Regional Development Finance Corporation and Small Business Finance Corporation (Amalgamation and Conversion) Ordinance, 2001

Exact source transcription retained, including print layout and extraction artifacts. Text SHA-256: 1e771cbb20c8c7941164178d8af16a502f78fc6177333df1c6b416a80e9412e5.

Page 1 of 5 
 
 
 
 THE REGIONAL DEVELOPMENT FINANCE CORPORATION 
AND SMALL BUSINESS FINANCE CORPORATION 
(AMALGAMATION AND CONVERSION) ORDINANCE 2001 
 
 
 
 
CONTENTS 
 
1. Short title, extent and commencement 
2. Definitions 
3. Amalgamation of the R.D.F.C. and S.B.F.C 
4. Registration of the company 
5. Transfer and vesting of assets, contracts, liabilities, proceedings and undertakings 
6. Continuation of taking deposits and other business 
7. Continuation of service in the company 
8. Contracts and proceedings 
9. Bar to jurisdiction 
10. Indemnity 
11. Ordinance to override other laws, etc. 
12. Power to make rules 
13. Removal of difficulties 
14. Repeal 
 
  

 
Page 2 of 5 
 
THE REGIONAL DEVELOPMENT FINANCE CORPORATION AND SMALL 
BUSINESS FINANCE CORPORATION (AMALGAMATION AND 
CONVERSION) ORDINANCE 2001 
ORDINANCE No. LVI OF 2001 
[19th October, 2001] 
An Ordinance to amalgamate the Regional Development Finance Corporation and the Small 
Business Finance Corporation and to convert them into a public limited company 
WHEREAS it is expedient to provide for the amalgamation and conversion of the Regional 
Development Finance Corporation and the Small Business Finance Corporation into a public limited 
company and for matters connected therewith or ancillary thereto; 
AND Whereas the President is satisfied that the circumstances exist which render it necessary 
to take immediate action; 
NOW, THEREFORE, in pursuance of the Proclamation of Emergency of the fourteenth day 
of October, 1999, and the Provisional Constitution Order No. 1 of 1999, read with the Provisional 
Constitution (Amendment) Order No .9 of 1999, and in exercise of all powers enabling him in that 
behalf, the President of the Islamic Republic of Pakistan is pleased to make and promulgate the 
following Ordinance: 
1. Short title, extent and commencement. ___ (1) This Ordinance may be called the Regional 
Development Finance Corporation and Small Business Finance Corporation  (Amalgamation and 
Conversion) Ordinance, 2001.  
(2) It extends to the whole of Pakistan. 
(3) It shall come into force at once. 
2. Definitions. ___(1) In  this Ordinance, unless there is anything repugnant in the  subject or 
context,___ 
(a) “assets” means  rights,  and  powers  of  every description  and  includes  all 
properties, movable  or  immovable,  tangible  or  intangible,  mortgages, 
charges and claims in the name of the RDFC or SBFC, as the case may be; 
(b) “company” means the company, formed and registered pursuant to section 4; 
(c) “contracts” means; all contracts, agreements, bonds, guarantees, indemnities, 
representations, obligations, undertakings and other legal documents and 
instruments of every description executed by or on behalf of  the RDFC or 
SBFC, as the case may be, including employment, investment, sales and 
financial contracts with whomsoever;                
  *(d) “effective date” means the date specified in the Order; 
 
* i.e. 1-1-2001,vide S.R.O. 898(I)/2001, dt. 29-12-2001. 
 
Page 3 of 5 
 
(e) “liabilities”  means  all  liabilities  lawfully  incurred  by  the  RDFC or SBFC, 
as the case may be, and includes duties of every kind imposed thereon; 
(f) “order” means an order made by the Federal Government under subsection  (1) 
of section 5; 
(g) “proceedings” includes applications, appeals, awards, reviews and revisions 
filed  of pending in  any suit,  arbitration  or other  legal  or  administrative 
proceedings; 
(h) “R.D.F.C.” means the Regional Development Finance Corporation established 
under th e Regional Development. Finance Corporation Ordinance, 1985 
(XXXII of 1985); 
(i) “S.B.F.C.”  means  the  Small  Business  Finance  Corporation  established 
under` the Small Business Finance Corporation Act, 1972 (XXIX of 1972); 
(j) “transfer” means the tra nsfer of assets, contracts, liabilities, proceedings and 
undertakings  of  the  R.D.F.C.  or  S.B.F.C.,  as  the  case  may  be,  to  the 
company and 
(k) “undertaking” includes all projects, ventures and any other operations 
undertaken by the R.D.F.C. or S .B.F.C., as the case may be, individually or in 
collaboration with some other person, 
(2) All expressions and words used but not defined in this Ordinance shall have the same 
meanings as in the Companies Ordinance, 1984 (XLVII of 1984). 
3. Amalgamation of the RDFC and SBFC—Within ninety days of the promulgation  of this  
Ordinance,  the  Federal  Government  shall,  in  consultation  with  the R.D.F.C. and S.B.F.C: and 
their shareholders, prepare a scheme for the amalgamation of the R.D.F.C. and S.B.F.C. in to a 
company. 
4. Registration of the company. ___ (1) Pursuant to the scheme for amalgamation made under 
section 3, the Federal Government shall, in collaboration with the shareholders of the R.D.F.C. and 
S.B.F.C., form a public limited company and register the same under the Companies Ordinance, 
1984 (XLVII of 1984). 
(2) Notwithstanding anything contained in section 470 of the Companies Ordinance,  1984 
(XLVII of 1984), and the Sixth Schedule thereto, the company shall be exempt from the payment of 
any registration fee or any other charges for the purpose of its registration. 
 (3) The value ascribed to the assets and liabilities transferred to, and vested in the company 
by the Federal Government under the order shall represent the fair net value of the assets for 
taxation, depreciation or any other purposes. 
(4) No stamp duty or any other charges shall be payable by the company under -any law for 
the time being in force for the transfer and vesting of the assets, contracts, liabilities, proceedings or 
undertakings of the R.D.F.C. and S.B.F.C. to the company  or any shares or  securities issued in 
favour of the shareholders or financiers of the R.D.F.C. and S.B.F.C. by the company. 
 
Page 4 of 5 
 
5. Transfer and vesting of assets,  contracts, liabilities, proceedings and undertakings. — 
(1) Subject to section 3, after the regis tration of the company, the Federal  Government shall by an 
order, published in the official Gazette, direct that all the assets, contracts, liabilities, proceedings 
and undertakings of the R.D.F.C. and S.B.F.C. stand transferred to, and vest in the company  on the 
date specified therein, on such terms and conditions as may be determined by the Federal 
Government in this behalf. 
(2) The order shall, inter alia, provide for the following, namely:— 
(a) the transfer of all the assets, contracts, liabilities, proceedings and 
undertakings of the R.D.F.C. and S.B.F.C., to the company; 
(b) the allotment of shares or debentures of the company to the shareholders, 
debenture-holders or bond-holders of the R.D.F.C.  and S.B.F.C. in proportion 
to their shares, debenture s, bonds or other securities in the R:D.F.C. or 
S.B.F.C, as the case may be, after determining the net asset value of both the 
R.D.F.C. and S.B.F.C. the effective date; 
(c) the dissolution of the R.D.F.C. and S.B.F.C. from the effective date; and 
(d) such incidental, consequential and supplemental matters as are necessary to 
secure the amalgamation and transfer under this ordinance. 
(3) Without prejudice to the provisions of section 146 of the Companies Ordinance,1984 
(XLVII of 1984), the company shall, upo n transfer, continue all undertakings of the  R.D.F.C. and 
S.B.F.C. as were being carried on immediately prior to the effective date. 
 6. Continuation of taking deposits and other business. ___(1) Notwithstanding  anything 
contained in any other law for the t ime being in force, the company shall take and maintain existing 
deposits, continue, lending and any other business which were being undertaken by the R.D.F.C. and 
S.B.F.C., respectively, without prejudice to its application to the State Bank of Pakistan f or a licence 
to transact banking business. 
(2) The company shall be authorised to use the word “bank” or any of its derivatives as a part 
of its name. 
Explanation.—For the purposes of this  section the expression “existing deposits ” means 
deposits received by the company as part of the transfer. 
7. Continuation of service in the company. ___ (1) All permanent employees of the R.D.F.C. 
and S.B.F.C., who were continuously in the service of the R.D.F.C. or, as the case may be, S.B.F.C. 
for a period of one year i mmediately before the effective date shall stand transferred to, and become 
the employees of, the company as of the effective date on the same terms and conditions and shall be 
subject to the same rules and regulations as were applicable to them before the effective date. 
(2) No person transferred to the company pursuant to subsection (1) shall be entitled to any 
compensation as a consequence of transfer to the company. 
8. Contracts and  proceedings. ____(1) All contracts  subsisting or having  effect immediately 
before the effective date, to which the R.D.F.C. or S.B.F.C. may have been a party or beneficiary, 
shall be deemed to have been made by the company. 
 
Page 5 of 5 
 
(2) All proceedings by or against or relating to the R.D.F.C. or al S.B.F.C. pending on the 
effective date before any Court, tribunal arbitrator or any other authority shall be continued, 
prosecuted of the defended, enforced and executed by or against the company in the same manner 
and to the same extent as might have been continued prosecuted, defended, enforced and executed by 
or against the R.D.F.C. or S.B.F.C., as the case may be. 
9. Bar to jurisdiction. —No Court, tribunal, arbitrator or authority shall question, or permit 
to be called in question, any transfer or order made, anything done, or action taken or purported to be 
made, done or taken under this Ordinance. 
10. Indemnity.___ No suit, prosecution of other legal proceedings shall lie against the Federal 
Government, the R.D.F.C., the S. B. F. C. the company or any other person for anything w hich is in 
good faith hone or intended to be done under this Ordinance or any rule or order made thereunder. 
11. Ordinance to override other laws, etc .____This Ordinance, shall have effect 
notwithstanding anything contained in any other law for the time being in force, or in any agreement, 
contract, decree, order or any other instrument whatsoever. 
12. Power to make rules.  The Federal Government may, by Notification in the official 
Gazette, make rules for carrying out the purposes of this Ordinance. 
13. Removal of difficulties. ___If any difficulty arises in giving effect to any provision of this 
Ordinance, the Federal Government may make such order, not inconsistent with the provisions of 
this Ordinance, as may appear to it to be necessary, for the purpose of removing the difficulty: 
Provided that no such power shall be exercised after the expiry of two years from the 
commencement of this Ordinance. 
14.  Repeal. —The Regional Development Finance Corporation Ordinance, 1985 (XXXII of 
1985), and the Small. Bus iness Finance Corporation Act, 1972 (XXIX), shall stand repealed on the 
effective date.