|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
FIRST
SCHEDULE REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES PRELIMINARY 1. (1) In these regulations:- (a) "section" means section of the Ordinance; (b) "the Ordinance" means the Companies Ordinance, 1984; and (c) "the seal" in relation to a company, means the common seal of the company. (2) Unless the context otherwise requires, words or expressions contained in these regulations shall have the same meaning as in the Ordinance; and words importing the singular shall include the plural, and vice versa, and words importing the masculine gender shall include females, and words importing persons shall include bodies corporate. BUSINESS 2. The directors shall have regard to the restrictions on the commencement of business imposed by Section 146, if and so far as, those restrictions are binding upon the company. SHARES 3. No shares shall be offered to the public for subscription except upon the term that the amount payable on application shall be the full amount of the nominal amount of the share.
4. The directors, shall, as regards any allotment of shares, duly comply with such of the provisions of Sections 68 to 73, as may be applicable thereto. 5. Every person whose name is entered as a member in the register of members shall, without payment, be entitled to receive, within two months after allotment or within forty-five days of the application for registration of transfer, a certificate under the seal specifying the share or shares held by him and the amount paid up thereon: Provided that, in respect of a share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, any delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. 6. It a share certificate is defaced, lost or destroyed, it may renewed on payment of such fee, if any, not exceeding one rupee, and on such terms, if any, as to evidence and indemnity and payment of expenses incurred by the company in investigating title as the directors think fit. 7. Except to the extent and in the manner allowed by Section 95, no part of the funds of the company shall be employed in the purchase of, or in loans upon the security of, the company's shares. TRANSFER AND TRANSMISSION OF SHARES 8. The instrument of transfer of any share in the company shall be executed both by the transferor and transferee, and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the register of members in respect thereof. 9. Shares in the company shall be transferred in the following form, or in any usual or common form which the directors shall approve: I........of.........in consideration of the sum of rupees.......paid to me by..........of........(hereinafter called "the transferee"), do hereby transfer to the said transferee..........the share (or shares) numbered...............to..........inclusive, in the............ limited, to hold unto the said transferee, his executors, administrator and assigns, subject to the several conditions on which I held the same at the time of the execution hereof, and I, the said transferee, do hereby agree to take the said share (or shares) subject to the conditions aforesaid. As witness our hands this............ day of.............. Witness
........................ Witness
Signature............... Signature.................
Full Name, Father's/Husband's Name 10. The directors shall not refuse to transfer any fully paid shares unless the transfer deed is defective or invalid. The directors may also suspend the registration of transfers during the ten days immediately preceding a general meeting or prior to the determination of entitlement or rights of the shareholders by giving seven days previous notice in the manner provided in the Ordinance. The directors may decline to recognise any instrument of transfer unless:- (a) a free not exceeding two rupees as may be determined by the directors is paid to the company in respect thereof; and (b) the duly stamps instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer. If the directors refuse to register a transfer of shares, they shall within one month after the date on which the transfer deed was lodged with the company send to the transferee and the transferor notice of the refusal indicating the defect or invalidity to the transferee who shall, after removal of such defect or invalidity be entitled to re-lodge the transfer deed with the company. TRANSMISSION OF SHARES 11. The executors, administrators, heirs, or nominees, as the case may be, of a deceased sole holder of a share shall be the only person recognised by the company as having any title to the share. In the case of a share registered in the names of two or more holders, the survivors or survivor, or the executors or administrators of the deceased survivor, shall be the only persons recognised by the company as having any title to the share. 12. Any person becoming entitled to a share in consequence of the death or insolvency of a member shall, upon such evidence being produced as may from time to time be required by the directors, have the right, either to be registered as a member in respect of the share or, instead of being registered himself, to make such transfer of the share as the deceased or insolvent person could have made; but the directors shall, in either case have the same right to decline or suspend registration as they have had in the case of a transfer of the share by the deceased or insolvent person before the death or insolvency. 13. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company. ALTERATION OF CAPITAL 14. The company may from time to time, by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribed. 15. Subject to the provisions of the Ordinance, all new shares, before issue be offered to such persons as at the date of the offer are entitled to receive notices from the company of general meetings in proportion, as nearly as the circumstances admit, to the amount of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be decline, and after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that the declines to accept the shares offered, the directors may dispose of the same in such manner as they think most beneficial to the company. The directors may likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by person entitled to an offer of new shares) cannot, in the opinion of the directors, be conveniently offered under this regulation. 16. The new shares shall be subject to the same provisions with reference to transfer, transmission and otherwise as the shares in the original share capital. 17. The company may, by ordinary resolution,:- (a) consolidate and divide its share capital into shares of larger amount than its existing shares; (b) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum of association, subject, nevertheless, to the provisions of clause (d) of sub-section (1) of section 92; (c) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person. 18. The company may, be special resolution, reduce its share capital in any manner and with, and subject, to any incident authorised and consent required, by law.
GENERAL MEETINGS 19. The statutory general meeting of the company shall be held within the period required by section 157. 20. A general meeting, to be called annual meeting, shall be held, in accordance with the provisions of section 158, within eighteen months from the date of incorporation of the company and thereafter once at least in every year within a period of six months following the close of its financial year and not more than fifteen months after the holding of its last preceding annual general meeting as may be determined by the directors. 21. All general meetings of a company other than the statutory meeting or an annual general meeting mentioned in sections 157 and 158 respectively shall be called extraordinary general meetings. 22. The
directors may, whenever they think fit, call an extraordinary general
meeting, and extraordinary general meetings shall also be called on
such requisition, or in default, may be called by such requisitionists,
as is provided by section 159. If at any time there are not within
Pakistan sufficient number of directors capable of acting to form
a quorum, any director of the company may call an extraordinary general
meeting in the same manner as nearly as possible as that in which
meeting may be called by the directors. 23. Twenty-one days notice at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, the day and the hour of meeting and, in case of special business, the general nature of that business, shall be given in manner provided by the Ordinance for the general meeting, to such persons as are, under the Ordinance or the regulations of the company, entitled to receive such notices from the company; but the accidental omission to give notice to, or the non-receipt of notice by, any member shall not invalidate the proceedings at any general meeting. 24. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting with the exception of declaring a dividend, the consideration of the accounts, balance-sheet and the reports of the directors, and auditors, the election of directors, the appointment of, and the fixing of the remuneration of, the auditors. 25. No business shall be transacted at any general meeting unless a quorum of members is present at that time when the meeting proceeds to business; save as herein otherwise provided, members having twenty-five per cent of the voting power present in person or through proxy; and (a) in the case of private company, two members personally present; and (b) in case of a public company, three members personally present; shall be a quorum. 26. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if called upon the requisition of members, shall be dissolved; in any other case, it shall stand adjourned to the same day in the next week at the same time and place, and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present, being not less than two, shall be a quorum. 27. The chairman of the board of directors, if any, shall preside as chairman at every general meeting of the company, but if there is no such chairman, or is at any meeting he is not present within fifteen minutes after the time appointed for the meeting, or is unwilling to act as chairman, any one of the directors present may be elected to be chairman, and if none of the directors is present, or willing to act as chairman, the members present shall choose one of their number to be chairman. 28. The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting. 29. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded. Unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the company shall, be conclusive evidence of the fact, without proof of the number of proportion of the votes recorded in favour of, or against, that resolution. 30. A poll be demanded only in accordance with the provisions of section 167. 31. If a poll is duly demanded, it shall be taken in accordance with the manner laid down in section 168 and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 32. A poll demanded on the election of chairman or on a question of adjournment shall be taken at once. 33. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall have an exercise as second or casting vote. VOTES OF MEMBERS 34. Subject to any rights or restriction for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have one vote except for election of directors in which case the provisions of section 178 shall apply. On a poll every member shall have voting rights as laid down in section 160. 35. In case of joint-holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint-holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members. 36. A member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. 37. On a poll votes may be given either personally or by proxy: Provided that no body corporate shall vote by proxy as long as a resolution of its directors in accordance with the provisions of section 162 is in force. 38. (1) The instrument appointing a proxy shall be writing under the hand of the appointer or of his attorney duly authorised in writing. A proxy must be a member. (2) The instrument appointing a proxy and the power-of-attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, shall be deposited at the registered office of the company not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. 39. An
instrument appointing a proxy may be in the following form, or a form
as near thereto as may be: 40. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the company at the office before the commencement of the meeting or adjourned meeting at which the proxy is used. DIRECTORS 41. The number of the directors and the names of the first directors shall be determined in writing by a majority of the subscribers of the memorandum of association, so, however, that such number shall not in any case be less than that specified in section 174. 42. The remuneration of the directors shall from time to time be determined by the company in general meeting subject to the provisions of the Ordinance. 43. Save as provided in section 187, no person shall be appointed as a director unless he is a member of the company. POWERS AND DUTIES OR DIRECTORS 44. The business of the company shall be managed by the directors, who may pay all expenses incurred in promoting and registering the company, and may exercise all such powers of the company as are not be the Ordinance or any statutory modification thereof for the time being in force, or by these regulations, required to be exercised by the company in general meeting, subject nevertheless to the provisions of the Ordinance or to any of these regulations, and such regulations being not inconsistent with the aforesaid provisions, as may be prescribed by the company in general meeting but no regulation made by the company in general meeting shall invalidate and prior act of the directors which would have been valid if that regulation had not been made. 45. The directors shall appoint a chief executive in accordance with the provisions of sections 198 and 199. 46. The amount for the time being remaining undischarged of moneys borrowed or raised by the directors for the purposes of the company (otherwise than by the issue of share capital) shall not at any time, without the sanction of the company in general meeting, exceed the issued share capital of the company. 47. The directors shall duly comply with the provisions of the Ordinance, or any statutory modification thereof for the time being in force, and in particular with the provisions in regard to the registration of the particulars of mortgages and charges affecting the property of the company or created by it, to the keeping of a register of the directors, and to the sending to the registrar of an annual list of members, and a summary of particulars relating thereto and notice of any consolidation or increase of share capital, or sub-division of shares, and copies of special resolution and a copy of the register of directors and notifications of any changes therein. 48. The directors shall cause minutes to be made in books provided for the purpose:- (a) of all appointments of officers made by the directors; (b) of the names of the directors present at each meeting of the directors and of any committee of the directors; (c) of all resolutions and proceedings at all meetings of the company and of the directors and committees of directors; and every director present at any meeting of directors of committee of directors shall sign his name in a book to be kept for that purpose. THE SEAL 49. The directors shall provide for the safe custody of the seal and the seal shall not be affixed to any instrument except by the authority of a resolution of the board of directors or by a committee of directors authorised in that behalf by the directors and in the presence of at least two directors and of the secretary or such other person as the directors may appoint for the purpose; and those two directors and secretary or other person and secretary as aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence. DISQUALIFICATION OF DIRECTORS 50. No person become the director of a company if he suffer from any of the disabilities or disqualifications mentioned in section 187 and, if already a director, shall cease to hold such office from the date he so becomes disqualified or disabled: Provided, however, that no director shall vacate his office by reason only of his being a member of any company which has entered into contracts with, or done any work for the company of which he is director, but such director shall not vote in respect of any such contract or work, and if he does so vote, his vote shall not be counted. PROCEEDINGS OF DIRECTORS 51. The directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman shall have and exercise a second or casting vote. A director may, and the secretary on the requisition of a director shall, at any time, summon a meeting of directors. It shall not be necessary to give notice of a meeting of directors to any director for the time being absent from Pakistan. 52. The directors may elect a chairman of their meetings and determine the period for which he is to hold office; but, if no such chairman is elected, or if at any meeting the chairman is not present within ten minutes after the time appointed for holding the same or it unwilling to act as chairman, the directors present may choose one of their number to be chairman of the meeting. 53. The directors may delegate any of their powers not required to be exercised in their meeting to committees consisting of such members of their body as they think fit; any committee so formed shall, in the exercise of the powers so delegated, conform to any restrictions that may be imposed on them by the directors. 54. (1) A committee may elect a chairman of its meetings; but, if no such chairman is elected, or if at any meeting the chairman is not present within ten minutes after the time appointed for holding the same or is unwilling to act as chairman, the members present may choose one of their number to be chairman of the meeting. (2) A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present. In case of an equality of votes, the chairman shall have and exercise a second or casting vote. 55. All acts done by any meeting of the directors or of a committee of directors, or by any person acting as a director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a director. 56. A resolution in writing signed by all the directors for the time being entitled to receive notice of a meeting of a directors shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held. FILLING OF VACANCIES 57. At the first annual general meeting of the company, all the directors shall stand retired from office, and directors shall be elected in their place in accordance with section 178 for a term of three years. 58. A retiring director shall be eligible for re-election. 59. The director shall comply with the provisions of sections 174 to 178 and sections 180 and 184 relating to the election of directors and matters ancillary thereto. 60. Subject to the provisions of the Ordinance, the company may from time to time in annual general meeting increase or decrease the number of directors. 61. Any casual vacancy occurring on the board of directors may be filled up by the directors, but the person so chosen shall be subject to retirement at the same time as if he had become a director on the day on which the director in those place he is chosen was last elected as director. 62. The company may remove a director but only in accordance with the provisions of the Ordinance. DIVIDENDS AND RESERVE 63. The company in general meeting may declare dividends but no dividend shall exceed the amount recommended by the directors. 64. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the company. 65. No dividend shall be paid otherwise than out of profits of the year or any other undistributed profits. 66. Subject to the rights of persons (if any) entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid on the shares, but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share. 67. (1) The directors may, before recommending any dividend, set aside out of the profits of the company such sums as they think proper as a reserve or reserves which shall, at the discretion of the directors, be applicable for meeting contingencies, or for equalizing dividends, or for any other purpose to which the profits of the company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of company or be invested in such investments (other than shares of the company) as the directors may, subject to the provisions of the Ordinance, from time to time, think fit. (2) The directors may carry forward any profits which they may think prudent not to distribute, without setting them aside as a reserve. 68. If several persons are registered as joint-holders of any share, any one of them may give effectual receipt for any dividend payable on the share. 69. Notice of any dividend that may have been declared shall be given in manner hereinafter to the persons entitled to share therein but, in the case of a public company, the company may give such notice by advertisement in a newspaper circulating in the Province in which the registered office of the company is situate. 70. The dividend shall be paid within the period laid down in the Ordinance. ACCOUNTS 71. The directors shall cause to be kept proper books of account as required under section 230. 72. The books of accounts shall be kept at the registered office of the company or at such other place as the directors shall think fit and shall be open to inspection by the directors during business hours. 73. The directors shall from time to time determine whether and to what extend and at what time and places and under what conditions or regulations the accounts and books or papers of the company or any of them shall be open to the inspection of members not being directors and no member (not being a director) shall have any right of inspecting any account and book of papers of the company except as conferred by law or authorised by the directors or by the company in general meeting. 74. The directors shall as required by sections 233 and 236 cause to be prepared and to be laid before the company in general meeting such profit and loss accounts or income and expenditure accounts and balance-sheet duly audited and reports as are referred to in those sections. 75. A balance-sheet, profit and loss account, income and expenditure account and other reports referred to in Regulation 74 shall be made out in every year and laid before the company in the annual general meeting made up to a date no more than six months before such meeting. The balance-sheet and profit and loss account or income and expenditure account shall be accompanied by a report of the auditors of the company and the report of directors. 76. A copy of the balance-sheet and profit and loss account or income and expenditure account and reports of directors and auditors shall, at least twenty-one days preceding the meeting be sent to the persons entitled to receive notice of general meetings in the manner in which notices are to be given hereunder. 77. The directors shall in all respects comply with the provisions of sections 230 to 236. 78. Auditors shall be appointed and their duties regulated in accordance with sections 252 to 255. NOTICES 79. (1) A notice may be given by the company to any member either personally or by sending it by post to him to his registered address or (if he has no registered address in Pakistan) to the address, if any, within Pakistan supplied by him to the company for the giving of notices to him. (2) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and, unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post. 80. If a member has no registered address in Pakistan, and has not supplied to the company an address within Pakistan for the giving of notices to him, a notice addressed to him or to the shareholders generally and advertised in a newspaper circulating in the neighbourhood of the registered office of the company shall be deemed to be duly given to him on the day on which the advertisement appears. 81. A notice may be given by the company to the joint-holders of a share by giving the notice to the joint-holder named first in the register in respect of the share. 82. A notice may be given by the company to the persons entitled to a share in consequence of the death or insolvency of a member by sending it through the post in a prepaid letter addressed to them by name, or by the title or representatives of the deceased, or assignee of the insolvent or by any like description, at the address (if any) in Pakistan supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or insolvency had not occurred. 83. Notice of every general meeting shall be given in some manner hereinbefore authorised to (a) every member of the company those members who, having no registered address within Pakistan, have not supplied to the company an address within Pakistan for the giving of notices to them, and also to (b) every person entitled to a share in consequence of the death or insolvency of a member, who but for his death or insolvency would be entitled to receiver notice of the meeting, and (c) to the auditors of the company for the time being. WINDING UP 84. (1) If the company is wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Ordinance, divide amongst the members, in specie or kind, the whole or any part of the assets of the company, whether they consist of property of the same kind or not. (2) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. (3) The liquidator may, with like sanction, vest he whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, thinks fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability. INDEMNITY 85. Every officer of agent for the time being of the company may be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, arising out of his dealings in relation to the affairs of the company, except those brought by the company against him, in which judgment is given in his favour or in which he is acquitted, or in connection with any application under section 488 in which relief is granted to him by the Court.
TABLE
B 1. The name of the company is "The Indus Valley Transporters Limited" 2. The registered office of the company will be situated in the Province of Sindh. 3. The objects for which the company is established are the conveyance of passengers and goods by land between such places in Pakistan as the company may from time to time determine, and the doing of all such other things as are incidental or conductive to the attainment of the above objects. 4. The liability of the members is limited. 5. The share capital of the company is twenty thousand rupees, divided into two thousand shares of ten rupees each. We, the
several persons whose names and addresses are subscribed, are desirous
of being formed into a company, in pursuance of the memorandum of
association, and we respectively agree to take the number of shares
in the capital of the company set opposite our respective names.
Dated the.............day of..........................19..............Witness to above signatures. ......................... TABLE C (See Section 29) MEMORANDUM
AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY 1. The name of the company is "The Mutual Medical Relief Association (Guarantee) Limited." 2. The registered office of the company will be situated in the Province of Balochistan. 3. The objects for which the company is established are to found, build, administer and run, hospitals, clinics, dispensaries, centres and places of medical aid and relief anywhere in Pakistan and to do all such other things as are incidental or conductive to the attainment of these objects. 4. The liability of the members of limited. 5. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before he cause to be a member, and the costs charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding not exceeding one thousand rupees. We, the
several persons who names and addresses and subscribes, are desirous
of being formed into a company, in pursuance of this memorandum of
association.
Dated the......................................day of..........................19................... Witness to above signatures (Full
Name, Father's/Husband's Name) ARTICLES
OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT INTERPRETATION 1. In these articles:- (a) "the Ordinance" means the Companies Ordinance, 1984; (b) "the seal" means the common seal of the company. Unless
the context otherwise requires, words or expressions contained in
these articles shall bear the same meaning as in the Ordinance or
any statutory modification thereof in force at the date at which these
regulations become binding on the company. 2. The number of members with which the company propose to be registered is 200, but the directors may, from time to time, whenever the company or the business of the company requires it, register an increase of members. 3. The
subscribers to the memorandum and such other persons as the directors
shall admit to membership shall be members of the company. 4. A general meeting, to be called annual general meeting, shall be held within eighteen months from the date of incorporation of the company and thereafter once at least in every year within a period of six months following the close of its financial year and not more than fifteen months after the holding of its last preceding annual general meeting as may be determined by the directors. 5. The general meetings other than annual general meetings shall be extra-ordinary general meetings. 6. The
directors may, whenever they think fit, call an extra-ordinary general
meeting. 7. All business shall be deemed special that is transacted at an extra-ordinary general meeting, and also all that is transacted at an annual meeting with the exception of declaring a dividend, the consideration of accounts, balance-sheet and the reports of the directors, and Auditors, the election of directors and other officers and the fixing of remuneration of the auditors. 8. (1) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. (2) Save as herein otherwise provided, three members present in person who represent not less than twenty-five per cent of the total voting power in person or through proxy, shall be a quorum. 9. (1) If within half-an-hour from the time appointed for a meeting a quorum is not present, the meeting, if called upon the requisition of members, shall be dissolved. (2) In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and such other time and place as the directors may determine. (3) If at the adjourned meeting a quorum is not present within half-an-hour from the time appointed for the meeting the members present shall be a quorum. 10. (1) The Chairman, if any, of the board of directors shall preside as chairman at every general meeting of the company. (2) If there is no such chairman, or if he is not present within fifteen minutes after the time appointed for the meeting or is unwilling to act as chairman of the meeting, the directors present shall choose one of their number to be chairman of the meeting. (3) If any meeting no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for the meeting, the members present shall choose one of their number to be the chairman of the meeting. 11. (1) The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place. (2) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. (3) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. (4) Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 12. Unless a poll is demanded by at least five members present in person or by proxy or by any member or members representing not less than ten per cent of the total voting power in person or through proxy, a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minutes of proceedings shall be conclusive evidence of the fact without proof of the number of votes recorded in favour of or against the resolution. 13. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall have and exercise a second or casting vote. 4. Any
business other than that upon which a poll has been demanded may be
proceeded with, pending the taking of the poll. 15. Every member shall have one vote. 16. A member of unsound mind, or in respect of whom and order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may on a poll vote by proxy. 17. No member shall be entitled to vote at any general meeting unless all moneys presently payable by him to the company have been paid. 18. On a poll, votes may be given either personally or by proxy. 19. (1) No objection shall be raised to the qualification of any voter except at a meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. (2) Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive. 20. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed: Provided that no intimation in writing of such death, insanity or revocation shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used. 21. An instrument appointing a proxy shall be in writing and shall be deposited at the office of the company or the place of meeting at least forty-eight hours before the meeting at which it is to be used. 22. The
number of the first directors and the names of the first directors
shall be determined in writing by the subscribers of the memorandum
of association, so, however, that such number shall not in any case
be less than that specified in section 174. 23. The business of the company shall be managed by the directors, who may exercise all such powers of the company as are not by the Ordinance required to be exercised by the company in general meeting. PROCEEDINGS OF DIRECTORS 24. (1) The directors may meet for the despatch of business, adjourn and otherwise regulate their meetings, as they think fit. (2) A director may, and the chief executive or secretary on the requisition of a director shall, at any time, summon a meeting of the directors. 25. (1) Save as otherwise expressly provided in the Ordinance questions arising at any meeting of the directors shall be decided by a majority of votes. (2) In case of equality of votes the chairman shall have and exercise a second or casting vote. 26. The continuing directors may act notwithstanding any vacancy but, if and so long as their number is reduced below the minimum fixed by the Ordinance, the continuing directors or director may act for the purpose of increasing the number of directors to that minimum or for summoning a general meeting of the company, but for no other purpose. 27. (1) The directors may elect a chairman and determine the period for which he is to hold office within the limits prescribed by the Ordinance. (2) If no such chairman is elected, or if at any meeting the chairman is not present within ten minutes after the time appointed for the meeting or is unwilling to act as chairman, the directors present may choose one of their number to be chairman of the meeting. 28. All acts done by any meeting of the directors or by any person acting as director, shall, notwithstanding that it may afterwards be discovered that there was some defect in the appointment of any such director or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director. 29. A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held. CHIEF EXECUTIVE 30. Subject to the provisions of the Ordinance, a chief executive shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit. THE SEAL 31. The
director shall provide for the safe custody of the seal, which shall
be used by authority of directors and every instrument to which the
seal shall be affixed shall be signed by a director.
Dated the.......................................day of..........................19......... Witness to above Signature. ......................... TABLE D [See Section 29] MEMORANDUM
AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY 1. The name of the company is "Salt Range Hotel Company Limited". 2. The registered office of the company will be situated in the Province of the Punjab. 3. The objects for which the company is established are the facilitating of travelling in the salt range of the Punjab and the North-West Frontier Province by providing hotels for the accommodation of travellers and the doing of such other things as are incidental or conducive to the attainment of those objects. 4. The liability of the members is limited. 5. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and the costs, charges and expenses of winding up the same and for the adjustment of the rights of the contributories among themselves, such amount as may be required, and exceeding one thousand rupees. 6. The share capital of the company shall consist of twenty thousand rupees, divided into two thousand shares of ten rupees each. We, the
several persons whose names and addresses are subscribed, are desirous
of being formed into a company, in pursuance of this memorandum of
association, and we respectively agree to take the number of shares
in the capital of the company set opposite respective names.
Dated the...........................day of..........................19................ Witness to above signature. ......................... 1. The number of members with which the company proposes to be registered is 100, but the directors may from time to time register an increase of members. 2. All the regulations
in Table A in the First Schedule to the Ordinance shall be deemed
to be incorporated with these articles and shall apply to the company.
Dated the...........................day of..........................19................ Witness to above signature. ......................... TABLE E (See Section 29) MEMORANDUM
AND ARTICLES OF ASSOCIATION OF AN UNLIMITED 1. The name of the company "Khyber Fruit Products Company." 2. The registered of the company will be situated in the North-West Frontier Province. 3. The objects for which the company is established are the preservation, canning and marketing of fruit anywhere in Pakistan and the doing of all such things as are incidental or conductive to the attainment of those objects. We, the
several persons whose names and address are subscribed, are desirous
of being formed into a company in pursuance of this memorandum of
association, and we respectively agree to take the number of shares
in the capital of the company set opposite our respective names.
Dated the...........................day of..........................19..................... Witness to above signature. ......................... TABLE F [See Sections 2 and 120] REGULATIONS
FOR ISSUE AND SUBSCRIPTION OF TERM CAPITAL AND [Omitted by the Banking & Financial Services (Amendment of Laws) Ordinance, LVII of 1984.] |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
