THE COMPANIES
(APPOINTMENT OF TRUSTEES)
RULES, 1973

(Gazette of Pakistan, Extraordinary, Part II, 14th May, 1973)

Notification No. S.R.O. 643 (I)/73.– In exercise of the powers conferred by section 13 of the Companies (Appointment of Trustees) Act, 1972 (XV of 1972), the Federal Government is pleased to make the following rules, namely–
These rules may be called the Companies (Appointment of Trustees) Rules, 1973.

2. After the appointment of a trustee in respect of a company under section 4 of the Companies (Appointment of Trustees) Act, 1972 (XV of 1972), the liabilities relating to the assets of that company vested in the trustee shall be determined:
(a) in the case of a joint stock company, by the Registrar or the Assistant Registrar of Joint Stock Companies, in whose jurisdiction the liabilities of the company arose or are to be discharged;
(b) in the case of an insurance company, by the Controller of Insurance; and
(c) in the case of a banking company, by the State Bank of Pakistan.

3. In determining the liabilities of a company under rule 2, the authority referred to therein shall take into account;
(a) rent and tax for any premises;
(b) any vehicle used for the purpose of the business of the company;
(c) any liability in respect of which it is proved beyond reasonable doubt that it relates to goods supplied or services rendered for the purpose of the business of the company; and
(d) any agreement or instrument calculated to enhance the liability of the company, if it is proved beyond reasonable doubt that the liability was incurred for the purpose of improving or promoting the business of the company or for increasing the value of an asset pertaining to the business of the company.

THE COMPANIES
(APPOINTMENT OF TRUSTEES)
ACT, 1972
[Gazette of Pakistan, Extraordinary, 25th September, 1972]
An Act to provide for the management of the affairs of certain companies.

The following Act of the National Assembly received the assent of the President on the 24th September, 1972, and is hereby published for general information;”

WHEREAS it is expedient to provide for the management of the affairs of certain companies and for matters connected therewith:

It is hereby enacted as follows:

1. Short title, extent, application and commencement.–
(1) This Act may be called the Companies (Appointment of Trustees) Act, 1972.
(2) It extends to the. whole of Pakistan.
(3) It applies only to companies the objects of which are not confined to one Province.
(4) It shall come into force at once.

2. Act to override other laws.– This Act shall have effect notwithstanding anything contained in the Companies Act, 1913 (VII of 1913) or in memorandum or articles of association.

3. Definitions.– In this Act, unless there is anything repugnant in the subject or context–
(a) “Assets” include all rights and powers and properties, whether movable or immovable, such balance, reserve funds, investments, deposits and all other interests and rights in or to or arising out of any such property and the books of accounts and documents;
(b) “company” has the same meaning as in the Companies Act, 1913 (VII of 1913), and
(c) “trustee” in relation to a company means the trustee appointed under section 4 in respect of such company.

4. Appointment of trustees.– (1) If the Federal Government is of opinion that it is necessary in the public interest so to do, the Federal Government may, by notification in the official Gazette, appoint a trustee in respect of a company the registered office of which is located in Pakistan beyond the provinces of Balochistan, the North-West Frontier, the Punjab and Sindh on such terms and conditions as may be determined by the Federal Government.

(2) The trustee shall hold office during the pleasure of the Federal Government.
(3) The trustee may, by writing under his own hand addressed to the Federal Government, resign his office.

5. Management of company to vest in trustee.–
(1) Upon the appointment of a trustee under section 4 in respect of a company, the management of the affairs of such company in so far as they relate to its business and assets and liabilities in the Provinces referred to in that section and all such assets and liabilities shall vest in that trustee and any person or authority exercising or having the right to exercise immediately before such appointment any power or function in relation to the management of such affairs shall cease to exercise or to have the tight to exercise such power or function.

(2) The trustee appointed in respect of a company shall, where necessary, open on behalf of such a company, with a branch of the National Bank of Pakistan an account to which he shall credit from time to time all moneys received by him on behalf or on the account of the company after deducting therefrom such amount representing the expenses of the management of the affairs of the company as he may determine with the approval of the Federal Government.

(3) Every trustee appointed in respect of a company shall keep proper account of all income .and expenditure received or incurred by him on account of company.

(4) Where a trustee is appointed in respect of a company, the Federal Government may, by order remove from office any officer howsoever designated performing or having the right to perform any function in relation to the management of the affairs of the company in so far as they relate to its assets or liabilities referred to in subsection (1).

6. All assets to be delivered to trustee.– No officer of a company, nor any, other person, retain or fail to deliver to the trustee any assets which vest in the trustee under section 5.

7. Powers of trustee.– The trustee. appointed in respect of a company shall exercise all the powers and functions of the Board of Directors of the company in so far as they relate to the assets and liabilities of the company in the Provinces referred to in section 4.

8. Transfer of assets prohibited.– No person shall transfer any of the assets of a company in respect of which a trustee has been appointed or create any charge or encumbrance on such assets and any transfer made or charge or encumbrance created in contravention of this section shall be void.

9. Liability of companies.– When a trustee is appointed in respect of a company only such liabilities of the company shall be deemed to be liabilities relating to the assets of the company vested in the trustee as may by determined by such authority. and in such manner as may be prescribed by rules made under this Act.

10. Amounts payable to trustee.– (1) Any amount payable to a company in respect of which a trustee has been appointed shall be paid to the trustee by the person liable to pay the same.
(2) Any person makes a payment under subsection (1) shall discharged from further liability to pay to the extent of the payment so made.
(3) Any payment made otherwise than in accordance with subsection (1) shall not discharge the person paying it from his obligation to pay the amount due, and shall affect the right of the trustee to enforce such obligation against any such person.

11. Instructions to trustee prohibited.– No person shall except on the authority, of the Federal Government, give any instructions to the trustee, not shall any person in any manner obstruct him in the discharge of his functions.

12. Bar of jurisdiction, etc.– (1) No Court shall call in question, or permit to be called in question, anything done or any action taken or purporting to be done or taken under this Act.
(2) No Court shall grant any injunction or make any order, nor shall any such Court entertain any proceedings, in relation to anything done or intended or purported to be done under this Act.
(3) No suit, prosecution or other legal proceedings shall lie against the Federal Government or the trustee or any person for anything in good faith done under this Act or any rule or order made or notification issued thereunder.

13. Power to make rules.– The Federal Government may, by Notification in the official Gazette, make such rules as appear to it to be necessary or expedient for carrying out the purposes of this Act.

14. Delegation of powers.– The Federal Government may, by Notification in the official Gazette, direct that all or any of its powers under this Act shall, subject to such conditions, if any, as may be specified in the notification, be exercised by such officer or authority- as may be so specified.

15. Removal of difficulties.– If any difficulty arises in giving effect to any provision of this Act, the Federal Government may make such order, not inconsistent with the provisions of this Act, including an order modifying the provisions of the memorandum or articles of association of company, as it considers necessary. or expedient for the purpose of removing of that difficulty.

16. Repeal. [Omitted by Ordinance XXVII of 1981].

THE COMPANIES
(APPOINTMENT OF LEGAL ADVISERS)
ACT, 1974
(X of 1974)

An Act to provider or the appointment of Legal :Advisers to companies
(Gazette of Pakistan, Extraordinary, 5th March, 1974)

WHEREAS it is expedient to provide for the appointment of Legal Advisers to companies and matters connected therewith it is hereby enacted as follows:

1. Short title, extent and commencement.–
(l) This Act may be called the Companies (Appointment of Legal Advisers) Act, 1974.
(2) It extends to the whole of Pakistan.
(3) It shall come into force at once.

2. Definitions.– In this Act, unless there is any thing repugnant in the subject or context:
(a) “Advocate” means an advocate entered in any roll under the provisions of the Legal Practitioners and Bar Councils Act, 1973 (XXXV of 1973).
(b) “Company” means a company formed and registered under the Companies Act, 1913 (VII of 1913), but does not include a company the paid-up capital of which is less than five lakh rupees or a company limited by guarantee or an association registered under section 26 of that Act;
(c) “Legal Adviser” means a person appointed as such under section 3; and
(d) “Registered firm” means firm registered under the Partnership Act, 1932 (IX of 1932), all the partners of which are advocates.

3. Appointment of Legal Adviser.– (1) Every company shall appoint at least one Legal Adviser on retainership to advise such company in the performance of its functions and the discharge of its duties in accordance with law:

Provided that a company in existence immediately before the commencement of this Act shall be deemed to have complied with the provisions of this subsection if it appoints a Legal Adviser before the expiration of three months from such commencement.
(2) No person other than an advocate or a registered firm shall be appointed to be a Legal Adviser.

4. Retainer.– Every Legal Adviser appointed by Company shall be paid by the company a retainer which shall in no case be less than one thousand two hundred rupees per mensum..

5. Who may not be appointed Legal Adviser.– A company shall not appoint an advocate or a registered firm to be its Legal Adviser, if upon such appointment, the number of companies of which such advocate or firm is a Legal Adviser will exceed–,
(a) in the case of the advocate, three: or
(b) in the case of the firm, the product of three and the total number of partners of the firm:
Provided that a company in existence immediately before the commencement of this Act shall be deemed to have complied with the provisions of this subsection if, before the expiration of three months from such commencement, it terminates the appointment of the advocate or registered firm the appointment of whom or which is prohibited by this subsection.
(2) No compensation shall be payable for the termination of an appointment of agreement under or by virtue of the operation of the provisions of subsection (2).

6. Power to exempt.– The Federal Government may, by notification in the official Gazette. exempt any company or class of companies from the operation of the provisions of subsection (1) of section 3 subject to such conditions and for such period as may be specified in the notification.

7. Penalty and procedure.– (1) If a company contravenes, or fails to comply with any of the provisions of this Act or the rules made thereunder, manager or other officer responsible for the conduct of its affairs shall unless he proves that the contravention or failure took place without his knowledge or that he exercised all diligence to prevent such contravention or failure, be deemed to be guilty of such contravention or failure and be punishable with simple imprisonment for a term which may extend to three months or with fine, or with both.
(2) No Court shall take cognizance of any offence punishable under this Act except on a report in writing of the facts constituting such offence made by an officer of the Federal Government or of a Provincial Government authorised by the Federal Government in this behalf.
(3) No Court inferior to that of a Magistrate of the first Class shall try an offence punishable under this Act.

8. Power to make rules.– (l) The Federal Government may by notification in the official Gazette, make rules for carrying out the purposes of the Act.
(2) In particular and without prejudice to the generality of the foregoing provision, such rules may provide for the maintenance of registers of Legal Advisers by companies, the form in which such registers shall be maintained, the furnishing of information by companies and the intervals at which such information shall be furnished.