet is a full and fair
balance sheet containing all necessary particulars and properly drawn up so as
to exhibit a true and correct view of the state of the Corporation’s affairs,
and in case they have called for any explanation or information from the Board,
whether it has been given and whether it is satisfactory.
(5) The Board may at
any time issue directions to the auditors requiring them to report to it upon
the adequacy of measures taken by the Corporation for the protection 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 affairs of
the Corporation.
1 Subs.
by F.A.O., 1975, Art. 2 and Table, for “Central Government” (w.e.f. 28th July,
1975).
1[17.
Accounts.___ (1) A statement of its accounts audited by the
auditors referred to in the preceding section and a report by the Directors
thereon shall be furnished to the 2[Federal Government] by the
Corporation 3[within seven months of the close] of every
financial year.
4[(2)
The 2[Federal Government] shall, as soon as possible, lay the
statement and report, received by it under sub‑section (1) before the National
Assembly.]
18.
General meetings.__ (1) A general meeting (hereinafter
referred to as the annual general meeting) shall be held at the head office of
the Corporation annually within six months from the date on which the annual
accounts of the Corporation are closed, and a general meeting may be convened
by the Board at any other time.
(2) The shareholders present at the annual
general meeting shall be entitled to discuss the annual accounts, the annual
report of the Board on the working of the Corporation, and the auditors' report
on the annual balance sheets and accounts.
(3)
Every shareholder holding a share of Rs. 10 shall be entitled to a vote, and to
an additional vote for every additional share of rupees ten ; and for this
purpose two shares of rupees five each shall be reckoned to be the equivalent
of a share of rupees ten.
1 Section
17 was renumbered as sub‑section (1) of that section by the Pakistan
International Airlines Corporation (Amdt.) Act, 1958 (16 of 1958), s. 2 (with
effect from the 18th April, 1956).
2 Subs.
by F.A.O., 1975, Art. 2, and Table for “Central Government” (w.e.f. 28th July,
1975).
3 Subs
by the Pakistan International Airlines Corporation (Amdt.) Ordinance, 1959 (49
of 1959), s. 2, for “as soon as possible after the end” (w.e.f. 3rd September,
1959).
4 Sub-section
(2) added by Act 16 of 1958, s. 2.
19. Declaration of fidelity and
secrecy. Every Director, auditor, officer or
servant of the Corporation shall, before entering upon his duties make a declaration
of fidelity and secrecy in the form set out in the Schedule to this Act.
20. 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 willful act or default.
(2)
A Director shall not be personally responsible for the acts of any other Director
or of any officer or servant of the Corporation for any loss or expense
resulting to the Corporation by reason of the insufficiency or deficiency in
value of or title to any property or security acquired or taken on behalf of
the Corporation, or by the wrongful act of any person under a liability to the
Corporation, or by anything done by him in good faith in the execution of the
duties of his office.
21.
Transfer to the Corporation of the undertaking of the Orient Airways Ltd.____ (1)
On such date as the 1[Federal Government] may by notification
in the official Gazette appoint (hereinafter in this Act referred to as “the
appointed date”), which shall be as soon as may be after the appointment of the
first Board of Directors, under sub‑section (1) of section 6, the entire
undertaking of the said Company shall be 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,
aircraft, cash balance, reserve funds, investments and book debts and all other
rights and interests arising out of such property as were immediately before
the appointed date in the ownership, possession or power of the said Company in
relation to the undertaking whether within or without Pakistan and all books
of account and documents relating thereto, and all borrowings, liabilities and
obligations of whatever kind then subsisting of the said Company in relation to
the undertaking.
1 Subs.
by F.A.O., 1975, Art. 2 and Table, for “Central Government” (w.e.f. 28th July,
1975).
(3) Subject to the other provisions of
this Act, all contracts and working arrangements subsisting immediately before
the appointed date as affecting the said Company shall, in so far as they
relate to the undertaking of the said Company, cease as from the appointed date
to have effect or to be enforceable against the said Company or any person who
was a surety or had guaranteed the performance thereof, and shall be
enforceable and of effect against or in favour of the Corporation in which the
undertaking has vested as if instead of the said Company the Corporation has
been named therein.
(4) Subject to the other provisions of
this Act any proceeding or cause of action pending or existing immediately
before the appointed date by or against the said Company in relation to its
undertaking may as from the appointed date be continued or enforced by or
against the Corporation in which it has vested by virtue of this Act as it
might have been continued or enforced by or against the said Company if this
Act had not been passed, and shall cease to be continued or be enforceable by
or against the said Company or its surety or guarantor.
22. Certain existing arrangements to
continue. All contracts and working arrangements
made and all liabilities incurred by the 1[Federal Government]
before the appointed date in connection with or for the purposes of the
Corporation shall be deemed to be made or incurred by the Corporation and have
effect accordingly.
23. Winding up and dissolution of Orient
Airways Ltd.___ (1) The said Company shall be wound up
voluntarily of in accordance with the provisions of the Companies Act, 1913
(VII of 1913), relating to members voluntarily winding up:
(a) the
winding up of the said Company shall commence on the appointed date without the
passing by the said Company of any special or other resolution for winding
up:---
1 Subs. by F.A.O., 1975, Art. 2 and Table, for “Central
Government” (w.e.f. 28th July, 1975).
(b) the
Directors of the said Company shall not be under any obligation to make any
such statutory declaration as is required by section 207 of the Companies Act,
1913 (VII 1913); and
(c) the
winding up of the said Company shall be conducted by the Directors of the said
Company in office at the appointed day who shall be deemed to be joint
liquidators for the purposes of the said winding up with power to act by a
majority of their number. In case of any of the joint liquidators ceasing to
hold his office as joint liquidator by reason of his death, resignation or
otherwise the remaining joint liquidators shall continue to function as joint
liquidators until the winding up of the affairs of the said Company is
completed.
(2) For the purposes of the winding up and
for any other purpose necessary for enabling it to give effect to the
provisions of this Act, the said Company may after the appointed date retain
temporarily for its own use such offices, books, accounts and documents and the
services of such officers and servants on such terms and conditions as may be
agreed between the Corporation and the said Company, or failing agreement, as
may be determined by the 1[Federal Government].
24. Valuation of
assets of Orient Airways Ltd. and allotment of shares to the shareholders of
Orient Airways Ltd.____ (1)
So soon as may be after the commencement of this Act, the 1[Federal
Government] shall through such persons and in such manner as it thinks fit,
cause as expeditiously as may be a valuation of the net value of the assets of
the said Company (after taking into account all the liabilities of the said
Company) as on the 30th September, 1953, to be completed, and the valuation so
made shall on being approved by the 1[Federal Government] be
notified in the official Gazette and shall be final ; and
1 Subs.
by F.A.O., 1975, Art. 2. and Table, for “Central Government” (w.e.f. 28th July,
1975).
each shareholder of the said Company shall thereupon
be entitled, subject to the provisions of section 25 to receive, in exchange
for his shares in the said Company, shares in the Corporation of a value which
shall be in proportion to the valuation of the total net assets of the said
Company, as approved by the 1[Federal Government] under this
section, to the aggregate amount subscribed on the existing shares of the said
Company.
(2)
No shareholder in the said Company shall be entitled to any other or further
claim, in respect of the shares held by him in the said Company, in the winding
up of the said Company or against the said Company or the Corporation.
25.
Share capital.___ (1) The authorised share capital of the
Corporation shall in the first instance be five crores of rupees.
(2)
The subscribed capital of the Corporation shall in the first instance be
allotted and subscribed to as follows, that is to say,---
(a) shares
of the value of two crores and seventy‑five lakhs of rupees or of the value of
the assets resulting from the investments made by the 1[Federal
Government] for the purposes of the Corporation, as on the 30th September,
1953, and assessed on the basis agreed upon between the 1[Federal
Government] and the said Company, whichever is less, shall be allotted to
the 1[Federal Government] ;
(b) shares
of the value of half a crore of rupees shall be offered to the public for
subscription ; if any shares so offered are not subscribed to by the public under
this clause within six months of the date when the shares are so offered,
the 1[Federal Government] shall subscribe to them ;
1 Subs.
by F.A.O., 1975, Art. 2 and Table, for “Central Government” (w.e.f. 28th July,
1975).
(c) shares
of the value of one crore of rupees or of the value of the net assets of the
said Company as on 30th September 1953, as determined by the
valuation made and approved under section 24, whichever is less shall be
allotted to the shareholders of the said Company in consideration of the
acquisition of the undertaking of the said Company as fully paid‑up
shares 1[;]
2[Provided
that all shares not so allotted before the commencement of the Pakistan
International Airlines Corporation (Amendment) Ordinance, 1962, shall, upon
such commencement, stand allotted to, and be held by, the 3[Federal
Government.].
4[(2A)
If, before the expiry of a period of three years from the commencement of the
aforesaid Ordinance, any person to whom a share has not already been allotted
under clause (c) of sub‑section (2) applies to the Corporation for the
allotment of shares to which he may be entitled under that clause, the 3[Federal
Government] may, on the recommendation of the Board, and after making such
enquiries as it may consider necessary, transfer to such person, out of the
shares held by it under the proviso thereto the shares to which, in the opinion
of the 3[Federal Government], such person is so entitled.]
(3)
The Corporation may increase its capital whenever it thinks fit with the
previous sanction of the 3[Federal Government], and the 3[Federal
Government] may impose such conditions as it considers necessary when
sanctioning any increase.
(4) The 3[Federal
Government,] 5[whether by itself or together with any financial
institution,
1 Subs. by the Pakistan International Airlines
Corporation (Amdt.) Ordinance, 1962 (23 of 1962), s. 2, for full stop (w.e.f.
31st May, 1962).
2 Proviso
added, ibid.
3 Subs.
by F.A.O., 1975, Art. 2 and Table, for “Central Government”. (w.e.f. 28th July,
1975).
4 New
Sub-section (2A) ins. by the Pakistan International Airlines Corporation
(Amdt.) Ordinance, 1962 (23 of 1962), s. 2.
5 Ins.
by the Pakistan Airlines (Amdt.) Act, 1985 (15 of 1985), s. 2.
banking company, insurance Corporation or statutory
Corporation owned, managed or controlled by it,] shall not at any time hold
shares of value less than 51 per cent of the value of the shares issued by the
Corporation.
(5)
All transfers of the shares of the Corporation shall be subject to the
provisions of this Act, and the rules made thereunder.
26.
Limited guarantee against loss. The 1[Federal
Government] shall make good any losses sustained by the Corporation during the
three years next after 30th September, 1953, but not thereafter
unless otherwise determined by the 1[Federal Government].
27.
Liquidation of Corporation. No provision of law relating to the
winding up of companies or corporations shall apply to the Corporation and the
Corporation shall not be wound up save by order of the 1[Federal
Government] and in such manner as the 1[Federal Government] may
direct.
28.
Provisions relating income-tax and Super-tax. For purposes of
the 2[Income-tax Ordinance, 1979 (XXXI of 1979)] the
Corporation shall be deemed to be a company within the meaning of that Act, and
shall be liable to income-tax and super-tax accordingly on its income, profits
and gains.
29.
Power of 1[Federal Government] to make rules. The 1[Federal
Government] may make rules 3 not inconsistent with this
Act for the purpose of giving effect to the provisions of this Act and where
the rules made under this section are inconsistent with the regulations made
under the next succeeding section the rules shall prevail.
30.
Power of Board to make regulations. The Board may with the previous
sanction of the 1[Federal Government], make regulations4 not
inconsistent with this Act to provide for all matters for which provision is
necessary or expedient for the purpose of giving effect of the provisions of
this Act.
1 Subs.
by F.A.O., 1975, Art. 2 and Table, for “Central Government” (w.e.f. 28th July,
1975.)
2 Subs.
by the Federal Laws (Revision and Declaration) Ordinance, 1981 (27 of 1981), s.
2 and II Sch., for “Income Tax Act, 1922”.
3 For
the Pakistan International Airlines Corporation Rules, 1958, Gaz. of Pak.,
1958, Pt. III, pp. 41___ 46.
4 For
Regulations made under this section, see Gaz. of Pal., 1958,
Pt. VII, pp. 13___ 16.
31. Rules and regulations to be held
before the legislature. All rules and regulations made under this
Act shall be published in the official Gazette, and shall come into force upon
such publication and shall be laid thereafter as soon as may be before the
National Assembly.
32. [Repeal
of Ordinance I of 1955 and XXVIII of 1955] Rep. by the Repealing
and Amending Ordinance, 1965 (10 of 1965), s. 2 and Ist. Sch.
THE SCHEDULE
(See Section 19)
DECLARATION
OF FIDELITY
AND SECRECY
I,
………………………………. Hereby declare that I will faithfully, truly and to the best of
my judgment, skill and ability, execute and perform the duties required of me
as a Director, officer, employee or auditor (as the case may be) of the
Pakistan International Airlines Corporation, and which properly relate to any
office or position in the said Corporation held by me.
I
further declare that I will not communicate or allow to be communicated to any
person not legally entitled thereto any information relating to the affairs of
the Corporation nor will I allow any such person to inspect or have access to
any books or documents belonging to or in the possession of the Corporation and
relating to the business of the Corporation.
Signed before me
………………. Signature
……………….
………………. Signature
……………….
Dated….……. Signature
……………….
