ORDINANCE NO. XVII OF 2015

PAKISTAN INTERNATIONAL AIRLINES CORPORATION (CONVERSION) ORDINANCE, 2015

An Ordinance to provide for setting up of the Pakistan International Airlines Corporation into a public limited company

[Gazette of Pakistan, Extraordinary, 5th December, 2015]

No. F. 2(1)/2015-Pub., dated 4.12.2015.–The following Ordinance promulgated by the President is hereby published for general information:–

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;

AND WHEREAS the Senate and the National Assembly are not in session and the President is satisfied that circumstances exist which render it necessary to take immediate action;

Now, THEREFORE, in exercise of the powers conferred by Clause (1) of Article 89 of the Constitution of the Islamic Republic of Pakistan, the President is pleased to make and promulgate the following Ordinance:–

1.     Short title, extent and commencement.–(1) This Ordinance may be called the Pakistan International Airlines Corporation (Conversion) Ordinance, 2015.

(2)      It extends to the whole of Pakistan.

(3)      It shall come into force at once.

2.     Definitions.–In this Ordinance, 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 the 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 Ordinance, the conversion of the Corporation into a Company;

(g)      “commencing date” means the date of promulgation of this Ordinance;

(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

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