Ordinance XX of 1979 · 17 pages
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THE PAKISTAN NATIONAL SHIPPING CORPORATION
ORDINANCE, 1979
CONTENTS
___________
1. Short title and commencement
2. Definitions
3. Standing Orders not to apply
4. Dissolution and amalgamation of N.S.C and P.S.C
5. Establishment and incorporation of Pakistan National Shipping Corporation
6. Functions of the Corporation
7. Transfer and vesting of N.S.C and P.S.C
8. Status quo of certain establishments to continue
9. Valuation of assets of N.S.C and P.S.C and entitlement of their shareholders
10. Issue of share certificates, etc.
11. Share Capital
12. Shares to be approved securities, etc.
13. Administration of the affairs of the Corporation
14. Board
15. Term of office of Directors, etc.
16. Filling of casual vacancies
17. Disqualification of Directors
18. Chief Executive Officer
19. Powers and functions of Chief Executive Officer
20. Functions of the Chief Executive Officer
Page 1 of 18
21. Appointment of officers, etc.
22. Delegation of powers
23. Meetings of the Board
24. Committees of the Board
25. Vacancy, etc., not to invalidate acts or proceedings of Board
26. Head Office and other offices
27. Deposit accounts
28. Investment of funds
29. Borrowing powers
30. Audit
31. Maintenance of accounts
32. Annual Reports
33. General meetings
34. Indemnity of Directors
35. Reserves and dividends
36. Employees’ Provident Fund, etc.
37. Liquidation of Corporation
38. Power to make rules
39. Power to make regulations
40. Removal of difficulties
41. Repeals and savings
FIRST SCHEDULE
SECOND SCHEDULE
_______________
Page 2 of 18
THE PAKISTAN NATIONAL SHIPPING CORPORATION
ORDINANCE, 1979
ORDINANCE No. XX OF 1979
[29th March, 1979]
AN
ORDINANCE
to establish the Pakistan National Shipping Corporation
WHEREAS it is expedient, in the public interest, to amalgamate the National Shipping
Corporation and the Pakistan Shipping Corporation, with a view to making better provision for the
operation of shipping and ocean-transport services and the development of maritime shipping
industry, and to establish the Pakistan National Shipping Corporation for the purpose, and to
provide for matters connected therewith or incidental thereto ;
AND WHEREAS the President is satisfied that circumstances exist which render it necessary
to take immediate action ;
NOW, THEREFORE, in pursuance of the Proclamation of the fifth day of July, 1977, read
with the Laws (Continuance in Force) Order, 1977 (C.M.L A. Order No. I of 1977), and in
exercise of all powers enabling him in that behalf, the President is pleased to make and promulgate
the following Ordinance:⸺
1. Short title and commencement.⸺(1) This Ordinance may be called the Pakistan
National Shipping Corporation Ordinance, 1979.
(2) It shall come into force at once and shall be deemed to have taken effect on the first
day of January, 1979.
2. Definitions.⸺In this Ordinance, unless there is anything repugnant in the subject or
context,⸺
(a) “appointed Director” means a Director appointed under clause (a) of
sub-section (1) of section 14 ;
(b) “Board” means the Board of Directors constituted under section 14 ;
1
(c) [“Chairperson”] means the 1[Chairperson] of the Board ;
(d) “Corporation” means the Pakistan National Shipping Corporation
established by section 5 ;
(e) “Director” means a Director of the Corporation ;
2
[(ea) “division concerned” means the division to which business relating to this
Ordinance stands allocated;]
(f) “N. S. C.” and “P. S. C.” respectively means the National Shipping
Corporation and the Pakistan Shipping Corporation ;
1
Subs. by Act No. VII of 2024, s. 2.
2
Ins. by Act No. XLI of 2021, s. 2
Page 3 of 18
(g) “prescribed” means prescribed by rules or regulations ;
(h) “regulations” means regulations made or deemed to have been made under
section 39 ;
(i) “rules” means rules made or deemed to have been made under section 38;
and
1
[(ia) “SOE Act” means the State-Owned Enterprises (Governance and Operations Act,
2023 (VII of 2023);]
1
(j) [Omitted]
3. Standing Orders not to apply.⸺ 1[(1)] Notwithstanding anything contained in the
West Pakistan Industrial and Commercial Employment (Standing Orders) Ordinance, 1968 (W. P.
Ordinance VI of 1968), or in any other law for the time being in force, no provision of the said
Ordinance shall apply to or in relation to the Corporation.
1
[(2) Notwithstanding anything contained in sub-section (1) and any other provision of this
Ordinance, the SOE Act, including sections 12, 15, 16, 19 and 22 thereof, shall apply to the
provisions of this Ordinance and in case of any inconsistency between the provisions of this
Ordinance and the SOE Act, the provisions of the SOE Act shall prevail.]
4. Dissolution and amalgamation of N. S. C. and P. S. C.⸺Notwithstanding anything
contained in the National Shipping Corporation Ordinance, 1963 (IV of 1963), or the Pakistan
Shipping Corporation Act, 1976 (LIV of 1976), or in any other law for the time being in force, the
two corporations respectively established under the said Ordinance and Act, shall, as at the close
of the thirtyfirst day of December, 1978, stand dissolved, and shall be amalgamated in accordance
with the provisions of this Ordinance.
5. Establishment and incorporation of Pakistan National Shipping Corporation.⸺
(1) As from the first day of January, 1979, there shall be established by virtue of this Ordinance a
new corporation, to be called the Pakistan National Shipping Corporation.
(2) The Corporation shall be a body corporate having perpetual succession and a common
seal with power, subject to the provisions of this Ordinance, to acquire, hold and dispose of
property, both movable and immovable, and shall by the name assigned to it by sub-section (1) sue
and be sued.
6. Functions of the Corporation.⸺ (1) It shall be the function of the Corporation to
assume full and effective control of the entire undertakings of N. S. C. and P. S. C., as transferred
to and vested in it by section 7, and of the whole affairs thereof, and to provide and further develop
safe, efficient, adequate, economical and properly co-ordinated shipping services, coastal as well
as international, and to engage in all forms of activities connected with or ancillary, incidental or
conducive to shipping.
(2) Without prejudice to the generality of the foregoing provision, the Corporation
shall, in particular, have power⸺
1
Ins., omitted, numbered and added by Act No. VII of 2024, ss. 2-3.
Page 4 of 18
(a) subject to the provisions of the Merchant Shipping Act, 1923 (XXI of 1923),
or any other law for the time being in force, to purchase, sell, exchange,
charter, or otherwise own, acquire or dispose of ships or craft or any share
or interest therein ;
(b) to establish, maintain and operate lines or other services of ships between
ports on coastal or international routes, and generally to carry on the
business of shipowners, and to enter into contracts for the carriage of
passengers, mails, goods, provisions, live and dead stock, commodities,
articles, chattels, merchandise and things of any kindwhatsoever ;
(c) to repair, overhaul, reconstruct, assemble or recondition ships, craft,
vehicles or other machines and parts, accessories and instruments thereof or
therefore, and also to manufacture such parts, accessories and instruments,
whether the ships, craft, vehicles or other machines are owned by the
Corporation or by any other person ;
(d) to construct or maintain workshops, buildings, warehouses, sheds and other
works and conveniences ;
(e) to promote and form, or aid and assist in promoting and forming, or to
otherwise associate with, companies and other bodies corporate,
syndicates, partnerships, joint ventures and other organizations in or
outside Pakistan for the purpose of advancing directly or indirectly the
business of the Corporation or for any other purpose which the
Corporation may find expedient in the performance of its other functions
;
(f) to establish, institute or make other arrangements for the instruction and
training of persons engaged or likely to be engaged in any activities
connected with or ancillary to shipping ;
(g) to acquire, hold or dispose of any property, whether movable or immovable,
or any shipping undertaking or undertaking connected with shipping ;
(h) to do all other things connected with or ancillary to any of the matters
referred to in clauses (a) to (g).
(3) In performance its functions, the Corporation shall have careful regard to sound
business principles and practices, and shall so act as to secure that ocean-transportation is
developed to the greatest possible advantage in the interests of sea-borne trade of the country.
7. Transfer and vesting of N. S. C. and P. S. C.⸺(1) On and from the first day of January,
1979, the entire undertakings of N. S. C. and P. S. C. shall stand transferred to and vested in the
Corporation.
(2) The undertakings transferred and vested by sub-section (1) shall include all assets,
rights, powers, authorities and privileges, and all property, movable and immovable, including
lands, works, workshops, ships and craft, by whatever name called, all vehicles, cash balances,
reserves, funds, shares and other investments and book debts, and all other rights and interests
Page 5 of 18
arising out of such property as were, immediately before the aforesaid day, in the ownership,
possession or power of N. S. C. or P. S. C., in relation to their respective undertakings, whether in
or outside Pakistan, and all books of account and documents relating thereto, and all borrowings,
liabilities and obligations, of whatever kind then subsisting, of N. S. C. or P. S. C. in relation to
such undertakings.
(3) Subject to the other provisions of this Ordinance, all contracts and working
arrangements subsisting immediately before the aforesaid day as affecting N. S. C. or P. S. C.shall,
in so far as they relate to their undertakings, cease as from that day to have effect or to be enforceable against
them, and shall be enforceable and of effect against or in favour of the Corporation, as if instead of N. S. C.
or P. S. C. the Corporation had been named therein.
(4) Subject to the other provisions of this Ordinance, any proceeding or cause of action
pending or existing immediately before the aforesaid date by or against N. S. C. or P. S. C., in
relation to their respective undertakings, may, as from the aforesaid day, be continued or enforced by or
against the Corporation, as it might have been continued or enforced by or against them if this Ordinance
had not been in operation.
(5) Subject to the other provisions of this Ordinance and the rules and regulations, all
officers, consultants, advisers and other employees of N. S. C. and P. S. C. shall, notwithstanding
anything contained in any law or in any agreement, deed, document or other instrument, stand
transferred to the Corporation, and shall be deemed to have been appointed or engaged by the
Corporation in accordance with the terms and conditions of service applicable to them immediately
before the aforesaid day ; and no officer, consultant, adviser or other employee whose services are
so transferred shall be entitled to any compensation because of such transfer.
8. Status quo of certain establishments to continue.⸺Notwithstanding anything in the
Pakistan Shipping Corporation Act, 1976 (LIV of 1976), or in any other law for the time being in
force, the status as existing immediately before the first day of January, 1979, in respect of the
establishments listed in Part A of the First Schedule shall be maintained by the Corporation ; and
such establishments shall thereafter continue under the Corporation and be dealt with, as far as
may be, in accordance with the provisions of sections 29, 30, 31 and 33 of the said Act as adapted
and reproduced in Part B of that Schedule.
9. Valuation of assets of N. S. C. and P. S. C. and entitlement of their shareholders.⸺
(1) As soon as may be after the thirty-first day of December, 1978, the Federal Government shall,
through such persons and in such manner as it thinks fit, cause a valuation of the net worth of the
business of N. S. C. and P. S. C. as on the said day to be completed, separately, on the basis of the
principles set out in the Second Schedule.
(2) The valuation completed as aforesaid shall, on being approved by the Federal
Government, be notified in the official Gazette, and shall thereupon be final.
(3) After the valuation has been so finalised, the Board shall allocate for N. S. C. and P. S.
C. such number of fully paid-up shares of the Corporation as shall bear to the total number of shares
allocated or to be allocated to N. S. C. and P. S. C. as nearly as may be the same proportion that the
net worth of N. S. C. or P. S. C. bears to the aggregate net worth of the Corporation.
Page 6 of 18
(4) Every person who owns any ordinary shares of N. S. C. or P. S. C. shall be entitled to
receive, in lieu of the said ordinary shares, such number of fully paid-up shares of the Corporation
as shall bear to the number of shares of the Corporation allocated to N.S.C. and P. S. C., in
accordance with sub-section (3), the same proportion as the amount paid-up on his ordinary shares
bears to the aggregate amount paid-up on all the ordinary shares of N.S.C. or P.S.C., as the case
may be.
(5) No shareholder in N.S.C. or P.S.C. shall be entitled to any claim against the
Corporation other than, or in addition to, that determined under this section.
10. Issue of share certificates, etc.⸺ (1) The Board shall issue certificates for entitlement
to shares of the Corporation arising under section 9 as expeditiously as possible, and, subject to
sub-section (3) of that section, each such certificate shall entitle the person in whose favour it is
issued to receive an allotment of shares of the Corporation in such number and value as are
mentioned in the certificate and, pending such allotment, to be treated as if he were the registered
holder of that number of shares on and from the first day of January, 1979, for the purposes of any
entitlement of shareholders to receive dividends declared by the Corporation or bonus shares issued
upon any capitalisation of profits determined by the Corporation or to subscribe for further shares
which the Corporation may decide to offer for subscription to its shareholders.
(2) The Board shall decide on the treatment of fractions of shares resulting from the
determination of entitlements to shares of the Corporation in accordance with this section, and the
Board may make such provisions by the issue of fractional certificates or by payment in cash or
otherwise for the purpose as it may deem proper.
11. Share Capital.⸺(1) The authorised capital of the Corporation shall be fifty crores of
rupees divided into five crores of fully subscribed shares of ten rupees each, to be issued as and
when required.
(2) The Federal Government shall not at any time hold shares of a value less than fifty-one
per cent of the subscribed capital.
(3) Subject to the other provisions of this Ordinance, the subscribed capital of the
Corporation shall in the first instance comprise shares allotted against entitlements resulting in
accordance with the provisions of sub-section (4) of section 9, and such further allotments, if any,
as may be necessary to complete the minimum shareholding of the Federal Government required
by sub-section (2).
Explanation.⸺ In this sub-section and in sub-section (2), “Federal Government” means
the Federal Government and the institutions owned or controlled by the Federal Government.
(4) The Corporation may, with the previous sanction of the Federal Government accorded
by notification in the official Gazette, increase its authorised capital whenever it thinks fit.
(5) All issues and transfers of shares of the Corporation shall be subject to the provisions
of this Ordinance and the rules and regulations.
12. Shares to be approved securities, etc.⸺(1) The shares of the Corporation shall be
deemed to be approved securities and approved investments for the purposes of the InsuranceAct,
1938 (IV of 1938).
Page 7 of 18
(2) Such of the shares of the Corporation as are issued in lieu of N. S. C. shares in
accordance with section 9 shall be deemed to be included among the securities enumerated in
section 20 of the Trusts Act, 1882 (II of 1882).
13. Administration of the affairs of the Corporation.⸺(1) Subject to the other
provisions of this Ordinance and the rules and regulations, the general direction and administration
of the affairs and business of the Corporation shall vest in the Board of Directors, which may
exercise all powers and to all acts and things which may be exercised or done by the Corporation.
(2) The 1[division concerned] may, as and when it considers necessary, issue directives to
the Corporation on matters of policy ; and if a question arises whether any matter is a matter of
policy or not, the decision of the 1[division concerned] shall be final.
2[14. Board.—(1) The Board shall consist of—
S.NO Membership Status
(1) (2) (3)
A person of eminence and known integrity to be
Chairperson (independent
(a) appointed by the Federal Government in accordance with
director)
the SOE Act
Additional Secretary of the division to which business of
(b) Ex-Officio Director
finances of the Federal Government stands allocated
Additional Secretary of the division to which business of
(c) Ex-Officio Director
the Corporation is allocated
Director
(d) Chief executive officer of the Corporation
(chief executive officer)
Two directors to be elected by the minority shareholders Directors
(e)
in the prescribed manner (Private shareholders)
Four independent directors of known integrity and
Independent
(f) eminence to be appointed by the Federal Government in
Directors
accordance with the SOE Act
(2) There shall be a secretary of the Board to be appointed in such manner and on such terms
and conditions as may be prescribed.
(3) The directors, other than the ex-officio directors, shall be appointed by the Federal
Government and the directors under clause (e) of sub-section (1) shall be elected by the shareholders.
(4) Subject to section 12 of the SOE Act, the Federal Government may, by notification in the
official Gazette, increase or decrease the number of directors of the Board subject to having the
independent members in majority and that the quorum shall be adjusted accordingly.
(5) No person shall be qualified to be elected as a director under clause (e) of sub-section (1)
unless he holds in his own name ten thousand shares of the Corporation.]
15. Term of office of Directors, etc.⸺(1) Every appointed Director shall hold office for a
term of three years from the date of his appointment, and shall be eligible for re- appointment :
Provided that the 1[Prime Minister] may, on resignation by an appointed Director or otherwise
2
[subject to section 13 of the SOE Act,] terminate his appointment before the expiry of his term.
1
Subs. by Act No. XLI of 2021, ss. 3 and 5.
2
Subs. and ins. by Act No. VII of 2024, ss. 4-5.
Page 8 of 18
(2) An elected Director shall hold office for a period of three years from the date of his
election, and shall be eligible for re-election :
Provided that, after the expiry of the aforesaid term, an elected Director shall continue in office
until his successor is elected.
(3) The appointment and election of every Director and the fact of his ceasing to hold office
shall be notified in the official Gazette.
16. Filling of casual vacancies.⸺(1) A casual vacancy in the office of Director shall be
filled⸺
(a) in the case of an appointed Director, by appointment ; and
(b) in the case of an elected Director, by co-option by the Board of a
shareholder qualified to be elected as a Director.
(2) It shall not be necessary to fill any vacancy for a period of less than three months.
(3) A shareholder co-opted under clause (b) of sub-section (1) shall be deemed for all purposes
to be an elected Director, except that he shall, unless duly elected at the annual general meeting held
next after his co-option, cease to hold office immediately after such meeting.
17. Disqualification of Directors.⸺No person shall be or shall continue to be a Director
who⸺
(a) is a minor ; or
(b) is found to be a lunatic or becomes of unsound mind ; or
(c) is or has at any time been adjudicated an insolvent ; or
(d) is or has at any time been convicted of an offence involving moral turpitude
; or
(e) is, being an elected Director, the director of a company or partner of a firm
carrying on the business of shipping in Pakistan, or is in any capacity
employed in any such company or firm ; or
(f) ceases to hold in his own name shares of the value referred to in sub- section
(3) of section 14 ; or
(g) absents himself from three consecutive meetings of the Board without leave
of absence from the Board or if he is the 1[Chairperson], from the 2[Prime
Minister].
1[18.
Chief Executive Officer.—(1) There shall be a Chief Executive Officer of the
Corporation who shall be appointed by the Federal Government from amongst three candidates
recommended by the Board with a three-fourth majority which shall include the vote of the ex-
officio director of the division to which business of the Corporation is allocated.
1
Subs. by Act No. VII of 2024, ss. 6-7.
2Subs. by Act No. XLI of 2021, s. 6.
Page 9 of 18
(2) The Board shall devise a-transparent; competitive and objective procedure for scrutiny,
short listing and interview of the applicants.
(3) The terms and conditions of the appointment of the Chief Executive Officer shall be
determined by the Board.
(4) The Chief Executive Officer of the Corporation shall be appointed for a term of three
years on a performance-based contract, extendable by another two years on demonstration of
substantial satisfactory performance.
(5) The annual performance review of the Chief Executive Officer shall be undertaken by
the Board.
(6) The Chief Executive Officer, once appointed, shall not be removed by the Federal
Government before the completion of his term except on the recommendation of the Board, which
recommendation shall set out just cause for recommending the removal.]
1[19. Powers and functions of Chief Executive Officer.— Subject to the provisions of the
SOE Act, including section 15 thereof, the Chief Executive Officer shall exercise such powers and
perform such functions as provided for in this Ordinance and rules and regulations made
thereunder.]
1[20. Functions of the Chief Executive Officer.—The Chief Executive Officer shall—
(a) be responsible for the management of the Corporation and for its procedures in
financial and other matters under delegation from the Board and subject to the
oversight and directions of the Board;
(b) ensure the proper implementation of strategies and policies approved by the
Board; and
(c) put in place appropriate arrangements to ensure that funds and resources are
properly safeguarded and are used economically, efficiently and effectively and
in accordance with the Corporation’s business plan, the primary objective of the
Corporation and all other statutory obligations.]
21. Appointment of officers, etc.⸺(1) The Corporation may appoint such officers,
consultants, advisers and employees as it considers necessary for the efficient performance of its
functions, on such terms and conditions as it may deem fit.
(2) If at any time the Board considers it necessary to dispense with the services of any
office, consultant, adviser or employee, his services shall, notwithstanding anything contained in
any law, or in any agreement, deed, document of other instrument, be dispensed with accordingly.
22. Delegation of powers.⸺(1) The Board may, subject to such conditions as it may deem
fit, delegate such of its powers or duties as it may deem necessary for the efficient carrying on of its
day-to-day administration to⸺
(a) the 1[Chief Executive Officer], or any other Director ; or
(b) any committee appointed under section 24 ; or
(c) any other officer or servant of the Corporation.
1
Subs. by Act No. VII of 2024, ss. 8-10.
Page 10 of 18
(2) Where any powers or duties are delegated to the 1[Chief Executive Officer], he may, by
order in writing, assign such of them as may be specified therein, to the 1[***] such officers or servants
of the Corporation as may be so specified.
1[23. Meetings of the Board.⸺Subject to the provisions of the SOE Act, including section 22
thereof, the quorum of a Board’s meeting shall not be less than six members, including not less than
three independent directors and one ex-officio director, present personally or through video-link.]
24. Committees of the Board.⸺The Board may, from time to time appoint, from amongst
the Directors, such committees as may be necessary to discharge such functions as may be assigned
to them by the Board, or to assist the Board in the performance of its functions.
25. Vacancy, etc., not to invalidate acts or proceedings of Board.⸺ No act or proceeding
of the Board shall be invalid by reason only of the existence of any vacancy, in, or defect in the
constitution of, the Board.
26. Head Office and other offices.⸺The Corporation shall have its Head Office at Karachi,
and may establish such other offices in Pakistan or abroad as the Board thinks fit.
27. Deposit accounts.⸺The Corporation may open accounts in any scheduled bank in
Pakistan or, subject to the provisions of the Foreign Exchange Regulation Act, 1947 (VII of 1947),
in any bank outside Pakistan.
Explanation. ⸺ In this section, “scheduled Bank” has the same meaning as in the State
Bank of Pakistan Act, 1956 (XXXIII of 1956).
28. Investment of funds.⸺The Corporation may invest its funds in any securities of the
Federal Government or a Provincial Government and may make such other investments as may be
approved by the Board.
29. Borrowing Powers.⸺The Corporation may, as and when considered necessary, borrow
money in Pakistan, and, with the previous sanction of the 2[division concerned] and on such terms
and conditions as may be approved by it, in foreign currency.
30. Audit.⸺(1) The accounts of the Corporation shall be audited by two auditors who are
chartered accountants within the meaning of the Chartered Accountants Ordinance 1961 (X of 1961),
and are appointed for the purpose by the Corporation in general meeting:
Provided that, until such time as the first general meeting is held and auditors are duly
appointed, the Board may appoint the auditors.
(2) The auditors of the Corporation appointed under sub-section (1) shall perform such duties
and exercise such powers as are provided for an auditor of a Company under the Companies Act, 1913
(VII of 1913), and the Securities and Exchange Ordinance, 1969 (XVII of 1969).
1
Subs. and omitted by Act No. VII of 2024, ss. 10-11.
2
Subs. by Act No. XLI of 2021, s. 10.
Page 11 of 18
(3) The Board may, at any time, issue directions to the auditors appointed under sub-section (1)
requiring them to report to it upon the adequacy of measures taken by the Corporation for the protection
of the interests 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 accounts of the Corporation.
(4) Notwithstanding anything contained in sub-section (1), the Auditor-General of Pakistan
shall, when required by the 1[Minister concerned with the maritime affairs], undertake such audit of
the accounts of the Corporation as the 1[Minister concerned with the maritime affairs] may consider
necessary; and the Corporation shall, for the purpose of such audit, produce the accounts and connected
documents at such place or places as the 1[Minister concerned with the maritime affairs] may direct
and furnish such explanation and information as may be asked for by the Auditor-General or any officer
appointed by him in this behalf.
31. Maintenance of accounts.⸺The Corporation shall maintain its accounts in such manner
as may be required for a company under the Companies Act, 1913 (VII of 1913), and the Securities
and Exchange Ordinance, 1969 (XVII of 1969).
32. Annual Reports.⸺The Corporation shall furnish to the 1[division concerned] at such time,
after the end of every financial year, in such form and in such manner as may be prescribed by rules,
an annual report on the conduct of its affairs for that year.
33. General meetings.⸺(1) The annual general meeting of the shareholders shall be held at
Karachi within six months from the date on which the annual accounts of the Corporation are closed.
(2) Any other general meeting of the shareholders may be convened by the Board at any time.
(3) The shareholders present at the annual general meeting shall be entitled to discuss and
adopt or make recommendations to the Board with regard to the annual accounts, the annual report of
the Board on the working of the Corporation and the auditors’ report on the annual balance sheet and
accounts.
34. 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 wilful act or default.
(2) A Director shall not be held responsible for the acts, omissions or inefficiency of any other
Director or of any officer or other employee of the Corporation resulting in any loss or expense to the
Corporation or in deficiency in the value of or title to any property or security acquired or taken on
behalf of the Corporation, or for anything done by himself in good faith in the execution of the duties
of his office.
35. Reserves and dividends.⸺(1) Out of its earnings, the Corporation shall establish a general
reserve and create from time to time such other special reserves as the Board may determine.
1Subs. by Act No. XLI of 2021, ss. 11-12.
Page 12 of 18
(2) After making provision for interest, taxes, bad and doubtful debts, depreciation of assets,
maintenance of reserves and any other matter determined by the Board, the Corporation in general
meeting may declare a dividend out of the profits accruing in a year, so however that the dividend
so declared shall not exceed the dividend as recommended by the Board.
36. Employees’ Provident Fund, etc.⸺(1) The Corporation shall establish an Employees’
Provident Fund, and may establish a Benevolent Fund or similar other Funds, introduce Gratuity,
Group Insurance and other Schemes, and grant Bonus and similar other benefits to its employees, as
and when considered necessary.
(2) The Employees’ Provident Fund established under sub-section (1) shall be deemed to be
a Provident Fund to which the provisions of the Provident Fund Act, 1925 (XIX of 1925), apply.
(3) The Employees’ Provident Funds being maintained by N. S. C. and P. S. C. shall, subject
to the other provisions of this Ordinance and the rules and regulations, be unified as from the first
day of January, 1979, and the moneys standing to the credit of such Funds immediately before that
day, together with any other assets belonging thereto, shall stand transferred to the Corporation; and
the persons responsible for the Trust constituted by P. S. C. shall, as from the said day, be discharged
from such Trust, except as respects things done or omitted to be done before such transfer.
37. Liquidation of Corporation.⸺No provision of law relating to the winding up of
companies or corporation shall apply to the Corporation, and the Corporation shall not be wound up
save by an order of the Federal Government and in such manner as the Federal Government may
direct.
38. Power to make rules.⸺The 1[Minister concerned with the maritime affairs] may, by
notification in the official Gazette, make rules for the purpose of giving effect to the provisions of
this Ordinance.
39. Power to make regulations.⸺The Board may make regulations, not inconsistent with
the provisions of this Ordinance and the rules, to provide for all matters for which provision is
necessary or expedient for the purpose of giving effect to the provisions of this Ordinance.
2
[40. Removal of difficulties.—If a difficulty arises in giving effect any of the provisions of
this Ordinance, the Federal Government may make such order, not inconsistent with the provisions of
this Ordinance and the State Owned Enterprises. {Governance and Operations) Act, 2023 (VII of
2023), as may appear to be necessary for the purpose of removing the difficulty.]
41. Repeals and savings.⸺(1) The National Shipping Corporation Ordinance, 1963 (IV of
1963), and the Pakistan Shipping Corporation Act, 1976 (LIV of 1976), shall stand repealed on the
first day of January, 1979.
(2) Any rules or regulations made, order passed, notification issued, thing done, action taken
or proceedings commenced, under any of the provisions of the statutes repealed by sub-section (1), or
deemed to have been so made, passed, issued, done, taken or commenced, shall, if not inconsistent
with the provisions of this Ordinance, continue in force and be deemed to have been made or, as the
case may be, passed, issued, done, taken or commenced under the corresponding provision of this
Ordinance.
1Subs. by Act No. XLI of 2021, s. 13.
2
Subs. by Act No. VII of 2024, s. 12.
Page 13 of 18
FIRST SCHEDULE
(See section 8)
PART A
The Establishments
Managed establishments: 1. The Pan-Islamic Steamship Company, Limited
2. The Muhammadi Engineering Works, Limited
Acquired establishments: 1. The Chittagong Steamship Corporation, Limited.
2. The Muhammadi Engineering Works, Limited.
PART B
Provisions of sections 29, 30, 31 and 33 of the Pakistan Shipping Corporation Act, 1976 (LIV of
1976), with necessary adaptations.
Section 29.⸺Transfer to the Corporation of the ownership of shares in managed
establishments.⸺
(1) When the management of a managed establishment listed in Part A has been
transferred to the Corporation, the Federal Government may, by notification in the
official Gazette, transfer to and vest in the Corporation the shares of such managed
establishment, and on such day as may be specified in the notification (hereinafter
referred to as the “appointed day”) all the issued or subscribed shares of such
managed establishment shall stand transferred to and vested in the Corporation ;
such managed establishment being hereafter referred to as the “acquired
establishment”.
(2) Every person who immediately preceding the appointed day held any shares of
such establishment shall, within ninety days of the appointed day, surrender to the
acquired establishment all the share certificates held by him pertaining to the shares
transferred to and vested in the Corporation, and the establishment shall forthwith
cancel such share certificates surrendered to it.
(3) Any share certificate required to be surrendered under sub-section (2) and not so
surrendered shall, on the expiration of ninety days from the appointed day, stand
cancelled.
(4) The acquired establishment referred to in sub-section (2) shall, within one hundred
and eighty days from the appointed day, issue and deliver to the Corporation one
or more new certificates as the Corporation may direct in lieu of the share
certificates which are cancelled by it pursuant to sub-section (2) or which stand
cancelled in accordance with sub-section (3).
Section 30.⸺Valuation of shares in acquired establishments and entitlement of their
owners to shares of the Corporation. ⸺
Page 14 of 18
(1) The Federal Government shall cause to be made and completed as expeditiously as
may be, through such person, being a chartered accountant within the meaning of
the Chartered Accountants Ordinance, 1961 (X of 1961), and in such manner as it
thinks fit, a determination as on the appointed day separately of the net worth of
the acquired establishment and the aggregate net worths of the Corporation and
all the acquired establishments the undertakings of which have not been
transferred to and vested in the Corporation under section 31 on or before the
appointed day, and such determination shall be made on the basis of the principles
mutatis mutandis set out in the Second Schedule, and the aforesaid net worth of the
acquired establishment and the aggregate net worths shall, on being approved by
the Federal Government, be notified in the official Gazette and shall be final.
(2) The Board shall allocate for the acquired establishment such number of fully paid-
up shares of the Corporation as shall bear to the total number of shares allocated or
to be allocated to all the acquired establishments, as nearly as may be, the same
proportion that the net worth of the acquired establishment bears to the aggregate
net worths of the Corporation and all the acquired establishments the undertakings
of which have not been transferred to and vested in the Corporation under section
31.
(3) Every person who, immediately before the appointed day, owned any ordinary
shares of such acquired establishment shall be entitled to receive, in lieu of his
ordinary shares in such establishment, such number of fully paid-up shares of the
Corporation as shall bear to the number of shares of the Corporation allocated to
such establishment in accordance with sub-section (2) the same proportion as the
amount paid-up on his ordinary shares bears to the aggregate amount paid-up on
all the ordinary shares of such establishment.
(4) An entitlement to shares of the Corporation arising under this section shall not be
questioned on account of the allocation of shares to the acquired establishment not
being according to the proportion specified in sub-section (2) or on account of such
entitlement not being related to the net worth of the acquired establishment determined in
accordance with sub-section (1).
(5) The Board shall issue certificates for entitlement to shares of the Corporation
arising under this section within ninety days of the notification of net worth under
sub-section (1), and, subject to sub-section (2), each such certificate shall entitle
the person in whose favour it is issued to receive an allotment of shares of the
Corporation in such number and value as are mentioned in the certificate and,
pending such allotment, to be treated as if he were the registered holder of that
number of shares on and from the appointed day for the purposes of any entitlement
of shareholders to receive dividends declared by the Corporation or bonus shares
issued upon any capitalisation of profits determined by the Corporation or to
subscribe for further shares which the Corporation may decide to offer for
subscription to its shareholders.
(6) The Board shall decide on the treatment of fraction of shares resulting from the
determination of entitlements to shares of the Corporation in accordance with this
section, and the Board may make such provision by the issue of fractional
certificates or by payment in cash or otherwise for the purpose as it may deem
proper.
Page 15 of 18
Section 31.⸺Transfer to the Corporation of the undertaking of acquired establishment.⸺
(1) The Federal Government may, by notification in the official Gazette, transfer to
and vest in the Corporation the undertaking of any acquired establishment, and on
such date as may be specified in the notification the entire undertaking of the
acquired establishment shall stand 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, ships, vessels, vehicles, cash balances, reserve funds,
investments, and book debts, whether within or outside Pakistan, and all other
rights and interests arising out of such property, as were immediately before the
transfer to and vesting in the Corporation of the undertaking in the ownership,
possession or power of the acquired establishment, and all books of account and
documents relating thereto and all borrowings, liabilities and obligations of
whatever kind then subsisting of the acquired establishment.
(3) All contracts, agreements and other instruments of whatever nature subsisting or
having effect immediately before the transfer to and vesting in the Corporation of
the undertaking of an acquired establishment, to which such acquired establishment
was a party or which were in favour of such acquired establishment, shall have full
force and effect against or in favour of the Corporation, and may be enforced or
acted upon as fully and effectively as if, instead of the acquired establishment, the
Corporation had been a party thereto or as if they had been entered into or issued
in favour of the Corporation.
(4) If, on the date of the transfer to and vesting in the Corporation of the undertaking
of an acquired establishment, any suit, appeal or other proceeding of whatever
nature is pending by or against such acquired establishment, it shall not abate, be
discontinued or be in any way prejudicially affected by reason of such vesting or
transfer or anything done under this Act but the suit, appeal or other proceeding
may be continued, prosecuted and enforced by or against the Corporation.
Section 33.⸺ Dissolution of acquired establishment.⸺
An acquired establishment shall, notwithstanding anything contained in the Companies
Act, 1913 (VII of 1913), stand wound-up and dissolved as from the day on which
its undertaking is transferred to and vested in the Corporation.
Page 16 of 18
SECOND SCHEDULE
(See section 9)
1. The net worth of N. S. C. and P. S. C shall be determined in the following manner,that is
to say,
The break-up value of their shares shall first be determined in accordance with clause
(c) of rule 8 of the Wealth Tax Rules, and thereafter such break-up value shall be
multiplied by the number of their paid-up shares.
2. For the purpose of determination of net worth under paragraph 1, the basis shall be the
audited balance sheets of N. S. C. and P. S. C. as on the thirty first day of December, 1978.
________________
RGN Date: 23-08-2024
Page 17 of 18
Source: Pakistan Code, Ministry of Law and Justice (pakistancode.gov.pk). Text on this page is reproduced verbatim from the official PDF and is provided for reference only. For the authoritative version, always consult the source document or a current reported edition.
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