MARKETING OF PETROLEUM PRODUCTS (FEDERAL

CONTROL) (REPEAL) ORDINANCE, 2002

ORDINANCE LXXXIX OF 2002

 

The Marketing of Petroleum Products (Federal Control) (Repeal) Ordinance, 2002, Ordinance LXXXIX of 2002, is a legislative instrument in Pakistan that repeals the Marketing of Petroleum Products (Federal Control) Ordinance, 2001. Ordinances are temporary laws promulgated by the President of Pakistan when the Parliament is not in session, and they have the force of law until they are passed by the Parliament.An Ordinance to repeal the Marketing of Petroleum Product

(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 ncluding 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 Pakistan 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;

(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 subsection (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 Ordnance” means the Monopolies and Restrictive Trade Practices

(Control and Prevention) Ordinance, 1970 (VI of 1970); and

(n) “Privatisation” has the same meaning as in the 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 (sic).

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:

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 office 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

3(2) 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 investor 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 any relationship,

acquisition or merger having the effect of creating, bringing about or

maintaining 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 the 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 stipulated 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;

Provided that in exceptional circumstances the. Federal Government may extend the time

within which elections are to be held by such 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 subsection (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.

 

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