{ "schema_version": "qanun-law-text/1", "id": "pk-code-27573b995e967010", "title": "Corporate Restructuring Companies Act, 2016", "source_collection": "Federal", "content_kind": "stored_law_text", "content_extent": null, "source_url": "https://pakistancode.gov.pk/alpha/UY2FqaJw1-apaUY2Fqa-apaUY2Jvb5s%3D-sg-jjjjjjjjjjjjj", "version": null, "source_snapshot": null, "legal_status": "not independently verified", "text_quality": "Complete stored UTF-8 TXT file recovered byte-for-byte from owned Drive. Source transcription retained verbatim; legal completeness, OCR accuracy and current consolidation unverified.", "text_sha256": "5fd3b14b9c16b1be1d17e1a1d5d066884e938542c799690088ee7d3fe4f8b788", "source_sha256": "5fd3b14b9c16b1be1d17e1a1d5d066884e938542c799690088ee7d3fe4f8b788", "text_version_id": "law:pk-code-27573b995e967010:sha256:5fd3b14b9c16b1be1d17e1a1d5d066884e938542c799690088ee7d3fe4f8b788", "quality_flags": [], "encoding": "UTF-8", "text": "Updated till 07.07.2022 \r\n \r\n \r\n \r\nTHE CORPORATE RESTRUCTURING COMPANIES ACT, 2016 \r\n \r\nCONTENTS \r\n \r\n \r\n \r\nSECTIONS \r\n \r\n1. Short title, extent and commencement. \r\n \r\n2. Definitions. \r\n \r\n3. Act to override other laws, contracts, instruments, memorandum and articles. \r\n \r\n4. Incorporation of Corporate Restructuring Company. \r\n \r\n5. Functions and powers. \r\n \r\n6. Transfer of non•performing assets. \r\n \r\n7. Legal proceedings. \r\n \r\n8. Notice and discharge. \r\n \r\n9. Power to require information. \r\n \r\n10. Special audit. \r\n \r\n11. Inquiry by the Commission. \r\n \r\n12. Destruction of documents. \r\n \r\n13. Penalty for non•compliance or contravention. \r\n \r\n14. Enforcement of orders of the Commission. \r\n \r\n15. Power to make rules. \r\n\r\nPage 2 of 15 \r\n16. Power to make regulations. \r\n \r\n17. Power to issue directives, circulars, guidelines, etc. \r\n \r\n18. Power to remove difficulties. \r\nPage 3 of 15 \r\nTHE CORPORATE RESTRUCTURING COMPANIES ACT, 2016 \r\n \r\nACT No. XXXII OF 2016 \r\n[28th June, 2016] \r\n \r\nAn Act to provide for the establishment and regulation of corporate restructuring companies \r\n \r\nWHEREAS it is expedient to provide for the establishment, licensing and regulation of \r\ncorporate restructuring companies and the manner in which they can carry on business; \r\n \r\nIt is hereby enacted as follows:⸺ \r\n \r\n1. Short title, extent and commencement. —(1) This Act shall be called the Corporate \r\nRestructuring Companies Act, 2016. \r\n \r\n(2) It extends to the whole of Pakistan. \r\n \r\n(3) This section shall come into force at once and the rem aining provisions of this Act shall \r\ncome into force on such date as the Federal Government may, by notification in the official Gazette, \r\nappoint and different dates may be so appointed for different provisions of this Act. \r\n \r\n2. Definitions.—(1) In this Act, unless there is anything repugnant in the subject or context,— \r\n \r\n(i) “affiliate” means a shareholder, director, employee, agent or adviser of a \r\nfinancial institution and includes an entity that directly or indirectly controls or \r\nis controlled by such financial institution, and a shareholder, director, employee, \r\nagent or adviser of such entity; \r\n \r\n(ii) “collateral” means a property in relation to which security interest of any \r\ndescription has been created; \r\n \r\n1[(iia) “Companies Act” means the Companies Act, 2017 (XIX of 2017);] \r\n \r\n(iii) “control” means direct or indirect ownership of fifty percent or more of the \r\nvoting rights in an entity; \r\n \r\n(iv) “corporate restructuring company” means a public limited company licensed by \r\nthe Commission under this Act to carry out the business of,- \r\n \r\n(a) acquisition, management, restructuring and resolution of non - \r\nperforming assets of financial institutions 1[save as otherwise \r\nprovided for in section 8A] ; and \r\n \r\n(b) restructuring, reorganization, revival and liquidation of \r\ncommercially or financially distressed companies and their \r\nbusinesses. \r\n \r\n(v) “Commission” means the Securities and Exchange Commission of Pakistan; \r\n \r\n1Ins. and added by the Corporate Restructuring Companies (Amendment) Act, 2021 (XXXII of 2021), s. 2. \r\nPage 4 of 15 \r\n1[* * * * * * *] \r\n \r\n(vii) “financial asset” includes any short, medium or long term interest and \r\nnon•interest bearing loan, finance, advance, lease, installment, term finance \r\ncertificate, participation term certificate, modaraba, musharaka, ijara, profit \r\nand loss sharing agreement, redeemable capital, guarantee or contractual right \r\nto receive payment of money in respect of sums advanced or committed to an \r\nobligor by a financial institution; \r\n \r\n(viii) “financial institution” means a financial institution as defined under clause (a) \r\nof section 2 of the Financial Institutions (Recovery of Finances) Ordinance, \r\n2001 (XLVI of 2001); \r\n \r\n(ix) “Government Agency” means a department, agency or a body corporate set up \r\nor established by the Federal Government or a Provincial Government and \r\nincludes the Federal Government and a Provincial Government itself; \r\n \r\n(x) “non•performing asset” means a financial asset held on the books of a financial \r\ninstitution with respect to which the obligor has been in arrears for more than \r\none year on any payment obligation 2[or which has been classified by the \r\nfinancial institution as a loss in its books in accordance with the applicable laws] \r\nand includes all security interests with respect thereto; \r\n \r\n(xi) “obligor” means any individual, proprietorship, partnership, trust, company or \r\nother entity that has, with respect to a financial asset, a contractual or legal \r\nobligation to make payment, effect performance, provide security or collateral, \r\nwhether as principal, surety, guarantor or otherwise and whether such obligation \r\nis primary, secondary, matured or contingent; \r\n \r\n1[* * * * * * *] \r\n \r\n(xiii) “person” includes an individual, partnership, firm and company but does not \r\ninclude a Government agency; \r\n \r\n(xiv) “prescribed” means prescribed by rules or regulations made under this Act; \r\n \r\n(xv) “property” means property of any description, movable or immovable, tangible \r\nor intangible, and rights, interests, title and claims attached to property, whether \r\ncertain or contingent, existing or arising in future, and shall include documents \r\nof title pertaining to a property; \r\n \r\n(xvi) “regulations” means regulations made by the Commission under this Act; \r\n \r\n(xvii) “rules” means rules made by the Federal Government under this Act; \r\n \r\n(xviii) “security interest” means a guarantee, charge, mortgage, lien, hypothecation, \r\npledge, assignment or any other security interest in relation to collateral; \r\n \r\n1Omitted clause VI and XII by the Corporate Restructuring Companies (Amendment) Act, 2021 (XXXII of 2021), s. 2. \r\n2Ins. certain words ibid. \r\nPage 5 of 15 \r\n(xix) “SECP Act” means the Securities and Exchange Commission of Pakistan Act, \r\n1997 (XLII of 1997); \r\n \r\n(xx) “speculative transaction” means a transaction which,— \r\n \r\n(a) substantially relates to the purchase or sale of any commodity, \r\nincluding bonds, debentures, shares or right to, or interes t in, \r\nproperty of any description; \r\n \r\n(b) provides for settlement or execution otherwise than by actual \r\ndelivery or transfer of such commodity; \r\n \r\n(c) secures against loss on account of price fluctuations and risks \r\nassociated with volatility in market; and \r\n \r\n(d) may be prescribed by the Commission from time to time; \r\n \r\n(xxi) “transferor” means the financial institution which enters into the transfer and \r\nassignment agreement provided in clause (a) of sub•section (1) of section 6; and \r\n \r\n1[(xxia) “trust” means a trust constituted pursuant to section 6A;] \r\n \r\n(xxii) “vesting date” means the date of signing of the transfer and assignment \r\nagreement between a financial institution and a Corporate Restructuring \r\nCompany as provided in clause (b) of sub•section (1) of section 6. \r\n \r\n(2) The words and expressions used but not defined in this Act shall have the same meaning \r\nas is assigned to them in the 2[Companies Act] or the SECP Act. \r\n \r\n3. Act to override other laws, contracts, instruments, memorandum and articles. —Save \r\nas otherwise expressly provided in this Act, the provisions of this Act shall have effect notwithstanding \r\nanything to the contrary contained in any other law, contract, instrument, memorandum or articles of \r\na company or in any agreement executed by a company or in any resolution passed by the company in \r\na general meeting or by its directors, whether the same is registered, executed or passed, before or after \r\nthe commencement of this Act. \r\n \r\n4. Incorporation of Corporate Restructuring Company.—(1) No Corporate Restructuring \r\nCompany shall be incorporated without the prior approval of the Commission. \r\n \r\n(2) No Corporate Restructuring Company shall carry on business unless it is established as a \r\npublic limited company under the 2[Companies Act] and holds a licence issued in this behalf by the \r\nCommission and any such licence may be issued subject to such general or special conditions and \r\nupon payment of such fee as the Commission may deem fit to impose. \r\n \r\n5. Functions and powers.—(1) Subject to the provisions of section 4, a Corporate \r\nRestructuring Company may exercise one or more of the following functions and powers, namely:— \r\n \r\n(a) to acquire, buy, hold, manage, restructure, reschedule, resolve, settle, recover, \r\n \r\n \r\n1Ins. new clause (XXIa) by the Corporate Restructuring Companies (Amendment) Act, 2021 (XXXII of 2021), ss. 2-3. \r\n2Subs, for “ordinance” ibid. \r\nPage 6 of 15 \r\nassign, transfer and dispose of non­performing assets; \r\n \r\n(b) to deal with any loan, advance, financial commitment, lease, hire• \r\npurchase, rental, sale and buy•back arrangement, mudaraba, musharaka, ijara \r\nor other financial transaction or security interest relating to non•performing \r\nassets; \r\n \r\n(c) to acquire, take over, hold, re•organize, restructure, encumber, assign, sell, lease \r\nand otherwise deal with any asset, property, undertaking or collateral with \r\nrespect to non•performing assets; \r\n \r\n(d) to acquire, hold, manage, restructure, reorganize, revive, merge, amalgamate, \r\nlease, liquidate, assign and dispose of distressed companies, their businesses \r\nand properties; \r\n \r\n(e) to advise, develop, advance, support, implement and raise finances for \r\nrehabilitation, restructuring, reorganization or liquidation of distressed \r\ncompanies, their businesses and properties; \r\n \r\n(f) to enter into partnerships, joint venture agreement, profit or loss sharing \r\narrangement or otherwise collaborate or participate with any company or other \r\nperson in relation to non•performing assets or distressed companies; \r\n \r\n(g) to commence, continue, defend, desist, enforce, implement and perform any and \r\nall actions or activities in relation to non•performing assets and distressed \r\ncompanies; 1[*] \r\n \r\n(h) to establish, promote, concur or participate in establishing or promoting any \r\ncompany or other entity, the establishment or promotion of which may seem, \r\ndirectly or indirectly, to benefit its business 2[;] \r\n \r\n3[(i) to provide finance as defined in the Financial Institutions (Recovery of \r\nFinances) Ordinance, 2001 (XLVI of 2001) for carrying out the purposes of this \r\nAct; \r\n \r\n(j) to establish and provide management services to trusts in terms of section 6A; \r\n \r\n(k) to act as an agent for any financial institution for the purpose of recovering their \r\nnon-performing assets as provided under section 6B; and \r\n \r\n(l) to develop and implement a scheme in terms of section 8A.] \r\n \r\n(2) No Corporate Restructuring Company or its directors, officers and agents shall perform any \r\nfunction and exercise any power under this Act so as— \r\n \r\n(a) to involve in speculative transactions; \r\n \r\n(b) to aid an obligor with the sole object to avoid its debt obligations or performance \r\nof a contract, remove its assets and properties from the reach of its creditors, \r\n \r\n1Omitted the word “and” by the Corporate Restructuring Companies (Amendment) Act, 2021 (XXXII of 2021), s.4. \r\n2Subs. for “full stop” Ibid. \r\n3Ins. new clauses from “I to L” Ibid. \r\nPage 7 of 15 \r\nevade payment of any tax, duty or other fiscal charge to Government Agency; \r\n \r\n(c) to circumvent fair valuation and proper appraisal of non•performing assets and \r\nthe collateral thereof by reputable evaluating and appraising entities; \r\n \r\n(d) to transact business other than at arm's length; and \r\n \r\n(e) not to comply with the applicable laws, except as expressly provided otherwise \r\nunder this Act. \r\n \r\n6. Transfer of non•performing assets.—(1) Notwithstanding anything to the contrary \r\ncontained in any law, decree, judgment, order, contract, instrument or document,— \r\n \r\n(a) a financial institution may, with the prior approval of its Board of Directors, \r\ntransfer and assign its non•performing assets to a Corporate Restructuring \r\nCompany, other than a Corporate Restructuring Company 1[* * *] controlled by \r\nsuch financial institution or its affiliates, 2[subject to clause (e) of sub -section \r\n(1),] by entering into a transfer and assignment agreement with it on such terms \r\nand conditions as may be mutually agreed upon between them; \r\n \r\n(b) on the vesting date, all rights, title, interest, benefits, privileges and remedies of \r\nsuch financial institution, concerning the non•performing assets and the \r\nobligors thereto, shall stand transferred, assigned, conveyed, sold and vested in \r\nfavour of the Corporate Restructuring Company without the need of any further \r\naction, agreement or instrument; \r\n \r\n(c) the transfer and assignment agreement shall not be required to be compulsorily \r\nregistered under any law; 3[*] \r\n \r\n(d) all contracts, deeds, instruments, approvals, commitments or consents relating \r\nto the non•performing assets subsisting or having effect immediately before the \r\nvesting date and to which the transferor may have been a party or beneficiary \r\nshall be of full force and effect in favour of or against the Corporate \r\nRestructuring Company and may be enforced or acted upon as fully and \r\neffectively as if, in the place of such financial institution, the Corporate \r\nRestructuring Company had been a party or beneficiary 4[; and] \r\n \r\n5[(e) any transfer or assignment of non -performing assets pursuant to the transfer and \r\nassignment agreement shall be deemed to be affected by operation of law and \r\nnot— \r\n(i) by virtue of execution of such agreement by any party thereto; \r\nand \r\n(ii) constitute any assignment, transfer, devolution, conveyance, \r\nlease, consent order, alienation, parting with possession or any \r\nother disposition under any applicable law other than the \r\nprovisions of section 6.] \r\n \r\n1Omitted the words “established, owner or” by the Corporate Restructuring Companies (Amendment) Act, 2021 (XXXII of 2021), s. 5. \r\n2Ins. certain words, Ibid. \r\n3Omitted the word “and ” Ibid. \r\n4Subs. and ins. for the “full stop” Ibid. \r\n5Added new clause (e) Ibid. \r\n1Ins. new “sections 6A and 6B” by the Corporate Restructuring Companies (Amendment) Act, 2021 (XXXII of 2021), s. 6. \r\nPage 8 of 15 \r\n \r\n(2) The rights, powers and remedies provided to a Corporate Restructuring Company under \r\nthis Act may be exercised separately or concurrently by it and are in addition to and not in lieu or \r\nderogation of any other rights or remedies that it or any other person may legally have in respect of \r\nnon•performing assets and the collateral thereof. \r\n \r\n1[6A. Creation of trust.⸺(1) A Corporate Restructuring Company may constitute one or more \r\ntrusts under the Trusts Act, 1882 (II of 1882) for the purpose of acquiring non-performing assets from \r\nfinancial institutions. \r\n \r\n(2) A trust constituted under sub-section (1) may acquire non-performing assets from a \r\nfinancial institution in accordance with section 6, provided that the transfer and assignment agreement \r\nshall be entered into by the Corporate Restructuring Company, for and on behalf of the trust. \r\n \r\n(3) The management of any trust constituted under sub-section (1) shall vest in the Corporate \r\nRestructuring Company on the terms set forth in the constitutive document of such trust. \r\n \r\n(4) The trust may be liquidated in a manner as may be prescribed. \r\n \r\n(5) For the purpose of giving effect to section 6A, the references in this Act to a Corporate \r\nRestructuring Company shall, unless repugnant to the context, include a trust established under section \r\n6A. \r\n \r\n6B. Appointment of a Corporate Restructuring Company as a recovery agent.⸺A \r\nfinancial institution may appoint a Corporate Restructuring Company as its agent for recovery of its \r\nnon-performing assets by entering into an agency agreement with such Corporate Restructuring \r\nCompany on such terms and conditions as may be mutually agreed between them: \r\n \r\nProvided that in case an agency relationship, there shall be no transfer of any non -performing \r\nassets to Corporate Restructuring Company.] \r\n \r\n7. Legal proceedings.—(1) All proceedings by or against a transferor relating to the non• \r\nperforming assets transferred to a Corporate Restructuring Company and the obligors and collateral \r\nthereof, which may be pending before any Court, tribunal, arbitrator or authority immediately before \r\nthe vesting date, shall— \r\n \r\n(a) be continued, prosecuted, defended, enforced and executed by or against the \r\nCorporate Restructuring Company in the same manner and to the same extent \r\nas would have been continued, prosecuted, defended, enforced and executed by \r\nor against the transferor; \r\n \r\n(b) proceed from the stage which such proceedings had reached on the vesting date \r\nand shall not require any fresh filing, recalling and rehearing of any witness or \r\nrecording of any evidence already completed; and \r\n \r\n(c) be continued, decided and disposed of in accordance with the provisions of the \r\nrespective law, as amended or re•enacted, under which the same were instituted \r\nor filed. \r\n1Ins. new “sections 7A and 7B” by the Corporate Restructuring Companies (Amendment) Act, 2021 (XXXII of 2021), s. 7. \r\nPage 9 of 15 \r\n \r\n(2) Any new proceedings by or against the Corporate Restructuring Company may be instituted \r\nand shall be entertained, adjudicated and disposed of in accordance with the laws, as amended or re• \r\nenacted, under which proceedings were authorized to be instituted by or aga inst the transferor, \r\nrespectively, including the Financial Institutions (Recovery of Finances) Ordinance, 2001 (XLVI of \r\n2001), the Ordinance, the Offences in Respect of Banks (Special Courts) Ordinance, 1984 (IX of \r\n1984), Code of Civil Procedure, 1908 (Act V of 1908) and the Code of Criminal Procedure, 1898 (Act \r\nV of 1898). \r\n \r\n(3) Without prejudice to the provisions of sub•section (2), a Corporate Restructuring Company \r\nshall be deemed to be a financial institution for the purposes of clause (a) of section 2 of the Financial \r\nInstitutions (Recovery of Finances) Ordinance, 2001 (XLVI of 2001) but shall not be treated as a \r\nbanking company under the Banking Companies Ordinance, 1962 (LVII of 1962). \r\n \r\n(4) Any reference to the transferor in the proceedings referred to in this section, the record and \r\ndocuments of such proceedings or decrees, judgments and orders passed in such proceedings shall, \r\nexcept where the context otherwise requires, be construed and read as reference to the Corporate \r\nRestructuring Company. \r\n \r\n(5) Without prejudice to the provisions of the foregoing sub•sections, the Corporate \r\nRestructuring Company may submit an application supported by the affidavit of its chief executive \r\nofficer, containing particulars of the proceedings mentioned under sub•section (1), w ith the Registrar \r\nof the court, tribunal, arbitrator or authority before which such proceedings are pending and on receipt \r\nof such affidavit the name of the Corporate Restructuring Company in place of the transferor, as the \r\ncase may be, shall be substituted. \r\n \r\n1[7A. Exchange of information.⸺(l) For the purposes of this Act, financial institutions may \r\nexchange information relating to an obligor on confidential basis with the Corporate Restructuring \r\nCompany. \r\n \r\n(2) No suit or other legal proceedings sh all lie against any financial institution or its officers, \r\nfor anything done in good faith in pursuance of this section or for any damage caused or likely to be \r\ncaused by anything done or intended to be done as aforesaid. \r\n \r\n7B. Credit institution.⸺A Corporate Restructuring Company shall be deemed to be a credit \r\ninstitution for the purposes of the Credit Bureaus Act, 2015 (XI of 2015).] \r\n \r\n8. Notice and discharge. —(1) A Corporate Restructuring Company may, on or after the \r\nvesting date, give a duly signed and sealed notice of transfer of the non•performing assets to the \r\nobligors, State Bank of Pakistan, Commission and any other concerned person, including, to the \r\nregistering authority in whose jurisdiction any security interest with respect to such non•perf orming \r\nassets or any other interest concerning the collateral or any indebtedness of the obligors relating to the \r\nnon•performing assets, had been recorded or registered. \r\n \r\n(2) A transfer and assignment agreement shall not be effective as against the obligors of the \r\nnon•performing assets transferred by such agreement until due notice thereof is provided to such \r\nobligors. \r\n \r\n(3) Subject to sub•section (2), the obligors of the non•performing assets transferred and \r\n1Ins. new “sections 8A and 8B” by the Corporate Restructuring Companies (Amendment) Act, 2021 (XXXII of 2021), s. 8. \r\nPage 10 of 15 \r\n \r\nassigned to a Corporate Restructuring Company by a financial institution shall make payment to the \r\nCorporate Restructuring Company and obtain any effective discharge from it after retirement of their \r\nliabilities to the entire satisfaction of the Corporate Restructuring Company. \r\n \r\n1[8A. Scheme.⸺(1) A Corporate Restructuring Company, holding at least two -third in value \r\nof the principal amount payable to the secured financial institutions, may present a scheme to the \r\nCorporate Restructuring Board which may sanction such a scheme, subject to the provisions of this \r\nAct. \r\n \r\n(2) For the purpose of determining the requisite majority of secured financial in stitutions as \r\nprovided in sub-section (1), the Corporate Restructuring Company⸺ \r\n \r\n(a) may rely on the publicly available information with the Registrar of Companies; \r\nand \r\n \r\n(b) shall send a notice to the secured financial institutions in terms of which the \r\nsecured financial institutions shall be required to swear, within fourteen \r\ncalendar days of such notice, an affidavit in relation to the following, namely:— \r\n \r\n(i) specify the principal amount owed and outstanding from the \r\nobligor together with the nature and extent of their security \r\ninterest; \r\n \r\n(ii) basis on which the executant of the affidavit is authorized to \r\nexecute and bind the concerned financial institution; and \r\n \r\n(iii) any other matters as may be required by the Corporate \r\nRestructuring Company or as may be prescribed. \r\n \r\n(3) If the affidavit provided by any person is false or incorrect in any material respect, or omits \r\nany material fact, knowing it to be material or such person fails to provide the same within the time \r\nframe or in the manner set forth in sub-section (2), the Commission, in consultation with the Corporate \r\nRestructuring Board, may impose a penalty on such a person of an amount not exceeding fifty million \r\nRupees and such penalty shall be in addition to and without prejudice to any other remedy available \r\nto any party that may have been effected by a false affidavit or due to the failure to provide the affidavit. \r\n \r\n(4) The Corporate Restructuring Board shall, upon receipt of a scheme from a Corporate \r\nRestructuring Company in terms of sub -section (1) and in the manner and period prescribed, invite \r\nobjections to the same. \r\n \r\n(5) If the Corporate Restructuring Board on consideration of the objections is of the view that \r\nthe objections are not valid, it may sanction the scheme. \r\n \r\n(6) If the scheme is sanctioned by the Corporate Restructuring Board, by virtue of the scheme, \r\nthe same shall be binding on the concerned obligor, all its creditors of whatsoever nature, its members \r\nand shareholders, its liquidators and other persons who have any interest in the company, pecuniary or \r\notherwise, and shall have effect without requiring compliance with and notwithstanding any⸺ \r\nPage 11 of 15 \r\n(a) other law for the time being in force; \r\n \r\n(b) agreement or contract entered into or applicable to the concerned obligor; and \r\n \r\n(c) agreement or contract entered into inter se financial institutions and other creditors of \r\nthe concerned obligor. \r\n \r\n(7) The Corporate Restructuring Board may refuse to sanction the scheme where it is satisfied \r\nthat either the scheme suffers from illegality or procedural requirements of this Act or the rules made \r\nthereunder have not been complied with. \r\n \r\n(8) The provisions of clause (e) of sub-section (1) of section 6 shall apply mutatis mutandis to \r\na scheme sanctioned by the Corporate Restructuring Board under this section. \r\n \r\n(9) Any person aggrieved by the order of the Corporate Restructuring Board may, within thirty \r\ndays of the date of such order, file a petition for leave to appeal in the High Court having jurisdiction. \r\n \r\n(10) When a scheme is presented to the Corporate Restructuring Board in terms of sub-section \r\n(1), no suit or other legal proceedings shall be proceeded with or commenced against the obligor until \r\nthe scheme is sanctioned by the Corporate Restructuring Board and has attained finality in terms of \r\nsub-section (9) or such sanction has been refused by the Corporate Restructuring Board, whichever is \r\nearlier. \r\n \r\n(11) Upon sanctioning of the scheme and the same having attained finality in terms of sub - \r\nsection (6), all suits or other legal proceedings pending against the obligor shall stand abated, provided \r\nthat a scheme may provide for continuation of any suit or proceeding set forth therein. \r\n \r\n(12) Sections 279 to 283 of the Companies Act shall not apply to any scheme under this section. \r\n \r\n(13) Notwithstanding anything contained in any other law, no civil court as provided for in the \r\nCode of Ci vii Procedure, 1908 (V of 1908) or any other court shall have jurisdiction to entertain any \r\nsuit or proceeding in respect of any matter which the High Court is empowered to determine by or \r\nunder this section. \r\n \r\n(14) For the purposes of the is section,⸺ \r\n \r\n(a) “High Court” means the High Court of the Province where registered office of \r\nthe Corporate Restructuring Company is located; and \r\n \r\n(b) “Corporate Restructuring Board” means a board notified by the Federal \r\nGovernment in the official Gazette comprising of not more than five members \r\nwho shall be professionals having experience and sound knowle dge of dealing \r\nwith company law or recovery of non -performing assets or restructuring and \r\nrehabilitation of companies in financial distress, and in this regard, subject to \r\nthe foregoing, any or all of the following matters may be prescribed through \r\nrules, namely:⸺ \r\n \r\n(i) functions of the Corporate Restructuring Board and its members; \r\n \r\n(ii) composition, appointment and governance of the Corporate \r\nRestructuring Board and its code of conduct; \r\nPage 12 of 15 \r\n(iii) remuneration and privileges of members of the Corporate \r\nRestructuring Board; \r\n \r\n(iv) eligibility and qualifications of the members of the Corporate \r\nRestructuring Board; \r\n \r\n(v) budgetary allocation for the proper functioning of the Corporate \r\nRestructuring Board and its staff and matters connected to its \r\naccountability; and \r\n \r\n(vi) any other matter that may be considered necessary or expedient \r\nfor the purpose of furthering the objectives of this section. \r\n \r\n(c) “Scheme” means any arrangement, for the purpose of achieving the objectives \r\nof this Act, e ntered into amongst the obligor, the Corporate Restructuring \r\nCompany and one or more secured financial institutions, that contains one or \r\nmore of the following, namely:⸺ \r\n \r\n(i) the sale or lease of a part or whole of the business or assets of \r\nthe obligor; \r\n \r\n(ii) rescheduling of payments of debt payable by the obligor; \r\n \r\n(iii) enforcement of any pledge by a third party securing the \r\nobligations of the obligor; \r\n \r\n(iv) settlement of dues payable by the obligor; \r\n \r\n(v) conversion of any portion of debt into ordinary shares of the \r\nobligor; \r\n \r\n(vi) conversion of any portion of debt into assets or properties of the \r\nobligor; \r\n \r\n(vii) matters connected with pending suits and other proceedings \r\nagainst the obligor, including in connection with their \r\nabatement; and \r\n \r\n(viii) provisions that are incidental or conducive to facilitating, \r\npromoting or advancing any matter referred to in sub-clauses (a) \r\nto (g) or such other matter as may be prescribed. \r\n \r\n(d) “Secured financial institutions” means in relation to an obligor, all financial \r\ninstitutions that have created a security interest over any or all of the assets or \r\nproperties of the obligor, irrespective of⸺ \r\n \r\n(i) whether such security interest is shared amongst such financial \r\ninstitutions as a syndicate or otherwise; \r\n \r\n(ii) ranking of such security interest amongst such financial \r\ninstitutions; and \r\nPage 13 of 15 \r\n(iii) whether such security interest secures a non-performing asset. \r\n \r\n8B. Special bench of High Court.⸺(1) The High Courts shall constitute one or more special \r\nbenches consisting of one or more Judges to adjudicate the cases under this Act. \r\n \r\n(2) The special benches as constituted under sub-section (1) shall decide the cases in \r\naccordance with the procedure prescribed through rules, if any, within ninety days from the date of \r\ninstitution of the case.] \r\n \r\n9. Power to require information. —(1) The Commission may, at any time, by notice in \r\nwriting, require one or more Corporate Restructuring Companies and their management to furnish it, \r\nwithin the time specified therein or such further time as the Commission may allow, an y statement, \r\ninformation or document relating to the business or affairs of such Corporate Restructuring \r\nCompanies. \r\n \r\n(2) No Corporate Restructuring Company or its director, officer, employee, auditor or agent \r\nshall, in any document, prospectus, report, return, accounts, information or explanation required to be \r\nfurnished in pursuance of this Act or the rules or regulations made thereunder, make any statement or \r\ngive any information which he knows or has reasonable cause to believe to be false or incorrect or \r\nomit any material fact therefrom. \r\n \r\n10. Special audit.⸺(1) The Commission shall monitor the general financial condition of the \r\nCorporate Restructuring Companies and may, at its discretion, order special audit and appoint an \r\nauditor to carry out detailed scrutiny of the affairs of one or more Corporate Restructuring Companies \r\nand the Commission may, at any time, issue such directions as it may deem appropriate. \r\n \r\n(2) The Commission may, during the course of special audit, pass such interim orders and \r\ndirections as it may deem appropriate. \r\n \r\n(3) On the basis of the special audit report, the Commission may direct a Corporate \r\nRestructuring Company and its management to do or to abstain from doing such acts that may secure \r\nthe interest of its shareholders and creditors and any such directions shall be complied within such \r\ntime as may be specified by the Commission. \r\n \r\n(4) The provisions of 1[section 249 of the Companies Act] shall apply mutatis mutandis to the \r\nauditor appointed to carry out the special audit of the Corporate Restructuring Company. \r\n \r\n11. Inquiry by the Commission. —(1) On the complaint of any concerned person or on its \r\nown motion, the Commission may, on the basis of material available with it, cause an inquiry or \r\ninspection to be made by any person appointed in this behalf into the affairs of a Corporate \r\nRestructuring Company or its directors, officers or an associated company or undertaking. \r\n \r\n1Subs. for “section 255 of the ordinance ” by the Corporate Restructuring Companies (Amendment) Act, 2021 (XXXII of 2021), s. 9. \r\nPage 14 of 15 \r\n(2) Where an inquiry or inspection under sub•section (1) has been ordered, the director, officer \r\nor associated company or undertaking to which the enquiry or inspection relates and every other person \r\nwho has had any dealing with the Corporate Restructuring Company, its director, officer or associated \r\ncompany shall furnish such information in his custody or power or within his knowledge relating to or \r\nhaving bearing on the subject-matter of the inquiry or inspection as the person conducting the enquiry \r\nor inspection may by notice in writing require. \r\n \r\n(3) The person conducting an inquiry or inspection under sub•section (1) may call for, inspect \r\nand seize books of account and documents in possession of the Corporate Restructuring Company or \r\nits directors, officers or associated companies. \r\n \r\n(4) Upon completion of the inquiry or inspection, a formal report will be submitted to the \r\nCommission about the outcome of the inquiry or inspection and the Commission may, after sharing \r\nthe inquiry or inspection report, and where deemed appropriate, after providing an opportunity of \r\nhearing to the Corporate Restructuring Company, pass such directions or orders, including imposition \r\nof fine, as it deems fit. \r\n \r\n12. Destruction of documents. ⸺No person shall destroy, falsify, conceal or dispose of, or \r\ncause or permit the destruction, falsification, concealment or disposal of, any document, which he \r\nknows or ought to know is relevant to an inquiry, inspection, auditor has been called by the \r\nCommission. \r\n \r\n13. Penalty for non•compliance or contravention.—(1) Notwithstanding anything contained \r\nin any other provision of this Act, if a Corporate Restructuring Company or its affiliate or associated \r\ncompany fails or refuses to comply with or knowingly contravenes any provision contained in this Act \r\nor of any of the provisions of the rules or regulations made thereunder or any order or direction or \r\ndirectives or circular passed by the Commission under the provisions contained in this Act or \r\nknowingly and willfully autho rizes or permits such failure, refusal or contravention or makes a false \r\nstatement, shall, in addition to any other penalty provided by law, be liable to a fine of an amount not \r\nexceeding fifty million rupees and for a further fine of two hundred thousand rupees for every day, \r\nafter the first day, during which the contravention continues. \r\n \r\n(2) Without prejudice to the provisions of sub•section (1), in case of contravention of any \r\nprovision of this Act or the rules or regulations made thereunder or non•compliance of any direction \r\ngiven or order passed thereunder by the Commission, the Commission may cancel the licence of a \r\nCorporate Restructuring Company, after issuing a show cause notice and giving it an opportunity of \r\nbeing heard, or pass any other order which may be deemed appropriate by the Commission. \r\n \r\n(3) Upon cancellation of the licence, the functions and carrying on the business of a Corporate \r\nRestructuring Company shall cease and the Commission may move the Court having jurisdiction for \r\nwinding up of the Corporate Restructuring Company. \r\n \r\n14. Enforcement of orders of the Commission. —(1) Any fine imposed by the Commission \r\nin the exercise of its powers under this Act shall be payable to the Commission and may be recovered \r\nby the Commission as arrears of land revenue. \r\n \r\n(2) Any amount which cannot be recovered as arrears of land revenue may be recovered as a \r\ndecree for the payment of money under the Code of Civil Procedure, 1908 (Act V of 1908). \r\nPage 15 of 15 \r\n(3) The Commission may issue such directions as may be necessary or expedient to give effect \r\nto its orders or to prevent abuse of its process, including but not limited to, seeking the assistance of \r\nthe local administration or Police who shall be bound to provide assistance. \r\n \r\n15. Power to make rules. —(1) The Federal Government may, by notification in the official \r\nGazette, make rules for carrying out the purposes of this Act. \r\n \r\n(2) All rules made under sub•section (1) shall be subject to previous publication for eliciting \r\npublic opinion thereon. \r\n \r\n16. Power to make regulations.—(1) The Commission may, by notification in the official \r\nGazette make regulations, not inconsistent with the rules, for carrying out the purposes of this Act. \r\n \r\n(2) All regulations made under sub•section (1) shall be subject to previous publication for \r\neliciting public opinion thereon. \r\n \r\n17. Power to issue directives, circulars, guidelines, etc. ⸺The Commission may from time \r\nto time issue such directives, circulars, guidelines, etc. as may be necessary for carrying out the \r\npurposes of this Act or the rules and regulations made thereunder. \r\n \r\n18. Power to remove difficulties.⸺If any difficulty arises in giving effect to the provisions of \r\nthis Act, the President may, by notification in the official Gazette, make an order not inconsistent with \r\nthe provisions of this Act for removing the difficulty. \r\n \r\n1[19. Validation of Laws.—Notwithstanding anything contained in any other law, all transfer \r\nof non-performing assets undertaken, orders made, proceedings taken and act done, rules, regulation, \r\ncirculars, notification and other legal instruments made at any time until the enactment of the Corporate \r\nRestructuring Companies (Amendment) Act, 2021 are declared and affirmed to have been and shall \r\ndeemed to have always been, validly undertaken, made, decided, taken or done and shall not be called \r\nin question in any court on any ground whatsoever.] \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n \r\n1Ins. new “section 19”by the Corporate Restructuring Companies (Amendment) Act, 2021 (XXXII of 2021), s. 10.", "passage_offset_convention": "zero-based Unicode code points and UTF8 bytes; end exclusive", "passages": [ { "passage_id": 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