SINDH ACT NO.XII of 1995 the SINDH BANK ACT, 1995 CONTENTS Preamble Section. 1. Short Title Extent and Commencement. 2. Over-R
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SINDH ACT NO.XII OF 1995 THE SINDH BANK ACT, 1995 CONTENTS Preamble Section. 1. Short title extent and commencement. 2. Over-riding clause. 3. Definition. 4. Establishment and incorporation of the Bank. 5. Share capital. 6. Register of Shareholders. 7. Qualifications of share-holders. 8. Government to be share-holders. 9. Head Office of the Bank. 10. Board. 11. Constitution of the Board. 12. Managing Director. 13. Chairman. 14. Qualification and disqualifications of Directors. 15. Vacancies. 16. Annual General and Special Meetings. 17. Vote of Shareholder. 18. Business which the Bank is authorized to transact. 19. Business which the Bank is not authorized to transact. 20. Exceptions. 21. Auditors. 22. Other Auditors. 23. Rights and Duties of Auditors. 24. Powers and Duties of the Board. 25. Powers of the Board to make bye laws. 26. Liquidation of the Bank. 27. Indemnity. SINDH ACT NO.XII OF 1995 THE SINDH BANK ACT, 1995 [30TH October,1995] An Act to establish a Bank for providing all type of commercial banking and investment banking services in the Province of Sindh. WHEREAS it is expedient to establish a Bank for Preamble. providing all types of commercial banking and investment banking services in the Province of Sindh; It is hereby enacted as follows:- 1. (1) This Act may be called the Sindh Bank Act, 1995. Short title extent (2) It extends to the whole of the Sindh Province. and commencement. (3) It shall come into force at once. 2. This Act shall have effect notwithstanding anything Over-riding contained in any other law for the time being in force. Clause. 3. In this Act, unless there is anything repugnant in the Definition. subject or context- (a) “Bank” means the Sindh Bank established under this Act; (b) “Board” means the Board of Directors of the Bank; (c) “Director” means a Director for the time being of the Board; (d) “dividend” includes bonus; (e) “General meeting” means the annual meeting of the shareholders of the Bank; (f) “Goods” includes bullion, ware and merchandise; (g) “Government” means the Government of Sindh; (h) “Managing Director” means the Managing Director of the Bank; (i) “meeting” includes holding of an adjourned meeting; (j) “prescribed” means prescribed by bye-laws or regulations made under this Act; (k) “Private Sector” means any person(s) or entity(ies) nominated by a company with whom Government researches an understanding for cooperation to participate in the establishment and operation of the Bank; (l) “Proxy” means an instrument in writing where by a member authorizes another person to vote for him at a meeting or meetings and includes attorney duly constituted under a power of attorney; SINDH ACT NO.XII OF 1995 THE SINDH BANK ACT, 1995 (m) “Resolution” means any decision taken by a majority vote in a meeting of the Board or a meeting of the shareholders; (n) “Seal” means the common or official seal of the Bank and shall include those official seals of the Bank which are for use in territories outside Pakistan; (o) “special meeting” means a meeting of the share- holders of the Bank convened for transacting some particular business specified in the notice convening the meeting; (p) “Special resolution” means resolution passed by majority vote at a special meeting; 4. (1) As soon as may be after the commencement of this Act, Establishment and there shall be established in accordance with the provisions of incorporation of this Act a Bank to be called the Sindh Bank to carry on the the Bank. business of commercial and investment banking. (2) The Bank shall be deemed to be a body corporate having perpetual succession and a common seal and shall by the said name sue and be sued. 5. (1) Subject to the provisions of this Act, the authorized capital Share Capital. of the Bank shall be two and half billion rupees divided into two hundred and fifty million ordinary shares of ten rupees each. (2) The Initial paid up capital of the Bank shall be two hundred and fifty million rupees which shall be subscribed to the extent of fifty five percent by Government, and the remaining forty five percent shall be subscribed by the private sector. (3) Out of the said authorized capital there shall, from time to time, be issued such number of shares and on such terms, if any, including the terms of the brokerage and underwriting, as the Board may decide. (4) The liability of the shareholders of the Bank shall be limited to the amount fully paid up on their shares. (5) The shareholders, representing atleast seventy-five percent of the Banks equity/paid up capital, may, by special resolution, increase or reduce the capital of the Bank. (6) The shares of the Bank shall be moveable property and each share shall be distinguished by its appropriate number. SINDH ACT NO.XII OF 1995 THE SINDH BANK ACT, 1995 6. The Bank maintain at its Head Office established under Register of section 9, a Register to be called the register of the Shareholders. Shareholders of the Bank, and shall enter therein such particulars as may be prescribed. 7. (1) No person shall be qualified to be registered as a Qualifications of shareholder who by reason of anything contained in any law share-holders. for the time being in force is not competent to enter into any contract. (2) A person who subsequent to his registration, is discovered to have been not qualified as aforesaid at the time of registration shall not be entitled to exercise any of the rights of a shareholder otherwise than for the purpose of the sale of his shares under the orders of a competent Court. (3) The Shares shall be registered in the name of individuals, companies, corporate bodies and Government or its agencies, provided that not more than four persons shall be registered as joint holders of any shares. (4) In the event of death of any one or more of the persons named in the Register a joint holders of any share, the survivor or survivors shall be the only person or person recognized by the Bank as having any title to or interest in such share and where the deceased it a sole shareholder, his nominee or nominees and the legal heirs (where no such nomination was made) shall be the only persons recognized by the Bank as having any title to his interest in the shares. 8. (a) Notwithstanding anything contained in section l7, Government to be Government shall be a major shareholder in the Bank but at share-holders. any one time it shall not hold more than fifty five percent of the paid up capital of the Bank. (b) Subject to approval of the Board, Government and the private sector shall be free to disinvest any part of their share- holding in the Bank. 9. The Head Office of the Bank shall be at Karachi. Head Office of the Bank. 10. (1) The Bank shall work under the overall supervision and Board. direction of the Board which shall make such policies as it considers proper from time to time in the best interest of the Bank. SINDH ACT NO.XII OF 1995 THE SINDH BANK ACT, 1995 (2) The Board shall be fully empowered to engage personnel, experts, advisors, management consultants, for providing such professional services for the functioning of the Bank and on such terms and conditions as may be considered necessary by the Board from time to time. 11. (1) The Board shall consist of seven Directors who shall be Constitution of the nominated and elected in proportion to the shareholding of Board. Government and private sector. (2) Notwithstanding the provisions of sub-section (1), the Board shall initially, comprise of five Directors out of whom Three Directors will be from Government and two Directors from private sector. (3) The remaining two Directors to make up a total of seven will be appointed after the Bank in the opinion of the Board becomes operational in a way that the total number of Directors should be in proportion to the shareholding of Government and private sector. (4) The first Directors, shall continue in office for a period of three years and shall be eligible for re-nomination or re- election, as the case may be. (5) The Board shall have the powers to further increase the number of “Directors to serve at any one time on the Board. 12. (1) The Managing Director shall be a professional and Managing experienced banker who shall be always appointed / Director. removed on the recommendation of the Directors representing private sector on such terms and conditions as may be approved by the Board. (2) The Managing Director shall be the Chief Executive Officer of the Bank and shall have full authority to direct, operate, supervise and control the affairs of the Bank on behalf of the Board. (3) The salary and the terms and conditions of the service of the Managing Director shall be decided by the Board and the same shall not be varied to his disadvantage during his tenure of office. (4) The Managing Director shall, unless removed earlier, on SINDH ACT NO.XII OF 1995 THE SINDH BANK ACT, 1995 the expiry of his term of office, be eligible for reappointment on such terms and conditions as may be decided by the Board. 13. (1) The Chairman of the Board shall be elected from Chairman. amongst the Directors nominated by Government on such terms and conditions as may be determined by the Board. (2) The Chairman shall not exercise any executive powers but he shall have a casting vote.