PART X
COGNIZANCE AND PROSECUTION OF OFFENCES
37. Cognizance of offences.- Notwithstanding anything contained in the Code of Criminal Procedure, 1898 (Act No. V of 1898) no court other than the court of session shall have jurisdiction to try any offence under this Act.
38. Conduct of prosecution.-
(1) No prosecution for any offence under this Act against any person shall be instituted except with the consent in writing of the Commission signed by any two Commissioners.
(2) Prosecution of any offence under this Act shall be conducted by any officer of the Commission authorized in writing by the Commission.

PART XI
RULES AND REGULATIONS
39. Power to make rules.-
(1) Subject to sub-section (2), the Federal Government may, by notification in the official Gazette, make rules for all or any of the matters in respect of which it is required to make rules to carry out the purposes of this Act.
(2) The power to make rules conferred by this section shall be subject to the condition of previous publication and before making any rules the draft thereof shall be published in the official Gazette for eliciting public opinion thereon within a period of not less than [thirty][29] days from the date of publication.
40. Power to make regulations.-
(1) Subject to sub-section (2),-(i) the Board [Omitted][30] on the recommendation of the Commission and in consultation with the Federal Government; and(ii) the Commission [in consultation with][31] the Board, may make such regulations as may be required to carry out the purposes of this Act.
(2) The power to make regulations conferred by this section shall be subject to the condition of previous publication and before making any regulations the draft thereof shall be published in two newspapers of wide circulation for eliciting public opinion thereon within a period of not less than [thirty][32] days from the date of publication.

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PART XII
GENERAL
41. Common seal.- The Commission shall have a common seal and such seal shall be kept in the custody of the Chairman or such other person as may be authorized by the regulations made by the Commission. Documents required or permitted to be executed under seal shall be specified in and authenticated in such manner as shall be authorized by regulations made by the Board.
42. Public servants.- (1) The Members, Commissioners, employees and other persons authorized to perform or exercise any function or power under this Act or rendering services to Commission as consultant or adviser shall be deemed to be public servants within the meaning of section 21 of the Pakistan Penal Code, 1860 (Act XLV of 1860).
(2) Save as otherwise provided by this Act and only for the purposes so provided, nothing herein contained shall be construed to mean that any person referred to in sub-section (1) is or shall be deemed to be in the service of Pakistan or is to be regarded or treated as a civil servant.
43. Dissolution of the Authority.- The Authority is hereby dissolved and at all times thereafter,-(a) section 11 and sub-section (3) to (7) (inclusive) of section 12 of the Ordinance shall stand repealed and except as hereinafter provided, all references to the Authority appearing in the Ordinance and any other law for the time being in force shall be deemed to mean and refer to the Commission;[
(b) the rules under the Ordinance or under any other law for the time being in force being administered by the Commission shall be made by the Commission with the approval of the Federal Government][33];
(c) save as otherwise provided in clause (b), all powers exercisable by the Federal Government under any provisions of the Ordinance or any other law for the time being in force, which immediately before the appointed day had been delegated to the Authority, shall be exercised by the Commission;
(d) all assets, rights, powers, authorities and privileges and all property, movable and immovable, cash and bank balance, reserve funds, investments and all other interests and rights in, or arising out of, such property and all debts, liabilities and obligations of whatever kind of the Authority subsisting immediately before its dissolution shall stand transferred to and vest in the Commission;
(e) no officer, employee, servant, or any other person holding any post in connection with the affairs of the Authority, shall have any right or lien to appointment to any post in the Commission;
(f) any person referred to in clause (e) who is appointed by the Commission shall have the option either to remain a civil servant or to be an employee of the Commission. The option once exercised shall be irrevocable;(g) in the event of a person referred to in clause (e) opting to be an employee of the Commission, he shall cease to be a civil servant for all purpose and shall be entitled to such remuneration, allowances and other terms and conditions of employment as are applicable to the employees of the Commission. For the service rendered in the Authority such person shall be entitled to such benefits including the transfer of benefits to the Commission as may be prescribed by the rules. But, in the event of such a person opting to remain as a civil servant, he shall be entitled to the same remuneration, allowances and other rights and privileges as are admissible to civil servants but, in other respects such as organizational structure, right to promotion and discipline, he shall be subject to the regulations made by the Commission, and for the period he served the Commission, the Commission shall contribute to the pension, gratuity and final payment of provident fund in accordance with the rules.
(h) a person referred to in clause (e) who is not appointed by the Commission shall continue to draw his pay, allowances privileges or other benefits as he was drawing while holding the post in the Authority and unless sooner he is appointed by the Federal Government to another post or otherwise ceases to remain in Government service on account of retirement, dismissal, removal, discharge from service or in any other manner applicable to a civil servant, the cost for paying salary, allowance and other benefits to such person shall be borne by the Commission.
(i) save as otherwise provided in clauses (e) and (h), all debts and obligations incurred or contracts entered into or rights acquired and all matters and things engaged to be done by, with or for the Authority before the appointed day shall be deemed to have been incurred, entered into, acquired or engaged to be done by, with or for the Commission, as the case may be; and
(j) all suits and other legal proceedings instituted by or against the Authority before the appointed day shall be deemed to be suits and proceedings by or against the Commission as the case may be and may proceed and be dealt with accordingly.[43A. Abolition of Department of Insurance.- (1) As from the appointed date-
(a) the Department of Insurance shall stand abolished;
(b) no officer, employee, servant, or any other person holding any post in connection with the affairs of the Department of Insurance, shall have any right or lien to appointment to any post in the Commission.
(c) any person referred to in clause (b) who is appointed by the Commission shall have the option either to remain a civil servant or to be an employee of the commission and the option once exercised shall be irrevocable.
(d) in the event of a person referred to in clause (b) opting to be an employee of the commission, he shall cease to be a civil servant for purposes and shall be entitled to such remuneration, allowance and other terms and conditions of employment as are applicable to the employees of the Commission. For the service rendered in the Department of Insurance such person shall be entitled to such benefits including the transfer of benefits to the Commission as may be prescribed by the rules. But, in the event of such a person opting to remain as a civil servant , he shall be entitled to the same remuneration, allowances and other rights and privileges as are admissible to civil servants but, in other respects such as organizational structure, right to seniority, promotion and discipline, he shall be subject to the regulations made by the Commission, the Commission shall contribute to the pension, gratuity and final payment of provident fund in accordance with the rules;(e) a person referred to in clause (b) who is not appointed by the commission shall continue to draw his pay, allowances privileges or other benefits as he was drawing while holding the post in the Department of Insurance and unless sooner he is appointed by the Federal Government to another post or otherwise ceases to remain in Government service on account of retirement, dismissal, removal, discharge from service or in any other manner applicable to a civil servant, the cost for paying salary, allowances and other benefits to such person shall be borne by the Commission;
(f) save as otherwise provided in this Act, all debts and obligations incurred or contracts entered into or rights acquired and all matters and things engaged to be done by, with or for the Federal Government under or pursuant to the Law of Insurance before the appointed date shall be deemed to have been incurred, entered into acquired or engaged to be done by, with or for the Commission, as the case may be; and
(g) all suits and other legal proceedings instituted by or against the Federal Government under, or pursuant to, the Law of Insurance before the appointed date shall be deemed to be suits and proceedings by, or against, the commission as the case may be and may be proceeded with and be dealt with accordingly.][34]44. Savings.- Save as otherwise provided in this Act, nothing in this Act shall affect or be deemed to affect any thing done, action taken, investigation or proceedings commenced, order, rule, regulation, appointment, document, or agreement made, fee directed, resolution passed, direction given, proceedings taken, or instrument executed or issued under or pursuant to any law amended or repealed by this Act and any such thing, action, investigation, proceedings, order, rule, regulation, appointment, document, agreement, fee, resolution, direction, proceedings or instrument shall, if in force at the commencement date and not inconsistent with any of the provisions of this Act, continue in force and have effect as if it had been respectively done, taken, commenced, made, directed, passed, given, executed or issued under this Act or the law as amended by this Act.45. Act to override other laws.- The provisions of this Act shall have effect notwithstanding anything inconsistent therewith contained in any other law for the time being in force.

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THE SCHEDULE
POWERS AND FUNCTIONS CONFERRED ON THE AUTHORITY UNDER THE ORDINANCE TO BE EXERCISED BY THE COMMISSION
(See clause (o) of sub-section (4) of section 20)
1. To call for any information, document etc. for purposes of any proceeding or inquiry (section 12(4) of the Ordinance).
2. To allow alteration in the Memorandum of Association (section 21 of the Ordinance).
3. To decide whether a name of a company is appropriate and permissible (section 37 of the Ordinance).
4. To grant licence to an association not for profit to be registered as a company (section 42 of the Ordinance).
5. To accord approval for conversion of a public company into a private company (section 44 of the Ordinance).
6. Approval of prospectus (section 57 of the Ordinance).
7. To allow issue of securities outside Pakistan (section 62A of the Ordinance).
8. To specify minimum amount of shares to be applied for and the form of application for shares (section 67 of the Ordinance).
9. To prescribe maximum rate of commission on issue of shares (section 82 of the Ordinance).
10. To sanction issue of shares at discount (section 84 of the Ordinance).
11. To grant extension in time for holding AGM in the case of listed companies (section 158 of the Ordinance).
12. To allow a company to make a loan to a director (section 195 of the Ordinance).
13. To grant exemption for appointment of managing agent and to approve appointment of sole sale/purchase/distribution agents (section 206 of the Ordinance).
14. To recover tenderable gains (section 224 of the Ordinance).
15. To prescribe cost accounting records for manufacturing companies (section 230 of the Ordinance).
16. To extend period for laying annual accounts in the AGM by listed companies (section 233 of the Ordinance).
17. To direct a change in financial year of holding companies and their subsidiaries (section 238 of the Ordinance).
18. To call for additional statements of accounts from companies (section 246 of the Ordinance).
19. To appoint auditors in certain cases (section 252(6) of the Ordinance).
20. To conduct investigation into the affairs of the companies (sections 263 and 265 of the Ordinance).
21. To prosecute a company or person found guilty as a consequence of investigation (sections 270 and 271 of the Ordinance).
22. To appoint administrator (section 295 of the Ordinance).
23. To make application to the Court for winding up a company (section 309 of the Ordinance).
24. To recommend a panel of persons to the Court for appointment as official liquidator (section 321 of the Ordinance).
25. To order restoration of the names of defunct companies (section 439(9) of the Ordinance).
26. To exercise similar powers in the case of foreign companies (section 457 of the Ordinance).
27. To accord special permission to take over original documents from custody of Registrar (section 467 of the Ordinance).
28. To prescribe additional fees for filing of documents (section 469 of the Ordinance).
29. To force companies to comply with the provisions of the Ordinance (section 472 of the Ordinance).
30. To impose fine as penalty (section 476 of the Ordinance).
31. To hear appeals against the orders of Registrar (section 477 of the Ordinance).
32. To exercise powers of court in relation to enquiries and proceedings (section 478 of the Ordinance).
33. To direct appearance of officers of companies (section 479 of the Ordinance).
34. To apply amount of fine towards payments of costs, compensations, etc. (section 483 of the Ordinance).
35. To hear revision petition against the orders of Registrar, etc. (section 484 of the Ordinance).
36. To grant relief in certain cases (section 488 of the Ordinance).
37. To impose penalty for wrongful withholding of company profit (section 493 of the Ordinance).
38. To impose penalty for non-compliance with directions (section 495 of the Ordinance). ABDUL QAYYUM KHAN Secretary

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