Pakistan National Shipping Corporation (PNSC) Ordinance, 1979

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THE PAKISTAN NATIONAL SHIPPING CORPORATION 
ORDINANCE, 1979 
 
 
 
 
                                                      CONTENTS 
                                                         ___________ 
      
1. Short title and commencement 
2. Definitions 
3. Standing Orders not to apply 
4. Dissolution and amalgamation of N.S.C and P.S.C 
5. Establishment and incorporation of Pakistan National Shipping Corporation 
6. Functions of the Corporation 
7. Transfer and vesting of N.S.C and P.S.C 
8. Status quo of certain establishments to continue 
9. Valuation of assets of N.S.C and P.S.C and entitlement of their shareholders 
10. Issue of share certificates, etc. 
11. Share Capital 
12. Shares to be approved securities, etc. 
13. Administration of the affairs of the Corporation 
14. Board 
15. Term of office of Directors, etc. 
16. Filling of casual vacancies 
17. Disqualification of Directors 
18. Chief Executive Officer 
19. Powers and functions of Chief Executive Officer 
20. Functions of the Chief Executive Officer 

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21. Appointment of officers, etc. 
22. Delegation of powers 
23. Meetings of the Board 
24. Committees of the Board 
25. Vacancy, etc., not to invalidate acts or proceedings of Board 
26. Head Office and other offices 
27. Deposit accounts 
28. Investment of funds 
29. Borrowing powers 
30. Audit 
31. Maintenance of accounts 
32. Annual Reports 
33. General meetings 
34. Indemnity of Directors 
35. Reserves and dividends 
36. Employees’ Provident Fund, etc. 
37. Liquidation of Corporation 
38. Power to make rules 
39. Power to make regulations 
40. Removal of difficulties 
41. Repeals and savings 
 
 
FIRST SCHEDULE 
SECOND SCHEDULE 
 
                                                                                        _______________ 
 
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THE PAKISTAN NATIONAL SHIPPING CORPORATION 
ORDINANCE, 1979 
ORDINANCE No. XX OF 1979 
[29th March, 1979] 
 
AN  
ORDINANCE 
 
to establish the Pakistan National Shipping Corporation 
WHEREAS it is expedient, in the public interest, to amalgamate the National Shipping  
Corporation and the Pakistan Shipping Corporation, with a view to making better provision for the 
operation of shipping and ocean -transport services and the development of maritime  shipping 
industry, and to establish the Pakistan National Shipping Corporation for the purpose, and to 
provide for matters connected therewith or incidental thereto ; 
 
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 the fifth day of July, 1977,  read 
with the Laws (Continuance  in Force)  Order, 1977 (C.M.L A. Order No.  I of 1977),  and in 
exercise of all powers enabling him in that behalf, the President is pleased to make and                                     promulgate 
the following Ordinance:⸺ 
1. Short title and commencement.⸺(1) This Ordinance  may be called the Pakistan 
National Shipping Corporation Ordinance, 1979. 
(2) It shall come into force at once and shall be deemed to have taken effect on the                         first 
day of January, 1979. 
2. Definitions.⸺In this Ordinance, unless there is anything repugnant in the subject                        or 
context,⸺ 
 
(a) “appointed Director” means a Director appointed under clause (a) of                             
sub-section (1) of section 14 ; 
 
(b) “Board” means the Board of Directors constituted under section 14 ; 
 
(c) 1[“Chairperson”] means the 1[Chairperson] of the Board ; 
 
(d) “Corporation” means the Pakistan National Shipping Corporation 
established by section 5 ; 
 
(e) “Director” means a Director of the Corporation ; 
 
2[(ea) “division concerned” means the division to which business relating to  this 
Ordinance stands allocated;] 
 
(f) “N. S. C.” and “P. S. C.” respectively means the National Shipping 
Corporation and the Pakistan Shipping Corporation ; 
 
1Subs. by Act No. VII of 2024, s. 2. 
2Ins. by Act No. XLI of 2021, s. 2 
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(g) “prescribed” means prescribed by rules or regulations ; 
 
(h) “regulations” means regulations made or deemed to have been made  under 
section 39 ; 
 
(i) “rules” means rules made or deemed to have been made under section 38; 
and 
     
 1[(ia)     “SOE Act” means the Sta te-Owned Enterprises (Governance  and Operations Act, 
       2023 (VII of 2023);] 
 
(j) 1[Omitted] 
 
3. Standing Orders not to apply.⸺ 1[(1)] Notwithstanding anything contained in the 
West                          Pakistan Industrial and Commercial Employment (Standing Orders) Ordinance, 1968 (W. P. 
Ordinance VI of 1968), or in any other law for the time being  in force, no provision of the  said 
Ordinance shall apply to or in relation to the Corporation. 
 
1[(2) Notwithstanding anything contained in sub -section (1) and any other provision of this 
Ordinance, the SOE Act, including sections 12,  15, 16, 19 and 22 thereof, shall apply to the 
provisions of this Ordinance and in case of any inconsistency between the provisions of this 
Ordinance and the SOE Act, the provisions of the SOE Act shall prevail.] 
 
4. Dissolution and amalgamation of N. S. C. and P. S. C.⸺ Notwithstanding anything 
contained in the National Shipping  Corporation Ordinance, 1963 (IV of 1963), or  the Pakistan 
Shipping Corporation Act, 1976 (LIV of 1976), or in any other law for the time being in force, the 
two corporations respectively established under the said Ordinance and Act, shall, as at the close 
of the thirtyfirst day of December, 1978, stand dissolved, and shall be amalgamated in accordance 
with the provisions of this Ordinance. 
 
5. Establishment and incorporation of Pakistan National Shipping Corporation.⸺ 
(1) As from the first day of January, 1979, there shall be established by  virtue of this Ordinance a 
new corporation, to be called the Pakistan National Shipping Corporation. 
 
(2) The Corporation shall be a body corporate having perpetual succession and a common 
seal with power, subject to the provisions of this Ordinance, to acquire, hold and  dispose of 
property, both movable and immovable, and shall by the name assigned to it by sub-section (1) sue 
and be sued. 
 
6. Functions of the Corporati on.⸺ (1) It shall be the function of the Corporation to  
assume full and effective control of the entire undertakings of N. S. C. and P. S. C., as transferred 
to and vested in it by section 7, and of the whole affairs thereof, and to provide and further develop 
safe, efficient, adequate, economical and properly co -ordinated shipping services, coastal as well 
as international, and to engage in all forms of activities connected  with or ancillary, incidental or 
conducive to shipping. 
 
             (2) Without  prejudice  to the generality of  the  foregoing  provision,  the  Corporation 
shall, in particular, have power⸺ 
  
1Ins., omitted, numbered and added by Act No. VII of 2024, ss. 2-3. 
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(a) subject to the provisions of the Merchant Shipping Act, 1923 (XXI of 1923), 
or any other law for the time being in force, to purchase, sell,  exchange, 
charter, or otherwise own, acquire or dispose of ships or craft or any share 
or interest therein ; 
 
(b) to establish, maintain and operate lines or other services of ships between 
ports on coastal or international routes, and generally to carry  on the 
business of ship owners, and to  enter into  contracts for the  carriage of 
passengers, mails, goods, provisions, live and dead stock, commodities, 
articles, chattels, merchandise and things of any kind                                                     whatsoever ; 
 
(c) to repair, overhaul, reconstruct, assemble or recondition ships, craft,  
vehicles or other machines and parts, accessories and instruments thereof or 
therefore, and also to manufacture such parts, accessories and instruments, 
whether the ships,  craft, vehicles or other  machines    are owned by the 
Corporation or by any other person ; 
 
(d) to construct or maintain workshops, buildings, warehouses, sheds and other 
works and conveniences ; 
 
(e) to promote and form, or aid and assist in promoting and forming, or               to 
otherwise associate with, companies and other bodies corporate, 
syndicates, partnerships, joint ventures and other organizations in or 
outside Pakistan for the purpose of advancing directly or indirectly the 
business of the Corporation or for any other purpose which the 
Corporation may find expedient in the performance of its other functions 
; 
 
(f) to establish, institute or make other arrangements for the  instruction and 
training of persons engaged or likely to be engaged in any activities 
connected with or ancillary to shipping ; 
 
(g) to acquire, hold or dispose of any property, whether movable or immovable, 
or any shipping undertaking or undertaking connected                      with shipping ; 
 
(h) to do all other things connected with or ancillary to any of the matters  
referred to in clauses (a) to (g). 
 
(3) In performance its functions, the Corporation shall have careful regard to sound  
business principles and practices, and shall so act as to secure that ocean -transportation is  
developed to the greatest possible advantage in the interests of sea-borne trade of the country. 
 
7. Transfer and vesting of N. S. C. and P. S. C.⸺(1) On and from the first day of January, 
1979, the entire undertakings of N. S. C. and P. S. C. shall stand transferred to and  vested in the 
Corporation. 
 
(2) The undertakings transferred and vested by sub -section (1) shall include all assets,  
rights, powers, authorities and privileges, and all property, movable and immovable, including 
lands, works, workshops, ships and craft, by whatever name called, all vehicles,  cash balances, 
reserves, funds, shares and other investments  and book debts, and all other  rights and interests 
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arising out of such property as were, immediately before the aforesaid  day, in the ownership, 
possession or power of N. S. C. or P. S. C., in relation to their respective undertakings, whether in 
or outside Pakistan, and all books of account and                       documents relating thereto, and all borrowings, 
liabilities and obligations, of whatever kind then subsisting, of N. S. C. or P. S. C. in relation to 
such undertakings. 
 
(3) Subject to the other provisions of this  Ordinance, all contracts  and working 
arrangements subsisting immediately before the aforesaid day as affecting N. S. C. or P. S. C.shall, 
in so far as they relate to their undertakings, cease as from that day to have effect or to be enforceable against 
them, and shall be enforceable and of effect against or in favour of the Corporation, as if instead of N. S. C. 
or P. S. C. the Corporation had been named therein. 
 
(4) Subject to the other provisions of this Ordinance, any proceeding or cause of  action 
pending or existing immediately before the aforesaid date by or against N. S. C. or P. S. C., in 
relation to their respective undertakings, may, as from the aforesaid day, be continued or enforced by or 
against the Corporation, as it might have been continued or  enforced by or against them if this Ordinance 
had not been in operation. 
 
(5) Subject to the other provisions of this Ordinance and the rules and regulations, all  
officers, consultants, advisers and other employees of N. S. C. and P. S. C. shall, notwithstanding 
anything contained in any law or in any agreement, deed, document or other  instrument, stand 
transferred to the Corporation, and shall be deemed to have been appointed  or engaged by the 
Corporation in accordance with the terms and conditions of service applicable to them immediately 
before the aforesaid day ; and no officer, consultant, adviser or other employee whose services are 
so transferred shall be entitled to any compensation because of such transfer. 
 
8. Status quo of certain establishments to continue.⸺ Notwithstanding anything in   the 
Pakistan Shipping Corporation Act, 1976 (LIV of 1976), or in any other law for the time  being in 
force, the status as existing immediately before the first day of  January, 1979, in  respect of the 
establishments listed in Part A of the First Schedule shall be maintained by the  Corporation ; and 
such establishments shall thereafter continue under the Corporation and be  dealt with, as far as 
may be, in accordance with the provisions of sections 29, 30, 31 and 33                 of  the said Act as adapted 
and reproduced in Part B of that Schedule. 
 
9. Valuation of assets of N. S. C. and P. S. C. and entitlement of their shareholders.⸺ 
(1) As soon as may be after the thirty-first day of December, 1978, the Federal Government shall, 
through such persons and in such manner as it thinks fit, cause a  valuation of the net worth of the 
business of N. S. C. and P. S. C. as on the said day to be completed, separately, on the basis of the 
principles set out in the Second Schedule. 
 
(2) The valuation completed as aforesaid shall, on being approved by the Federal  
Government, be notified in the official Gazette, and shall thereupon be final. 
 
 (3) After the valuation has been so finalised, the Board shall allocate for N. S. C. and P. S. 
C. such number of fully paid-up shares of the Corporation as shall bear to the total number of shares 
allocated or to be allocated to N. S. C. and P. S. C. as nearly as may be the same proportion that the 
net worth of N. S. C. or P. S. C. bears to the aggregate net worth of the Corporation. 
 
 
 
 
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          (4) Every person who owns any ordinary shares of N. S. C. or P. S. C. shall be entitled   to 
receive, in lieu of the said ordinary shares, such number of fully paid-up shares of the Corporation 
as shall bear to the number of shares of the Corporation allocated to N.S.C. and P. S. C., in 
accordance with sub-section (3), the same proportion as the amount paid-up on his  ordinary shares 
bears to the aggregate amount paid-up on all the ordinary shares of N.S.C. or P.S.C., as the case 
may be. 
 
             (5) No shareholder in N.S.C. or P.S.C. shall be entitled to any claim against the 
Corporation other than, or in addition to, that determined under this section. 
 
10. Issue of share certificates, etc.⸺ (1) The Board shall issue certificates for entitlement 
to shares of the Corporation arising under section 9 as expeditiously as possible,  and, subject to 
sub-section (3) of that section, each such certificate shall entitle the person in  whose favour it is 
issued to receive an allotment of shares of the Corporation in such number  and value as are 
mentioned in the certificate and, pending such allotment, to be treated as if he were the registered 
holder of that number of shares on and from the first day of January, 1979, for the purposes of any 
entitlement of shareholders to receive dividends declared by the  Corporation or bonus shares issued 
upon any capitalisation of profits determined by the Corporation or to subscribe for further shares 
which the Corporation may decide to offer for subscription to its shareholders. 
 
(2) The Board shall decide on the treatment of fractions of shares resulting from the  
determination of entitlements to shares of the Corporation in accordance with this section,  and the 
Board may make such provisions by the issue of fractional certificates or by payment  in cash or 
otherwise for the purpose as it may deem proper. 
 
11. Share Capital.⸺(1) The authorised capital of the Corporation shall be fifty  crores of 
rupees divided into five crores of fully subscribed shares of ten rupees each, to be  issued as and 
when required. 
 
(2) The Federal Government shall not at any time hold shares of a value less than fifty-one 
per cent of the subscribed capital. 
 
(3) Subject to the other provisions of this Ordinance, the subscribed capital of the  
Corporation shall in the  first instance comprise shares allotted against  entitlements resulting  in 
accordance with the provisions of sub-section (4) of section 9, and such further allotments, if any, 
as may be necessary to complete the minimum shareholding of the Federal Government required 
by sub-section (2). 
 
Explanation.⸺ In this sub -section and in sub -section (2), “Federal Government” means 
the Federal Government and the institutions owned or controlled by the Federal Government. 
 
(4) The Corporation may, with the previous sanction of the Federal Government accorded 
by notification in the official Gazette, increase its authorised capital whenever it thinks fit. 
 
(5) All issues and transfers of shares of the Corporation shall be subject to the provisions 
of this Ordinance and the rules and regulations. 
 
12. Shares to be approved securities , etc.⸺(1) The shares of the Corporation shall be  
deemed to be approved securities and approved investments for the purposes of the Insurance Act, 
1938 (IV of 1938). 
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(2) Such of the shares of the Corporation as are issued in lieu of N. S. C. shares in  
accordance with section 9 shall be deemed to be included among the securities enumerated in  
section 20 of the Trusts Act, 1882 (II of 1882). 
13. Administration of t he affairs of the Corporation.⸺ (1) Subject to the other  
provisions of this Ordinance and the rules and regulations, the general direction and administration 
of the affairs and  business of the Corporation shall vest  in the Board of  Directors, which may 
exercise all powers and to all acts and things which may be exercised or done by the Corporation. 
 
(2) The 1[division concerned] may, as and when it considers necessary, issue directives to 
the Corporation on matters of policy ; and  if a question arises whether any  matter is a matter of 
policy or not, the decision of the 1[division concerned] shall be final. 
 
2[14. Board.—(1) The Board shall consist of— 
 
S.NO Membership Status 
(1) (2) (3) 
(a) 
A person of eminence and known integrity to be 
appointed by the Federal Government in accordance with 
the SOE Act 
Chairperson (independent 
director) 
(b) Additional Secretary of the division to which business of 
finances of the Federal Government stands allocated Ex-Officio Director 
(c) Additional Secretary of the division to which business of 
the Corporation is allocated Ex-Officio Director 
(d) Chief executive officer of the Corporation Director 
 (chief executive officer) 
(e) Two directors to be elected by the minority shareholders 
in the prescribed manner 
Directors 
 (Private shareholders) 
(f) 
Four independent directors of know n integrity and 
eminence to be appointed by the Federal Government in 
accordance with the SOE Act 
Independent 
 Directors 
 
 (2) There shall be a secretary of the Board to be appointed in such manner and on such terms 
and conditions as may be prescribed. 
  
 (3) The directo rs, other than the ex-officio directors, shall be appointed by the Federal 
Government and the directors under clause (e) of sub-section (1) shall be elected by the shareholders. 
  
 (4) Subject to section 12 of the SOE Act, the Federal Government may, by notification in the 
official Gazette, increase or decrease the n umber of directors of the Board subject to having the 
independent members in majority and that the quorum shall be adjusted accordingly. 
 
 (5) No person shall be qualified to be elected as a d irector under clause (e) of sub -section (1) 
unless he holds in his own name ten thousand shares of the Corporation.] 
 
 15. Term of office of Directors,  etc.⸺(1) Every appointed Director shall hold  office for a 
term of three years from the date of his appointment, and shall be eligible for re- appointment : 
 
Provided that the 1[Prime Minister] may, on resignation by an appointed Director or  otherwise 
2[subject to section 13 of the SOE Act,] terminate his appointment before the expiry of his term. 
 
 
 
 
1Subs. by Act No. XLI of 2021, ss. 3 and 5. 
2Subs. and ins. by Act No. VII of 2024, ss. 4-5. 
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             (2) An elected Director shall hold office for a period of three years from the date of  his 
election, and shall be eligible for re-election : 
 
 Provided that, after the expiry of the aforesaid term, an elected Director shall continue  in office 
until his successor is elected. 
 
             (3) The appointment and election of every Director and the fact of his ceasing to hold  office 
shall be notified in the official Gazette. 
 
 16. Filling of casual vacancies.⸺ (1) A casual vacancy in the office of Director  shall be 
filled⸺ 
 
(a) in the case of an appointed Director, by appointment ; and 
 
(b) in the case of an elected Director, by co-option by the Board of a 
shareholder qualified to be elected as a Director. 
 
             (2) It shall not be necessary to fill any vacancy for a period of less than three months. 
 
 (3) A shareholder co-opted under clause (b) of sub-section (1) shall be deemed for all purposes 
to be an elected Director, except that he shall, unless duly elected at the annual  general meeting held 
next after his co-option, cease to hold office immediately after such meeting. 
 
 17. Disqualification of Directors.⸺ No person shall be or shall continue to be a  Director 
who⸺ 
 
(a)  is a minor ; or 
 
(b)  is found to be a lunatic or becomes of unsound mind ; or 
 
(c)  is or has at any time been adjudicated an insolvent ; or 
 
(d)  is or has at any time been convicted of an offence involving moral turpitude 
; or 
 
(e)  is, being an elected Director, the director of a company or partner of a  firm 
carrying on the business of shipping in Pakistan, or is in any  capacity 
employed in any such company or firm ; or 
 
(f)  ceases to hold in his own name shares of the value referred to in sub- section 
(3) of section 14 ; or 
 
(g)  absents himself from three consecutive meetings of the Board without leave 
of absence from the Board or if he is the  1[Chairperson], from the 2[Prime 
Minister]. 
 
 
1[18. Chief Executive O fficer.—(1) There shall be a Chief Executive O fficer of the 
Corporation who shall be appointed by  the Federal Government from amongst three candidates 
recommended by the Board with a three-fourth majority which shall include the vote of the  ex-
officio director of the division to which business of the Corporation is allocated. 
 
 
1Subs. by Act No. VII of 2024, ss. 6-7. 
2Subs. by Act No. XLI of 2021, s. 6. 
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(2) The Board shall devise a-transparent; competitive and objective procedure for scrutiny, 
short listing and interview of the applicants. 
 
(3) The terms and conditions of the appointment of the Chief Executive Officer s hall be 
determined by the Board.  
 
(4) The Chief Executive Officer of the Corporation shall be appointed for a term of three 
years on a performance -based contract, extendable by another two years on demonstration of 
substantial satisfactory performance.  
 
(5) The annual performance review of the Chief Executive Officer shall be undertaken by 
the Board.  
 
(6) The Chief Executive Officer, once appointed, shall not be removed by the Federal 
Government before the completion of his term except on the recommendat ion of the Board, which 
recommendation shall set out just cause for recommending the removal.] 
 
1[19.  Powers and functions of Chief Executive Officer.— Subject to the provisions of the 
SOE Act, including section 15 thereof, the Chief Executive Officer shall exercise such powers and 
perform such functions as provided for in this Ordinance and  rules and regulations made 
thereunder.] 
 
1[20. Functions of the Chief Executive Officer.—The Chief Executive Officer shall— 
 
(a) be responsible for the management of the Corporation and for its procedures in 
financial and other matters under delegation from the Board and subject to the 
oversight and directions of the Board; 
 
   (b)     ensure the proper implementation of strategies and policies approved by the 
 Board; and  
 
(c)  put in place appropriate arrangements to ensure that funds and resources are 
properly safeguarded and are used economically, efficiently and effectively and 
in accordance with the Corporation’s business plan, the primary objective of the 
Corporation and all other statutory obligations.] 
 
21.  Appointment of officers, etc.⸺ (1) The Corporation may appoint such officers,  
consultants, advisers and employees as it considers necessary for the efficient performance of  its 
functions, on such terms and conditions as it may deem fit. 
 
(2) If at any time the Board considers it necessary to dispense with the services of any  
office, consultant, adviser or employee, his services shall, notwithstanding anything contained in 
any law, or in any agreement, deed, document of other instrument, be dispensed with accordingly. 
 
22.  Delegation of powers.⸺(1) The Board may, subject to such conditions as it may                      deem 
fit, delegate such of its powers or duties as it may deem necessary for the efficient carrying on of its 
day-to-day administration to⸺ 
 
(a) the 1[Chief Executive Officer], or any other Director ; or  
 
(b) any committee appointed under section 24 ; or 
 
(c) any other officer or servant of the Corporation. 
 
1Subs. by Act No. VII of 2024, ss. 8-10. 
 
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 (2) Where any powers or duties are delegated to the 1[Chief Executive O fficer], he may, by 
order in writing, assign such of them as may be specified therein, to the 1[***] such officers or servants 
of the Corporation as may be so specified. 
 
  1[23. Meetings of the Board.⸺Subject to the provisions of the SOE Act, including section 22 
thereof, the quorum of a Board’s meeting shall not be less than six members, including not less than 
three independent directors and one ex-officio director, present personally or through video-link.] 
 
 24. Committees of the Board.⸺ The Board may, from time to time appoint, from  amongst 
the Directors, such committees as may be necessary to discharge such functions as  may be assigned 
to them by the Board, or to assist the Board in the performance of its functions. 
 
 25. Vacancy, etc., not to invalidate acts or proceedings of Board.⸺ No act or proceeding 
of the Board shall be  invalid by reason only of the existence of any vacancy,  in, or defect in the 
constitution of, the Board. 
 
 26. Head Office and other offices.⸺The Corporation shall have its Head Office at Karachi, 
and may establish such other offices in Pakistan or abroad as the Board thinks fit. 
 
 27. Deposit accounts.⸺ The Corporation may open accounts in any scheduled bank  in 
Pakistan or, subject to the provisions of the  Foreign Exchange Regulation Act, 1947 (VII  of 1947), 
in any bank outside Pakistan. 
 
Explanation. ⸺ In this section, “scheduled Bank” has the same meaning as in the               State 
Bank of Pakistan Act, 1956 (XXXIII of 1956). 
 
 28.  Investment of fund s.⸺The Corporation may invest its funds in any securities of           the 
Federal Government or a Provincial Government  and may make such other investments as may be 
approved by the Board. 
 
 29. Borrowing Powers.⸺The Corporation may, as and when considered necessary,  borrow 
money in Pakistan, and, with the previous sanction of the 2[division concerned] and  on such terms 
and conditions as may be approved by it, in foreign currency. 
 
 30. Audit.⸺(1) The accounts of the Corporation shall be audited by two auditors  who are 
chartered accountants within the meaning of the Chartered Accountants Ordinance 1961 (X of 1961), 
and are appointed for the purpose by the Corporation in general meeting: 
 
Provided that, until such time as the first general meeting is held and auditors are duly                  
appointed, the Board may appoint the auditors. 
 
 (2) The auditors of the Corporation appointed under sub-section (1) shall perform such duties 
and exercise such powers as are provided for an auditor of a Company under the Companies Act, 1913 
(VII of 1913), and the Securities and Exchange Ordinance, 1969 (XVII  of 1969).  
 
 
 
 
1Subs. and omitted by Act No. VII of 2024, ss. 10-11. 
2Subs. by Act No. XLI of 2021, s. 10. 
 
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 (3) The Board may, at any time, issue directions to the auditors appointed under sub-section (1) 
requiring them to report to it upon the adequacy of measures taken by the Corporation for the protection 
of the interests of its shareholders and creditors, or upon the  sufficiency of the information and other 
means placed at the disposal of the auditors in auditing the accounts of the Corporation. 
 
  (4) Notwithstanding anything contained in sub -section (1), the Auditor -General of Pakistan 
shall, when required by the 1[Minister concerned with the maritime affairs], undertake such audit of 
the accounts of the Corporation as the 1[Minister concerned with the  maritime affairs] may consider 
necessary; and the Corporation shall, for the purpose of such audit, produce the accounts and connected 
documents at such place or places as the 1[Minister concerned with the maritime affairs] may direct 
and furnish such explanation and information as may be asked for by the Auditor-General or any officer 
appointed by him in this behalf. 
 
 31. Maintenance of accounts.⸺The Corporation shall maintain its accounts in such                    manner 
as may be required for a company under the Companies Act, 1913 (VII of 1913), and                    the Securities 
and Exchange Ordinance, 1969 (XVII of 1969). 
 
 32. Annual Reports.⸺The Corporation shall furnish to the 1[division concerned] at such time, 
after the end of every financial year, in such form and in such manner as may be  prescribed by rules, 
an annual report on the conduct of its affairs for that year. 
 
            33. General meetings.⸺(1) The annual general meeting  of the shareholders shall be   held at 
Karachi within six months from the date on which the annual accounts of the Corporation are closed. 
 
(2) Any other general meeting of the shareholders may be convened by the Board at any time. 
 
 (3) The shareholders present at the annual general meeting shall be entitled to discuss  and 
adopt or make recommendations to the Board with regard to the annual accounts, the annual report of 
the Board on the working of the Corporation and the auditors’ report on the annual balance sheet and 
accounts. 
 
 34. Indemnity of Directors.⸺(1) Every Director  shall be indemnified by the Corporation 
against all losses and expenses incurred by him in the discharge of his duties, except such as are caused 
by his own wilful act or default. 
 
(2) A Director shall not be held responsible for the acts, omissions or inefficiency of any other 
Director or of any officer or other employee of the Corporation resulting in any loss                or expense to the 
Corporation or in deficiency in the value of or title to any property or  security acquired or taken on 
behalf of the Corporation, or for anything done by himself in good faith in the execution of the duties 
of his office. 
 
 35. Reserves and dividends.⸺(1) Out of its earnings, the Corporation shall establish a general 
reserve and create from time to time such other special reserves as the  Board may determine. 
 
 
 
 
 
1Subs. by Act No. XLI of 2021, ss. 11-12.
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(2) After making provision for interest, taxes, bad and doubtful debts, depreciation of  assets, 
maintenance of reserves and any other matter determined by the Board, the Corporation in general 
meeting may declare a dividend out of the profits accruing in a year,  so however that the dividend 
so declared shall not exceed the dividend as recommended by the Board. 
 
 36. Employees’ Provident Fund, etc.⸺(1) The Corporation shall establish an  Employees’ 
Provident Fund, and may establish a Benevolent Fund or similar other Funds,  introduce Gratuity, 
Group Insurance and other Schemes, and grant Bonus and similar other benefits to its employees, as 
and when considered necessary. 
 
 (2) The Employees’ Provident Fund established under sub-section (1) shall be deemed                     to be 
a Provident Fund to which the provisions of the Provident Fund Act, 1925 (XIX of 1925), apply. 
 
 (3) The Employees’ Provident Funds being maintained by N. S. C. and P. S. C. shall, subject 
to the other provisions of this Ordinance and the rules and regulations, be unified as  from the first 
day of January, 1979, and the moneys standing to the credit of such Funds  immediately before that 
day, together with any other assets belonging thereto, shall stand transferred to the Corporation; and 
the persons responsible for the Trust constituted by P. S. C. shall, as from the said day, be discharged 
from such Trust, except as respects things done or omitted to be done before such transfer. 
 
 37. Liquidation of Corporation.⸺ No provision of law relating to the winding up  of 
companies or corporation shall apply to the Corporation, and the Corporation shall not be wound up 
save by an order of the Federal Government and in such manner as the Federal  Government may 
direct. 
 
 38. Power to make rules.⸺ The 1[Minister concerned with the maritime affairs]  may, by 
notification in the official Gazette, make rules for the purpose of giving effect to the  provisions of 
this Ordinance. 
 
 39. Power to make regulations.⸺The Board may make regulations, not inconsistent with 
the provisions of this Ordinance and the rules, to provide for all matters for  which provision is 
necessary or expedient for the purpose of giving effect to the provisions of  this Ordinance. 
 
2[40.  Removal of difficulties.—If a difficulty arises in giving effect any of the provisions of 
this Ordinance, the Federal Government may make such order, not inconsistent with the provisions of 
this Ordinance a nd the State Owned Enterprises. { Governance and Operations) Act, 2023 (VII of 
2023), as may appear to be necessary for the purpose of removing the difficulty.] 
 
 41. Repeals and savings.⸺ (1) The National Shipping Corporation Ordinance, 1963   (IV of 
1963), and the Pakistan Sh ipping Corporation Act, 1976 (LIV of 1976), shall stand  repealed on the 
first day of January, 1979. 
 
(2) Any rules or regulations made, order passed, notification issued, thing done, action   taken 
or proceedings commenced, under any of the provisions of the statutes repealed by sub- section (1), or 
deemed to have been so made, passed,  issued, done, taken or commenced,  shall, if not inconsistent 
with the provisions of this Ordinance, continue in force and be  deemed to have been made or, as th e 
case may be, passed, issued, done, taken or commenced  under the corresponding provision of this 
Ordinance. 
 
 
 
 
 
 
1Subs. by Act No. XLI of 2021, s. 13. 
2Subs. by Act No. VII of 2024, s. 12.  
Page 14 of 18 
           
 
FIRST SCHEDULE 
(See section 8) 
PART A 
 
 The Establishments 
Managed establishments: 1. The Pan-Islamic Steamship Company, Limited 
 2. The Muhammadi Engineering Works, Limited 
 
Acquired establishments: 
 
1. The Chittagong Steamship Corporation, Limited. 
 2. The Muhammadi Engineering Works, Limited. 
 
PART B 
 
Provisions of sections 29, 30, 31 and 33 of the Pakistan Shipping Corporation Act, 1976 (LIV  of 
1976), with necessary adaptations. 
 
Section 29.⸺Transfer to the Corporation of the ownership of shares in managed 
establishments.⸺ 
 
(1) When the management of a managed establishment listed in Part A has been  
transferred to the Corporation, the Federal Government may, by notification in  the 
official Gazette, transfer to and vest in the Corporation the shares of such managed 
establishment, and on such day as may be specified in the notification (hereinafter 
referred to as the “appointed day”) all the issued or  subscribed shares of such 
managed establishment shall stand transferred to and   vested in the Corporation ; 
such managed establishment being hereafter referred to as the “acquired 
establishment”. 
  
(2) Every person who immediately preceding the appointed day held any shares of   
such establishment shall, within ninety days of the appointed day, surrender to the 
acquired establishment all the share certificates held by him pertaining to the shares 
transferred to and vested in the Corporation, and the establishment  shall forthwith 
cancel such share certificates surrendered to it. 
 
(3) Any share certificate required to be surrendered under sub -section (2) and not  so 
surrendered shall, on the expiration of ninety days from the appointed day,  stand 
cancelled. 
 
(4) The acquired establishment referred to in sub-section (2) shall, within one hundred 
and eighty days from the appointed day,  issue and deliver to the  Corporation one 
or more new certificates as the Corporation may direct in lieu  of the share 
certificates which are cancelled by it pursuant to sub -section (2) or   which stand 
cancelled in accordance with sub-section (3). 
 
Section 30.⸺Valuation of shares in acquired establishments and entitlement of their  
owners to shares of the Corporation. ⸺ 
Page 15 of 18 
           
 
(1) The Federal Government shall cause to be made and completed as expeditiously as 
may be, through such person, being a chartered accountant  within the meaning of 
the Chartered Accountants Ordinance, 1961 (X of 1961), and in such manner as it 
thinks fit, a determination as on the appointed  day separately of the net worth of 
the acquired establishment and the aggregate net worths of the Corporation and 
all the acquired establishments  the undertakings of which have not  been 
transferred to  and vested in the  Corporation under section 31 on or before the 
appointed day, and such determination shall be made on the basis of the principles 
mutatis mutandis set  out in the Second Schedule, and the aforesaid net worth of the 
acquired establishment and the aggregate net worths shall, on being approved by 
the Federal Government, be notified in the official Gazette and shall be final. 
 
(2) The Board shall allocate for the acquired establishment such number of fully paid-
up shares of the Corporation as shall bear to the total number of shares allocated or 
to be allocated to all the acquired establishments, as nearly as may   be, the same 
proportion that the net worth of the acquired establishment bears  to the aggregate 
net worths of the Corporation and all the acquired establishments the undertakings 
of which have not been transferred to and vested in the Corporation under section 
31. 
 
(3) Every person who, immediately before the appointed day, owned any ordinary  
shares of such acquired establishment shall be entitled to receive, in lieu of his  
ordinary shares in such establishment, such number of fully paid -up shares of the 
Corporation as shall bear  to the number of shares of the Corporation  allocated to 
such establishment in accordance with sub -section (2) the same  proportion as the 
amount paid-up on his ordinary shares bears to the aggregate  amount paid-up on 
all the ordinary shares of such establishment. 
 
(4) An entitlement to shares of the Corporation arising under this section shall not  be 
questioned on account of the allocation of shares to the acquired establishment not 
being according to the proportion specified in sub-section (2) or on account of such 
entitlement not being related to the net worth of the acquired establishment determined in 
accordance with sub-section (1). 
 
(5) The Board shall issue certificates for entitlement to shares of the Corporation  
arising under this section within ninety days of the notification of net worth  under 
sub-section (1), and, subject to sub-section (2), each such certificate  shall entitle 
the person in whose favour it is issued to receive an allotment of  shares of the 
Corporation in such number and value as are mentioned in the  certificate and, 
pending such allotment, to be treated as if he were the registered holder of that 
number of shares on and from the appointed day for the purposes of any entitlement 
of shareholders to receive dividends declared  by the Corporation or bonus shares 
issued upon any capitalisation of profits  determined by the Corporation or to 
subscribe for further shares which the  Corporation may  decide to offer  for 
subscription to its shareholders. 
 
       (6)      The Board shall decide on the treatment of fraction of shares resulting  from the  
determination of entitlements to shares of the Corporation in accordance with this 
section, and the Board may make such provision by the issue of fractional 
certificates or by payment in cash or otherwise for the purpose as it  may deem 
proper. 
Page 16 of 18 
           
 
 
Section 31.⸺Transfer to the Corporation of the undertaking of acquired establishment.⸺ 
 
(1) The Federal Government may, by notification in the official Gazette, transfer  to 
and vest in the Corporation the undertaking of any acquired establishment, and on 
such date as may be specified in the notification the entire undertaking of the  
acquired establishment shall stand transferred to and vested in the Corporation. 
 
(2) The undertaking so transferred and vested shall include all assets, rights, powers, 
authorities and privileges, and all property, movable and immovable, including 
lands, works, workshops, ships, vessels, vehicles, cash balances,  reserve funds, 
investments, and book debts, whether within or outside Pakistan, and all other 
rights and interests arising out of such property, as were   immediately before the 
transfer to and vesting in the Corporation of the undertaking in the ownership, 
possession or power of the acquired establishment, and all books of account and 
documents relating thereto and all  borrowings, liabilities and obligations of 
whatever kind then subsisting of the acquired establishment. 
 
(3) All contracts, agreements and other instruments of whatever nature subsisting  or 
having effect immediately before the transfer to and vesting in the Corporation of 
the undertaking of an acquired establishment, to which such acquired establishment 
was a party or which were in favour of such acquired establishment, shall have full 
force and effect against or in favour of the  Corporation, and may be enforced or 
acted upon as fully and effectively as if, instead of the acquired establishment, the 
Corporation had been a party thereto   or as if they had been entered into or issued 
in favour of the Corporation. 
 
(4) If, on the date of the transfer to and vesting in the Corporation of the undertaking 
of an acquired establishment, any suit, appeal or other proceeding  of whatever 
nature is pending by or against such acquired establishment, it  shall not abate, be 
discontinued or be in any way prejudicially affected by  reason of such vesting or  
transfer or anything done under this Act but the suit,  appeal or other proceeding 
may be continued, prosecuted and enforced by or against the Corporation. 
 
Section 33.⸺ Dissolution of acquired establishment.⸺ 
 
An acquired establishment shall, notwithstanding anything contained in the  Companies    
Act, 1913 (VII of 1913), stand wound-up and dissolved as from the day on which 
its undertaking is transferred to and vested in the Corporation. 
 
Page 17 of 18 
           
 
SECOND SCHEDULE 
(See section 9) 
 
 1. The net worth of N. S. C. and P. S. C shall be determined in the following manner, that is 
to say, 
The break-up value of their shares shall first be determined in accordance with  clause 
(c) of rule 8 of the  Wealth Tax Rules, and thereafter such break-up value shall be 
multiplied by the number of their paid-up shares. 
 
2. For the purpose of determination of net worth under paragraph 1, the basis shall be  the 
audited balance sheets of N. S. C. and P. S. C. as on the thirty first day of December, 1978. 
 
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RGN Date: 23-08-2024