THE ZULFIQARABAD

DEVELOPMENT CORPORATION
ACT, 2014
(Act __ of 2014)
[XX.XX.XXX]
 
An Act to provide for the establishment of Zulfiqarabad city, to
dissolve the Zulfikarabad Development Authority and replace it
with the Zulfiqarabad Development Corporation.
 
Preamble.– Whereas it is necessary to provide for, inter alia, the design,
establishment, planning and building of a modern city within Sindh to be known
as Zulfiqarabad and, to, inter alia, establish and build its supporting and
surrounding infrastructure to provide for its building, planning and zoning rules
and regulations and to create a Corporation for such purpose to provide for
matters connected therewith and ancillary thereto and so that the city of
Zulfiqarabad and all its affairs vest in the Corporation.

      It is hereby enacted as follows:-

 
1.   Short title, extent and commencement.– (1) This Act may be
called the Zulfiqarakad Development Corporation Act, 2014.
(2)  It extends to the whole of the Sindh and specifically to
the areas specified in Schedule A of this Act.
      (3)  It shall come into force at once.

2.   Definitions.– In this Act, unless there is anything repugnant in

the subject or context,–
a) “Authority” means the Zulfikarabad Development Authority
established under the Zulfikarabad Development Authority
Act, 2010
b) “Corporation” means the Zulfiqarabad Development
Corporation constituted under this Act;
c) “Director” means a serving Director of the Board of Directors of
the Corporation
d) “the Board” means the Board of Directors of the Corporation
e)  “dividend” includes bonus;
g) “general meeting” means the annual meeting of the shareholders
of the Corporation;
h) “Government” means Government of the Sindh;
i) “meeting” includes an adjourned holding of the meeting;
j) “prescribed” means prescribed by Regulations made under this
Act;
k) “Managing Director” means the serving Managing Director of
the Corporation as appointed by the Government;
l) “special meeting” means a meeting of the shareholders of the
Corporation convened for transacting some particular businesses
specified in the notice convening the meeting;
m) “special resolution” means a resolution passed at a special
meeting;
n) “Zulfiqarabad” means the city by the name of Zulfiqarabad with
its territorial limits defined in Schedule A of this Act.

3.   Establishment and incorporation of the Corporation.– (1)

As soon as may be after the commencement of this Act, there shall
be constituted in accordance with the provisions of this Act a
Corporation to be called the Zulfiqarabad Development
Corporation to carry on the business of, inter alia, building,
designing, establishing, planning, and regulating the city of
Zulfiqarabad.
      (2)  The Corporation shall be a body corporate having
perpetual succession and a common seal and shall by the said
name sue and be sued.
 
4.   Share capital.– (1) Subject to the provisions of this Act, the
authorized capital of the Corporation shall be
______________________ rupees divided into
____________________ ordinary or preference shares of
____________ rupees each.
      (2) Out of the authorized capital of the Corporation, shares
shall, from time to time, be divided into such number of ordinary
and preference shares and, be issued in such number and on such
terms, including the terms of the brokerage and underwriting, as
the Board may decide.
      (3)  The liability of the shareholders of the Corporation shall be
limited to the amount not fully paid up on their shares.
      (4)  The shareholders of the Corporation may, by special
resolution, increase or reduce the capital of the Corporation.
      (5)  The shares of the Corporation shall be movable property
and each share shall be distinguished by its appropriate number.
 
5.   Register of Shareholders.– The Corporation shall maintain at
its Head Office established under section 8 a computerized register,
to be called the Register of the Shareholders of the Corporation,
and shall enter therein such particulars as may be prescribed.
 
6.   Qualifications of shareholder.– (1) No person shall be
qualified to be registered as shareholder who by reason of anything
contained in any law 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.
 
7.  Government to be share-holder.– (1) Notwithstanding
anything contained in section 6, the Government shall be a share-
holder of the Corporation.
(2) Notwithstanding anything contained in subsection (1) above the
Government may reduce its shareholding of the Corporation to any
amount insofar as it retains control of the Corporation through the
Board.
(3) Notwithstanding anything contained in subsections (1) and (2)
above upon the date of passing of this Act the Government shall
hold 100% shares in the Corporation

8.     Head Office of the Corporation.– The Head Office of the

Corporation shall be at Karachi till such time as the Board decides to shift
it to Zulfiqarabad.
 
9.   Board.– The general superintendence and direction of the
affairs and business of the Corporation shall be entrusted to a
Board which may exercise all powers and do all such acts and
things as may be exercised or done by the Corporation and are not
by this Act expressly directed or required to be done by the
Corporation in general meeting.
 
10.    Constitution of the Board.– (1) The Board shall consist of
the following Directors, namely–
         (a)  the Managing Director appointed by the Government
under section 11
         (b)  Three Directors elected in special meeting by the
shareholders for a term of three years; and
         (c)  five Directors shall be the senior members of the
management of the Corporation (after the Managing
Director) subject to their continuing to hold such
management position.
     
2) The Managing Director shall be Chairman of the Board.
3)  The Chairman shall preside over the meetings of the Board and
shall have a casting vote on days when the total attendance of the
Board amounts to an even number.
4) In the Chairman’s absence the Vice-Chairman shall preside and
shall exercise all the powers of the Chairman. The Vice Chairman
shall be appointed by the Government and may either be a Director
appointed by the Government in clause b above or may be the
senior member of the Management (after the Managing Director).
If none of the Directors in clause b above are appointed by the
Government the senior-most member of the Management after the
Managing Director shall be deemed to be the Vice Chairman of the
Board.
5) The necessary quorum for meetings of the Board shall be three
Directors consisting of either the Chairman or Vice Chairman, one
director appointed under clause (b) above and one director
appointed under clause (c) above.
 
11.    Managing Director (1) The Managing Director shall be
appointed by the Government for a period to be notified by the
Government at the time of the appointment and on such salary and
terms and conditions of service as the Government may determine:
      Provided that neither the salary nor the terms and conditions of
service shall be varied to his disadvantage during his tenure of
office:
      Provided further that the appointment may be terminated in the
manner prescribed on the ground of physical or mental incapacity
or gross misconduct.
      (2)  The Managing Director shall on the expiry of his term of
office be eligible for re-appointment.
      (3)  The Managing Director shall be the chief executive officer of
the Corporation and shall, subject to any Regulations made in this
behalf, direct and control, on behalf of the Board, the affairs of the
Corporation.
 
12.    Qualifications and disqualifications of Directors.– (1) A
director appointed under section 10 (1)(b) by a share holder other
than the Government shall not be qualified to serve as Director
unless he is a share holder in his own right of unencumbered shares
of the Corporation to the nominal amount of _________________
rupees at the least.

      (2)  Without prejudice to anything contained in Section 10

above no person shall be qualified to serve as a Director–

              (a)  if he is a civil servant of any Government whether

 within or without Pakistan or if he is a member of
Parliament or a provincial assembly, a minister,
advisor or holder of any office in any other
government department or authority.
              (b)  if he has been convicted of an offence involving moral
turpitude;
              (c)  if he was at any time in the service of the Corporation
and was dismissed or his services had been terminated
by the Corporation;
             (d)  if he is a Director of any commercial Corporation
other than a Corporation sponsored or established by
or under the authority of the Government or the State
Corporation of Pakistan for the development of
industry or agriculture in the country, or a Corporation
which is a society registered under the Co-operative
Societies Act, 1925 or any other law for the time being
in force in Pakistan relating to co-operative societies;
              (e)  if he is in the employment of any Corporation, whether on
salary or on commission, and is engaged in the
performance of any continuous service for remuneration
for any such Corporation;
              (f)  if he is for the time being disqualified for membership
of any body established by or under any law for the
time being in force of which the constituent members
are wholly or partly chosen by means of election or
g)  if he has been found by a competent court under any law
to have acted against the interest of a person with
whom he had fiduciary relationship.

    
  (3)  The office of a Director shall be vacated–
             
(a)  if the person holding it resigns his office or dies;
              (b)  if he is, or at any time has been, adjudicated an
insolvent, or compounds with his creditors or suspends
 payment;
        c)  if he is declared to be a lunatic or of unsound mind
by a competent court;
              (d)  if he has absented himself from five consecutive
meetings of the Board or from all such meetings for a
continuous period of six months, whichever is longer,
without leave of absence from the Board subject to
him being removed by the Board for such absence;
              (e)  if he ceases to hold in his own right the amount of
shares required to qualify him for the office;
              (f)  if he incurs any of the disqualifications mentioned
in sub-section (2);
              (g)  if, in relation of the Corporation, he has failed to pay
any advance, loan or credit limit or any installment
thereof or interest thereon, or any amount due on any
guarantee or to do or perform any act agreed or
undertaken in writing to be done or performed by him,
and such failure continues for a period of one month after
notice in writing has been served on him by the
Corporation calling upon him to make the payment or to
do or perform the act.
              
 
13.    Removal of Directors.– (1) The shareholders may, by a
special resolution passed by the votes of shareholders holding in
the aggregate more than one half of the paid-up capital for the time
being remove any Director, other than a Director appointed by the
Government, before the expiration of his period of office and
appoint in his stead a qualified person who shall hold office.
      (2)  Directors appointed directly by the Government may be
removed and replaced by other Directors at the discretion of the
Government.
(3) Directors who hold office by virtue of their posts within the
Corporation may be removed by the Managing Director as
permitted by the terms and conditions of his contract of
employment.
 
14.    Terms of office of Directors.– A Director appointed by the
Government other than the Managing Director and those who are
Directors by virtue of their posts shall hold office during the pleasure of
the Government.
 
15.    Vacancies.– (1) Any vacancy occurring on the Board by the death,
resignation, removal or disqualification of any Director shall be filled by
the remaining Directors, who shall co-opt a duly qualified person to fill
the vacancy as an interim arrangement till such time that a new Director
is appointed by the shareholders
      Provided that where a vacancy occurs in the office of a
Director appointed by the Government, the vacancy shall be filled
only by appointment by the Government.
Provided that where a vacancy occurs in the office of a
Director who holds such positions by virtue of his post, the
vacancy shall be filled upon appointment by the Managing
Director.
      (2)  Any Director co-opted under sub-section (1) shall retire at
the next general meeting, as the case may be, and the vacancy so
occurring on the Board shall be filled by election as provided
under this Act.
 
16.    General and Special Meetings.– (1) In the first week of March
in every year, or as soon thereafter as is convenient, a general meeting
shall be held annually at the Head Office, at such time as may be
determined by the Board and at the meeting the shareholders present
shall be entitled to discuss the annual account, the report of the Board
on the working of the Corporation throughout the year, and the
auditors’ report on the annual balance sheet and accounts, made up to
the preceding thirty-first day of December.
      (2)  Special meetings shall be convened and held in such
manner and at such time and place as may be prescribed by the
Board.
 
17.    Votes of shareholders.– 1) Every shareholder shall be
entitled to attend any meeting and each shareholder who has been
registered as such for a period of not less than three months prior
to the date of such meeting shall when present in person and on a
show of hands, have one vote and on a poll each shareholder so
registered, shall have one vote for each share held by such
shareholder:
      Provided that any shareholder shall be entitled to vote at any
meeting unless all calls or other sums presently payable by him in
respect of shares of the Corporation have been paid.
      (2)  On a poll votes may be given either personally or by proxy,
but the Government as a shareholder may appoint any person to be
present at any general meeting and to vote on its behalf.

 
18.    Auditors.– (1) Not more than two auditors who are
Chartered Accountants shall be elected and their remuneration
fixed at the general meeting. The auditors may be shareholders, but
no Director or other officer of the Corporation shall be eligible
during his continuance in office. Any auditor shall be eligible on
quitting office for re-election.
      (2)  The first auditors of the Corporation may be appointed and
their remuneration fixed by the Board before the general meeting
and if so appointed shall hold office only until the first general
meeting.
      Provided that if any casual vacancy occurs in the office of any
auditor elected under this section, the vacancy may be filled by the
Board.
 
19.    Rights and Duties of Auditors.– (1) Every auditor shall be
supplied with a copy of the annual balance sheet and statement of
profit and loss accounts and it shall be his duty to examine the
same, with the accounts and vouchers relating thereto. Every
auditor shall at all reasonable times have access to the books,
accounts and other documents of the Corporation at the Head
Office, and may, at the expense of the Corporation, employ
accountants or other persons to assist him in investigating such
accounts, and may, in relation to such accounts, examine any
Director, or any other officer of the Corporation.
      (2)  The auditors shall make a report to the shareholders upon
the annual balance sheet and the statement of profit and loss
accounts and in every such report they shall state whether, in their
opinion, the balance sheet and the statement of profit and loss
accounts are full and fair statements containing the prescribed
particulars and properly drawn up so as to exhibit a true and
correct view of the state of the Corporation’s affairs, and in case
they have called for any explanation or information from the Board
whether it has been given and whether it is satisfactory. Any such
report made to the shareholders shall be read together with the
report of the Board at the general meeting.
 
20.    Liquidation of the Corporation.– Nothing in the Companies
Ordinance, 1984, shall apply to the Corporation and the Corporation
shall not be placed in liquidation save by the passing of an Act by
the Provincial Assembly. 

21.    Power of the Board to make Regulations.– (1) The Board

may make Regulations not inconsistent with this Act to provide for all
matters for which provision is necessary or convenient for the purpose
of giving effect to the provisions of this Act.
  
 
22.  Immunity.– No suit, prosecution or other legal proceedings
shall lie against the Chairman, any Director or Government for
anything which is in good faith done or is intended to be done
under this Act or any Regulation framed under it.
 
23. Dissolution of the Authority and vesting of its rights,
properties, assets and liabilities in the Corporation upon
passing of the Act:-

(a) (i) all assets, grants, properties, funds and dues placed
at the disposal of the Authority by Government; and
(ii) all properties, funds and dues exchanged or derived
from, or otherwise attributable to the properties, funds and
dues referred to in sub-clause (i), which, immediately
before the passing of this Act, were held by or were
realizable by the Authority shall vest in, and be realizable
by the Corporation;
(b) all assets, grants, properties, funds and dues, other than
those referred to in clause (a), which, immediately before the
passing of this Act, were vested in or were realizable by the
Authority shall vest in and be realizable by the Corporation

(c) all liabilities which, immediately before the passing of

this Act, were enforceable against the Authority shall be
assumed by and be enforceable against the Corporation

(d) for the purpose of completing the execution of any

scheme which has not
been fully executed by the Authority and of realizing
properties, funds and dues referred to in clauses (a) and (b),
the functions of the Authority shall be discharged by the
Corporation

(e) The Corporation shall keep such accounts of all moneys

respectively received and expended by it under the
Zulfikarabad Development Authority Act, 2010, in the
manner as the Board may prescribe.
23. Terms and Conditions of service of employees:- (1) All the
employees whether employed on contract basis or otherwise by the
Authority from passing of this Act be deemed to be the employees of
the Corporation on terms, conditions, pay and allowances etc not less
favorable than the terms and conditions upon which they were
appointed by the Authority for the remaining period of their respective
contracts if the period of contract is specified in their appointment or
renewal of contract order.
(2) That the management structure of the Corporation shall
remain the same as the Authority till it is amended or modified
by the Board
(3) That till such time that the Board of Directors do not
promulgate Regulations on the matter any persons not covered
by (1) and/or (2) above shall be employed upon such terms and
conditions as approved by the Board of Directors.

24. Zulfiqarabad Development Corporation Account:- (1) There

shall be an Account to be known “Zulfiqarabad Development
Corporation Account which shall vest in the said Corporation and shall
be utilized by the said Corporation for purposes to be determined by
the Board:

(2) Zulfiqarabad Development Corporation Account shall

include:-
(a) unspent amount of “Zulfikarabad Development Authority
Fund”.
(b) grants to be made by Government for Development and
non Development schemes.
(c) loans and bridge financing to be provided by the
Government.
 (d) sale proceeds, lease money, or rent of moveable and
immoveable property and receipts for services rendered.
(e) foreign aid and loans obtained from the International
Donor Agencies, Banks or from any source outside
Pakistan with the sanction of and on such terms and
conditions as may be approved by Board.
(f) special Development Packages and grants funded by
Federal or Provincial Government.
(g) loans obtained by the Corporation.
(h) grants made by local Government and
(i) all other sums receivable by the Corporation.

25. Power to dispose off land: The Corporation may, inter alia,
lease, buy, sell, exchange, rent out or otherwise dispose off any land
vested in a manner approved by the Board that is not inconsistent
with this Act.

26. Land comprising Zulfiqarabad: Upon the passing of this

Act, notwithstanding any law in force or any Order of any
Authority or Court and without the completion of any further
formalities or payments of cesses, duties, fees, taxes or any
payment or consideration of any form to finalize the process, all
land mentioned in Schedule A whether held by the Government
or by the Authority shall vest in the Corporation and this tract of
land shall form the territorial limits of the city of Zulfiqarabad.

26. Law and Order Assistance: That the Government and all
departments and officer involved shall be under a joint and
several positive duty to provide effective and efficacious police
 and other law and order assistance in times of need whenever
called upon to do so through a Resolution of the Board.

27. Building, Planning & Zoning: That notwithstanding any

law for the time-being in force or anything contained within this
Act, the Board shall have the authority to issue Building,
Environment, Planning, Safety, Zoning and other such
Regulations for the city of Zulfiqarabad and such Regulations
shall supersede any other law on the subjects insofar as they
conflict.

28. Tax exemption of the Corporation:- The Corporation

shall not be liable to pay any taxes, cesses, fees, levies, duties or
charges raised by the Government. This exemption shall cease to
exist upon the same date the Government ceases to hold at least
51% shares in the Corporation.

29. Repeal of the Zulfikarabad Development Authority Act,

2010. (1) The Zulfikarabad Development Authority Act, 2010
shall stand repealed and the Authority shall be dissolved upon
the passing of this Act.

(2) Notwithstanding the repeal of the Zulfikarabad

Development Authority Act, 2010, all orders made, legal
instruments executed, decisions and proceedings taken,
appointments made, acts done by any authority or any
person, which were made, taken or done, or purported
to have been made, taken or done there under, between
twenty third day of November, 2010 and the passing of this
 Act shall continue to remain in force, until altered, repealed
or amended by the Board.

32.Removal of difficulty:- If any difficulty arises in giving

effect to the provisions of this Act, the Chief Minister may,
by notification in the official gazette, make such provisions
as appear to be necessary or expedient for removing the
difficulties

33. Overriding Effect.— (1) The provisions of this Act, Rules and any
regulations shall have effect notwithstanding anything contained in any Act or
any other law containing a provision inconsistent with this Act.
(2) The Board may adopt any of the Procurement Rules specified in Schedule B
of this Act to govern all procurements made by the Corporation and upon such
selection the excluded procurement laws shall not apply to the Corporation.

34. Functions and Powers of the Corporation. (1) Subject to the

provisions of this Act, the Corporation may perform such functions
and exercise such powers as may be necessary for carrying out the
purposes of this Act.
(2) Without prejudice to the generality of powers conferred by sub-
section (1), the
Authority may –
a) acquire any land for Zulfiqarabad;
b) undertake any work in the Zulfiqarabad in pursuance of any
scheme prepared by the Board
c) incur or cause to be incurred any expenditure;
d) procure plant, machinery, instrument and material required for
its use;
e) enter into and perform all such contracts as it may consider
necessary with specific or general approval of the Board
f) perform building control functions;
g) cause studies, surveys, experiments and technical researches to
be made or contribute towards the cost of any such studies,
surveys, experiments or technical researches
made by any other agency at the request of the Corporation;
h) issue interim orders for development of areas for which a
master-plan is under preparation and restrict or prohibit by general
or special order any change in the use
of land and alteration in buildings, structures and installations in
Zulfiqarabad;
i) cause removal of any work, in accordance with the laws in force
for the time being, obstructing the execution of its schemes;
j) seek and obtain advice and assistance for the preparation of any
scheme or for the execution of any scheme from any local body or
agency and such local body or agency shall give the advice and
assistance sought by the Authority to the best of its ability,
knowledge and judgment, and the additional expenditure, if any,
involved in giving such advice or assistance shall be borne by the
Authority;
k) perform municipal functions
l) allot, dispose off or sell land
34. Transfer of Functions to the Corporation.- Notwithstanding
any other law for the time being in force any function and power
assigned to the Corporation under the Act shall stand
transferred to the Corporation in respect of Zulfiqarabad from the
agency which was previously responsible for such functions and
was vested with such powers.

35 . Master plan and master programme. The Corporation shall

prepare or cause to be prepared a master-plan and a phased master-
programme for the development of Zulfiqarabad
City.

36 Preparation of schemes by a local council, an agency or a

private party. (1) The
Authority may if it considers expedient, pursuant to master plan
and the master programme, call upon any local council, agency or
private party in Zulfiqarabad to prepare, in consultation with the
Corporation, a scheme or schemes in respect of matters ordinarily
dealt with by them and thereupon they shall be responsible for the
preparation of scheme.
(2) Such schemes, may relate to -
a) land use, zoning and land reservation;
b) public building;
c) industry;
d) transportation and communications; highways, roads, streets,
railways,
aerodromes;
e) tele-communications, including wireless, television, radio,
telephone;
f) utilization of water, power and other natural resources;
g) community planning, housing, slum clearance, amelioration;
h) community facilities including water supply, sewerage,
drainage, sewage
disposal, electricity supply, gas supply and other public utilities;
i) preservation of objects or places of historical or scientific
interest or natural
beauty.
(3) The Board may by issuance of a Regulation to be notified in
the official gazette, add to, alter or amend the list
of subjects given in sub-section (2), and any such addition
alteration or modification shall take effect as if it had been enacted
in this Act.