Marketing Of Petroleum Products (Federal Control) (Repeal) Ordinance, 2002

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MARKETING OF PETROLEUM PRODUCTS (FEDERAL 
CONTROL) (REPEAL) ORDINANCE, 2002 
 
 
 
 
CONTENTS 
 
1. Short title, extent and commencement 
2.  Definitions 
3.  Repeal and rescission 
4.  Consequences of repeal on PSO 
5.  Application of Companies Ordinance 
6.  Holding of elections 
7.  Savings 
 
  
 
 

 
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MARKETING OF PETROLEUM PRODUCTS (FEDERAL CONTROL) 
(REPEAL) ORDINANCE, 2002 
ORDINANCE LXXXIX OF 2002 
[26th October, 2002] 
An Ordinance to repeal the Marketing of Petroleum Products 
(Federal Control) Act, 1974 
 WHEREAS it is  expedient to repeal the Marketing of  Petroleum Products (Federal Control) 
Act, 1974 (XVII of 1974), and to provide for matters connected therewith or incidental thereto: 
 AND  WHEREAS  development  of the  oil marketing  sector  under  Federal  Government 
control  is no longer  viewed  as necessary  in the public  interest  and circumstances render it more 
favourable for development to be undertaken by the private sector; 
 AND WHEREAS Pakistan State Oil Company Limited is the only oil marketing company in 
respect of which an Order has been issued under the aforesaid Act and to which that Act currently 
applies; 
 AND WHEREAS  the Federal Government  is  in  the  process   of  deregulating  the downstream 
oil sector and in encouraging private investment in this sector as well as privatising certain of its own 
interests in the downstream oil sector  including by way of divestment of its shares in Pakistan State 
Oil Company Limited. 
 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 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 Paki stan is pleased to make and promulgate the 
following Ordinance: 
 1. Short title, extent and commencement.___(1) This Ordinance may be called the Marketing 
of Petroleum Products (Federal Control) (Repeal) Ordinance, 2002.  
 (2) It extends to the whole of Pakistan. 
 (3) It shall come into force at once except sections 3 to 7 which shall come into force upon the 
occurrence of the effective date. 
 2. Definitions.— In this Ordinance, unless there is anything repugnant in the subject or 
context,— 
(a) “Act” means the Marketing of Petroleum Products (Federal Control) Act, 1974 
(XVII of 1974); 
(b) “Board” means the Board of Management or the Board of Directors, as the case 
may be: 
(c) “Board of Directors ” means the Board of PSO reconstituted as a board of 
directors pursuant to section 4 of this Ordinance; 
 
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(d) “Board of Management” means a Board of Management set up under section 7 
of the Act; 
(e) “chief executive” has the same meaning as in the Companies Ordinance; 
(f) “Companies Ordinance ” means the Companies Ordinance, 1984 (XLVII of 
1984);  
(g) “Director” has the same meaning as in the Companies Ordinance; 
(h) “effective date” means the date as may be appointed by the Federal Government 
in the Official Gazette for the purposes of sub-section (2) of section 3; 
(i) “marketing company” has the same meaning as in the Act; 
(j) “Order” means the order issued pursuant to section 5 of the Act for the take over 
of the management of PSO contained in statutory notification S. R. O. No. 100 
(I)/77 dated 31st January 1977; 
(k) “PSO” means the Pakistan State Oil Company Limited; 
(l) “Managing Director” means the person appointed to act as managing director 
of PSO by the Federal Government pursuant to the Act; 
(m) ‘Monopolies Ordinance’ means the Monopolies and Restrictive Trade Practices 
(Control and Prevention) Ordinance, 1970 (VI of 1970); and 
(n) “Privatisation” has the same meanin g as in t he Privatisation Commission 
Ordinance, 2000 (LII of 2000) 
 3. Repeal and rescission.___(1) The Act shall stand repealed on the occurrence of the effective 
date and the Order shall stand rescinded concurrently therewith. 
 (2) For the purposes of this Ordinance, the effective date shall be the date of transfer of all the 
shares in PSO as are owned by the Federal Government  to one or more private sector investors 
pursuant to a “privatisation”  effected under and pursuant to the Privatisation  Commission  Ordinance, 
2000 (XLII of 2000) and any rules made 
 Explanation.___For  the purposes of this section the expression “transfer”  means the registration  
of the transfer  of the  shares  as contemplated  above  in the register  of members of the PSO. 
 4. Consequences of repeal on PSO.___ Immediately upon the repeal of the Act on the effective 
date and notwithstanding anything contained in any other law for the time being in force___ 
(a) the Board of Management of PSO shall be immediately and automatically 
reconstituted as a Board of Directors with the same number of directors 
(including the chief executive) who shall all be deemed to have been elected as 
directors of PSO under and pursuant to the terms of section 178 of the 
Companies Ordinance and PSO's own  Articles  of  Association  and  to  have  
fulfilled  all  requisite  procedural  and notification requirements: 
 Provided that the term of office of such reconstituted Board shall be only until an election of 
directors is held as provided in section 6: 
 Provided further that  there shall be no need for the directors on the reconstituted Board of 
Directors to file consents under section 184 of the Companies Ordinance to act as directors of PSO 
until fifteen days after the Board has been reconstituted or their appointment takes effect: 
 
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 Provided also that in case of any conflict between the Articles of Association of PSO and this 
Ordinance, the provisions of this Ordinance shall prevail. 
(b) PSO shall cease to be a “managed company” under the Act and all powers of 
the Federal Government under the Act shall cease including any power to 
manage PSO or to appoint any Managing Director or other chief executive 
officer for PSO. The Managing Director and other members of any Board of 
Management (including the Chairman  of  the  Board  of  Management)  shall  
nevertheless  continue  in  office  as directors of the Board of Directors (and as 
Chairman and chief executive of the Board of Directors) until and unless their 
respective terms of o ffice expire or they (or any of them)  earlier  resign  or  
become   disqualified   from  being  a  director  under  the Companies Ordinance 
or otherwise cease to hold office; 
(c)  neither the business of PSO as carried on at the effective date nor any situation 
existing  or  prevailing  in  regard  to  PSO  at  the  effective  date  shall  be  
treated  as constituting unreasonable monopoly power under the Monopolies 
Ordinance and no relationship,   acquisition   or   merger   or   action   taken   
immediately   and   directly consequent  to the  transfer  (as defined  in section  
of shares  in PSO  and  PSO ceasing to be subject to the Order or the control of 
the Federal Government under the Act  shall  be  deemed  or  treated  as  bringing  
about,  maintaining   or  continuing unreasonable monopoly power as described 
in section 5 of the Monopolies Ordinance or as authorising the Monopoly 
Control Authority constituted under the Monopolies Ordinance as having power 
to take any action against PSO or any invest or acquiring shares in PSO on the 
basis that the business of PSO as carried on at the effective date or situation 
existing or prevailing at the effective date or any relationship, acquisition or 
merger having the effect of creating, bringing about or maint aining any 
unreasonable monopoly power. 
 5. Application of Companies Ordinance. ___(1) As and from the effective date PSO and the 
management of PSO shall be governed under the Companies Ordinance and its own memorandum and 
articles of association without reference to the Act or the Order 
 (2) Upon reconstitution of the Board of Management as a Board of Directors, the provisions   
of   the   Companies   Ordinance   shall   apply   to   the   directors   of   the reconstituted Board except 
that notwithstanding the provisions of section 180 of the Companies Ordinance t he term of office of 
the directors of the Board of Directors shall be until  an election of directors is held as provided in 
section 6. As and from the first election of directors of PSO pursuant to section 6, the term of the 
directors shall be as stipulate d in the Companies Ordinance read with PSO's own Memorandum and 
Articles of Association. 
 (3) Nothing in this Ordinance shall limit the ability of the chief executive or any director on the 
Board of Directors from resigning at any time after the effective date. For avoidance of doubt, any 
vacancy in the office of chief executive and any casual vacancy occurring among the directors may be 
filled by the remaining directors and the person so appointed shall hold office for the remainder of the 
term of the person in whose place he has been appointed. 
 6. Holding of elections.___An election of directors shall be held by PSO within such period not 
exceeding twelve months as may be practicable after the effective date:  
 
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 Provided that in exceptional circumstances the. Federal Government may extend the time  
within  which  elections  are  to  be  held  by  su ch  period  not  exceeding  twelve months as the 
federal Government thinks appropriate in the circumstances. 
 7. Savings___(1) Any reconstituted Board of Directors (including the individual directors) 
shall not be liable for any prosecution or penalties in respect of the acts or inaction of its predecessor 
Board of Management. 
 (2) Notwithstanding the provisions of sub-section (1), the repeal of the Act shall not affect 
any contract or agreement properly made authorised and entered into by PSO during the time it was 
subject to the Order or the control of the Federal Government under  the  Act  or  of  its  impact  on  
the  terms  and  conditions  of  employment  of employees of PSO. The PSO shall be bound to honour 
all commitments made prior to the effective date in the same manner as if made subsequent to the 
effectiveness of the repeal. 
 (3) No suit, prosecution or other legal proceedings shall lie against any member of a Board of 
Management for anything done or intended to be done pursuant to the Act or Order. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Date:-13.03.2024