Final Memorandum & Articles of Association

 final memorandum

THE COMPANIES ORDINANCE, 1984.
(COMPANY LIMITED BY SHARES)
Memorandum of Association of Jamco (Private) Limited

 

I. The name of the Company is JAMCO (PRIVATE) LIMITED.

II. The Registered Office of the Company will be situated in the Province of the Punjab.

III. The Objectives for which the Company is established are:-

1. To carry on the business of contractors for Buildings, Bridges, Roads, Dams, Airfields, Tunnels, Canals, Water Supply Works, Subway, Sewage Works, Electrical Works, Transmission Lines, Air-conditioning, Water Proofing, Earth Work and other Construction Works of similar nature.

2. To survey, design, report, construct or supervise the construction of any Project connected with Airports, Buildings, Railroads, Highways, Bridges, Harbours, Ports, Dams, Water Supply, Sewage Works, River Development Projects, Turn Key Projects, and other Construction Works of similar nature.

3. To carry on the business of agents, indentures stockists, suppliers, importers, exporters, distributors and dealers for the product of the manufactures of other principals, local or foreign.

4. To carry on the business and practice of Architects, Professional Engineers, Consulting Engineers, (Mechanical, Electrical, Civil, Structural, Sanitary, Water Supply, Waste Water Management, Pollution Control, Hydraulic etc), Town Planners, Surveyors and allied Sciences.

5. To carry on the business of construction of shopping centers, houses and flats with electricity, water and gas facilities for the purpose of sale on installments or hire purchase basis or otherwise on the lands acquired by purchase, lease or otherwise from the Government, Local Authorities or Individuals and to establish and form Housing Societies in this connection etc.

6. To carry on the business of manufacture, import, export, sale, purchase of and deal in all kinds of electronic equipment’s, computers, calculators, analyzers, electrical goods, electric motors, switches, light, generators, stabilizers, wires, regulators, bulbs, tubes etc.

7. To carry on the business of manufacture, import, export, sale, purchase of and deal in all kinds of Pharmaceutical and Health Care Products and also to supply all these items to Government and private hospitals on contract basis.

8. To carry on the business of manufacturers of and dealers in all kinds of bricks, tiles pipes, pottery and other similar works.

9. To manufacture, purchase, sale, import, and export of, and to take on and let out on hire all kinds of machinery (light and heavy), tools, furniture and material of all sorts used in the construction work and to maintain, establish and run a workshop for the purposes.

10. To carry on all or any of the business of, manufacturers of and dealers and workers in cement, lime, plasters, fibre glass, whitening, clay, gravel materials, earth, coke, fine and artificial stone, marble chips, marble tiles and boulders requisites and convenience of all kinds and ship, barge, general contractors and carriers.

11. To carry on the trade or business of engineers, founders, smiths, mechanics and electrical, electronics and mechanical engineers and to carry on the business of Printers, Stationers, Instant printers etc.

12. To carry on the business of manufacturers, import, export, purchase and sale of water proofing compounds, all kinds of paints, chemicals, caustic soda, polymeric and all kinds of other materials used for interior and exterior decoration of buildings and for its maintenance.

13. To establish a Cold Storage and Ice Factory equipped with plant and machinery to manufacture, sell, export, and deal in and supply of ice and preservation of all kinds of fruits, vegetables, fish, meat and other products, by-products thereof, ice products and to carry out all kinds of refrigeration work.

14. To install Steel Re-rolling Mill and Steel Foundry to manufacture, sell and deal in G. I. Pipes, G. I. Sheets, C. I. Pipes, C. I. Sheets, and all kinds of Steel bars, Angles, Joists, Flats, Hardware’s, Tools Equipments etc.

15. To carry on the business of manufacturers, importers, exporters, and dealers in all kinds of goods, commodities, merchandise, machinery, installations, raw materials, manufactured and semi-manufactured goods and parts of all kinds of machines, vehicles, auto-cycles, ships equipments etc.

16. To borrow or raise money in such manner as the Company shall think fit and in particular by issue of debentures (perpetual or otherwise) and to receive the payment of any money borrowed, raised, or owing by mortgage, lien upon the whole or part of the Company’s property assets (whether present or future), and also by a simple mortgage, charge or to secure and guarantee the performance by the Company of any obligation or liability it may undertake.

17. To invest and deal with the moneys of the Company in any investments movable (including stocks and shares) or immovable in such manner as from time to time seem expedient and be determined.

18. To enter into working arrangements of all kinds with other companies, corporations, firms, or persons and also to make and carry into effect arrangements with respect to union or amalgamation, either in whole or in part or any other arrangement with other companies, corporations, firm or firms.

19. To promote and form other companies for all or any of the objects mentioned in the Memorandum or and extension thereof and transfer to any such Company all or any of the property of this Company and to undertake or otherwise, acquire and hold shares, debentures or other securities of any such Company and to subsidies or other wise assist any such Company.

20. To obtain all powers and authorities necessary to carry out or execute any of the above objects and to apply for and obtain any orders, certificates, permissions, licenses, grants, entitlements for any purpose within the objects of the Company.

21. To install marble and chips factory, stone crusher’s etc and to manufacture, buy, sell, import and export of all kinds of marble stone etc.

22. To carry on the business of manufacturing, buying, selling, hiring or deal in all types of building materials including P.R.C.C and R.C.C pipes and to also undertake all kinds of fabrication works.

23. To purchase, lease or otherwise acquire lands and to carry on agriculture, horticulture, poultry farming, cattle rising, dairy farming, setting up industries based on or on connected with these activities and to acquire agricultural and other machinery for the purpose of carrying on its own business or for hiring.

24. To do the business of sheep breeders and to act as purchasers, sellers, importers, exporters and dealers of sheep, goats and other such animals, and to deal in their wool, hair, flesh, skins, bones and to do all other kinds of business related to it

25. To take lease, hire, purchase or otherwise own any lands, farms, gardens and to own, establish and run Agroviles, farms, gardens and storage facilities for products of agriculture and gardens etc, and to build, own and run cold storage and ice factories, etc.

26. To engage in International Trading and general contracting including import/export, sell, supply, erect and maintain the:-
(a) Plant and machinery of all types, Defence equipment’s and material or any complete product;
(b) Chemical and scientific industries/equipment’s including research work of any kind in any part of the world;
(c) Laboratory, hospital and hotel/motel requirements of all kind including medicines;
(d) Mobile workshop machinery specially for road and railways etc;
(e) Instruments, tools and gauges of all kinds;
(f) Gases, petroleum etc and refinery/plastic industry;
(g) Refrigeration and air conditioning plant and machinery;
(h) Whole plant or part thereof for treatment of water, sewerage etc;
(i) Representing the manufacturers, suppliers of different products and machinery from all over the world.

27. To provide educational, research, technical or consultancy services to the industries in Pakistan or abroad in the fields of: vibration monitoring; wear debris and oil analysis monitoring; thermal monitoring; industrial plant condition monitoring & instrumentation; trilogy; predictive maintenance; diagnostic engineering; and maintenance management techniques.

28. To carry on business as manufacturers, merchants, exporters, and importers or agents for and dealers in all kinds of merchandise, goods, commodities, materials, and produce or otherwise and to act as agents for manufacturers, merchants, traders and others for the purchase, disposal and sale of all kinds of merchandise, goods, commodities, materials and produce whatsoever and generally to undertake and carry out agency work of any kind in any part of the world.

29. To carry on the business of and manufacture, import, export, buy, and sell glass sheets and all kind of glass articles etc.

30. To carry on business of Textile Mills, Towel Manufacturers, proprietors and textile manufacturers, and to establish, maintain, run and control mills and to do all sorts of business and activities connected with or involved in or found useful for the running of Textile and Towel Industries.

31. To carry on business of woolen mills, proprietors and woolen manufacturers and to establish, maintain and control woolen mills etc.

32. To purchase, construct, acquire, manage, improve, cultivate, lease, under let exchange, sell or otherwise dispose of or deal with all or any part of lands and buildings or other real property of the Company.

33. To carry on the business of Importers and Exporters of all kinds of goods, commodities, machinery and merchandise from and to all countries of the world.

34. To carry on the business of garage proprietors, public and private conveyance proprietors, running motors, omni buses, taxi cabs, tractors, lorries, ships, motor launches, boats, aeroplanes, and motor cars of all kinds and on all such lines both in Pakistan and other neighbouring countries, as the Company may think fit, and transport passengers and goods and generally to carry on the business of common carriers by land, and water by any means whatsoever.

35. To enter into partnership or into any other arrangement for sharing or polling profits, amalgamation, union of interests, co-operation, joint adventure, reciprocal concession or otherwise with any person or firm or Company, Pakistani or foreign, carrying on or engaged in or about to carry on or engage, in any business or transaction which this Company is authorized to carry on or engage in any business undertaking or transaction which may seem capable of being carried on or conducted so as to directly or indirectly to benefit this Company.

36. To amalgamate, associate or collaborate with any firms or Companies Pakistani or foreign, having objects altogether or in part similar to those of this Company.

37. To open any current overdraft, cash credit account of fixed account with any banker, or merchants, including the agents of the Company and to pay money into and draw money from any such account.

38. To advance, deposit or lend with or without security money, securities, assets and property to or with such persons, firms, companies or corporations and on such terms as may seem expedient, to negotiate loans, to discount, buy, sell and deal in bills, notes, warrants, coupons and other negotiable or transferable securities or documents.

39. To advance any sum or sums of money upon or in respect of the purchase of raw materials of any of the articles and things therein before mentioned and any of the articles and things necessary or useful for the purpose of the Company and also to advance money on Railway receipts and other merchandise, investments upon such terms and conditions as the Directors may deem expedient.

40. To draw, accept and make, to endorse, discount, execute, retire, issue and negotiate promissory notes, hundies, bills of exchange, bills of lading and other negotiable or transferable instruments.

41. To create any depreciation fund, reserve fund, sinking fund, insurance fund, or any special or other fund whether for depreciation, or for repairing, improving, extending or maintaining any of the property of the Company or for redemption of debentures or redeemable preference shares or for any other purpose whatsoever conclusive to the interests of the Company.

42. To guarantee the payment of money unsecured or secured by or payable under or in respect of promissory notes, bonds, debentures, debenture-stock, contracts, mortgages, charges, obligations, instruments and securities of any Company or of any authority, supreme, municipal, local or otherwise or of any person whatsoever, whether incorporated for the performance of any contracts or obligations.

43. To develop, build, manage and sell housing estates, satellite towns, office accommodation, hotels and others buildings of all categories.

44. To carry on the business of contractors of all kinds for Government and other bodies, persons and companies and to carry on such contracts and sublet them to other sub-contractors.

45. To buy, sell, manipulate and deal in properties of all kinds, lands, buildings and works as real estate agents for all such properties.

46. To carry on business as agents, selling agents, buying agents, commission agents, indenting agents, canvassers, advertisers, stockists and distributors for any persons, Company’s and companies for all commodities, machinery and manufactured goods including all types of building materials and construction machinery and equipment.

47. To carry on the business of Importers and Exporters of all kind of goods, commodities, machinery and merchandise from and to all countries of the world.

48. To purchase, construct, acquire, manage, improve, cultivate, maintain, lease, underrate, exchange, sell or otherwise dispose of or deal with all or any part of land and buildings or other real property of the Company.

49. To take Government, Military, Railway etc or public contract for the supply of materials, articles and goods of all descriptions, erection of machines, factories or buildings etc, and to give, let, sub-let, any contracts for any work to be done or supplies to be made or received as may be thought fit.

50. To pay the entire preliminary expenses of any kind and incidental to the formation, incorporation and commencement of the business of the Company out of the funds of the Company.

51. To establish, acquire, run, manage and maintain poultry farms, fish farms, including mechanized hatching of poultry and to carry on the business as dealers and processors of poultry, fish, eggs, game and as producers and manufacturers of poultry feed, fish feeds, farm and garden produce and also products and substances of any description derived from the poultry farming, fish farming and poultry feed in any manner whatsoever.

52. To establish, acquire, construct, erect, run, manage, own and maintain factories and plants for the processing, manufacturing and packing of cattle and animal feed and its bye-products, and other allied products and commodities and in connection there with to make arrangements to buy, sell and deal in seeds, oil cakes, gram, wheat straws, grass, molasses wheat bran, rice bran and other allied types of fodder and chemicals as may be though expedient by the Company.

53. To establish, acquire, run, own or maintain cattle breeding and sheep rearing farms and set up factories, plant and machinery’s for the manufacture of cattle and animal feed and allied types of fodder, and to carry on the business of manufacturers, dairy farming, and to carry on the business of manufacturers, processors and dealers in pasteurized milk, butter, gee, cheese and any other milk products including chocolates, sweets, sweet-meats etc.

54. To carry on the business of legal advocacy by forming an associations of different lawyers or with any existing legal firms or with individual lawyers anywhere or all over in Pakistan for commercial and business purposes, as well as for providing free legal aids to the needy and poor peoples irrespective of any nationality, creed and race and also to enter into partnership or into any agreement for sharing profits, union of interest, joint adventures with any legal firm or an associations of lawyers or with an individual lawyers in this context whatsoever and whose soever.

55. To carry on the business of manufacture, import, export, sale, purchase of and deal in all kinds of Boutique and dresses and also to manufacture ready-made garments and to open Boutique Shops and Departmental stores and to establish factory or industry in this connection etc.

56. To carry on the business of hotels, motels, restaurants, coffeehouses, bakeries, cinemas, theaters, furniture manufactures etc and to install and deal in Flour Mills etc.

57. To open and establish show room in foreign countries for trades and display of Exportable Pakistan stuffs, handicrafts, carpets, textile and hosiery items, including other items for such purpose for export including running and managing liaison office of the Company.

58. To acquire on lease mines, of whatsoever minerals, to develop the same mines on modern system of mining, to explore the foreign and local market for the related minerals for demand and consumptions.

59. To enter into an agreement to explore and search of petroleum deposit with the Government in Pakistan with own resources or with the joint collaboration of foreign Companies, company, body or individuals at all levels.

60. To establish a printing press for commercial purposes or publishing daily news-papers in national language or on local basis or in any other, including in foreign languages, to publish magazines, books on science and technology including books for education purposes on royalty basis or otherwise.

61. To establish dealings and trades with foreign companies, or individual with joint collaboration of technical nature including foreign investments in Pakistan and to procure foreign patent rights as law permits.

62. To act as an adviser, technical adviser, industrial adviser, architect, civil consultant, engineering consultant, surveyor of all descriptions for any individual, Company, body, corporate and Government at all range and to render services in all known fields of engineering whatsoever.

63. To carry on the business of installation of all kinds of pipes line (high or low pressure) i.e., Natural or Chemical gas pipe lines, Petroleum pipe lines, Water pipe lines, laying of Sewerage system and any other business which is allied and necessary including their manufacturing.

64. To carry on the business of installing CNG, Petrol and Diesel Pumps anywhere in Pakistan and in any part of the world.

65. To develop industrialized methods of buildings constructions, factories, offices, hospitals, schools, low cost housing and all buildings and structures, and to this end and with a view of saving Pakistan’s valuable foreign exchange, to set up a factory or factories for the mass production of pre-cost concrete units and the production of all kinds of materials, earth fill, stone brick, concrete brick, sand brick, ready-mix concrete, bumper, gravel, lime, steel, supplies and equipments of all kind used or useful in the construction and contracting business.

66. To carry on business of and to act as marketers, merchants, traders, commission agents, agents, businessmen in or in any other capacity in Pakistan or otherwise, and to import, export, sell, exchange, barter, pledge, make advance upon or otherwise deal in all goods articles and merchandise for food, medicine, toilet requisites, wearing apparels, chemicals, provisions, furniture and fixtures, building materials, appliances for electricity, photography, television, and all other articles of human needs, necessities and pleasure.

67. To carry on business of hiring out agricultural machinery including tractors, harvesters, thrashers, combines implements and accessories of such machinery and to open and operate service stations and workshops or otherwise provide facilities for repair and maintenance of agricultural machinery and implements.

68. To deal in motor vehicles of all sorts and to acquire sole or sub-agencies (foreign or inland) for motor cars, trucks, vans, rickshaws, bi-wheelers, auto spares and accessories, petrol, mobile oil, fuel, gas produces plants or any other machinery tool and conveyance and to do business as transporters of goods and passengers, owners of petrol pump and service garages.

69. To receive fixed or other deposits or loans on such terms and conditions as may be thought expedient except doing the business of a Banking Company and Insurance Company.

70. To promote, establish and carry on any manufacturing or processing business in Pakistan including manufacturing of cooking oil and vegetable Ghee and other edible oils.

71. To carry on business of confectioneries, toffee and sweets, breads and buns, to manufacture and produce the same for local and foreign markets.

72. To enter into Goods Transport business including public travelling Coach, Bus, Vans by any way and means.

73. To deal in any lawful manner with real estate business, to purchase and acquire any plot of land, to develop the same with maximum facilities, to construct complex, apartments, bungalows, flats, markets, garage, hospital, hotels, motels and to dispose them in the public hands or with any other terms or upon rental basis.

74. To act as travel agent, to open travel agency with the permission of Government relevant authority, to export manpower on commission basis within the rules enforced in Pakistan for such manpower agent. To obtain approval from AITA for selling air tickets of different air lines exist in Pakistan including National Air Lines (PIA).

75. To act as forwarder on overseas level, to deal with household effects merchandise, commodities and all consignments whatsoever nature, to open branch office outside Pakistan for such trading purposes to acquire trailers, other fast movement transport for the movement of consignments within the country and outside the country, on international route.

76. To take part in international and within the country exhibitions on any topic, trade fare, to display Pakistani commodity and to obtain international business through export.

77. To import any items of heavy machinery and hardware’s for supply to the Government Authority, Military Department including public sectors and to import machinery and components for own use to establish any factory unit specified in these clauses or sub-clauses and otherwise purposes.

78. To establish manufacturing unit to produce soft board, hard boards, veneered boards, door and window panels, frames, wooden cross arms for low tension and high tension electric lines, railway track sleepers, allied wooden structures, office and domestic furniture, wooden handicrafts and structures being used in ship building and railway compartments.

79. To establish a heavy foundry, to manufacture machinery of all class and descriptions whatsoever, or its own or in collaboration with any other Company, firm, body or individual, whether Pakistan or foreign and to act as agent for such Company, firm, body or individual at any capacity.

80. To establish re-rolling mills, to produce iron rods, bullets of iron and other metals and to deals in metal scraps and to import of such craps like old ships, barges and allied metals, including all types of new mild steel sheets, steel sheets and plates, tin sheets and corrugated sheets for trading purposes.

81. To manufacture ready made garments, hosiery, blankets, dory, carpets, woollen stuffs, spinning of woollen and textile threads etc.

82. To produce and manufacture soaps, cosmetics of all descriptions, to produce insecticides spray oil, detergents, and pesticides of agricultural use including fertilizers.

83. To process and manufacture tin food, preserve food, canning, beverage, pirated water for import and for local markets and to acquire plot of land for cultivation of such vegetable and fruits to be processed specified in this clause, to establish glass, glass factory, to produce ample, bottles, jars, glass and allied stuffs including glass sheets, glass wool and by products like silicate being used in soap manufacturing and also to manufacture cutleries and kitchen wares.

84. To establish industry and manufacturing unit to produce building materials like G. I. Pipes of any dimensions, high pressure pipes, concrete blocks hollow and solid both, reinforced concrete cement pipes for water supply and sanitation, sanitary hardware, bathroom items of porcelain, to establish automatic break plant, crushers, and all types of building materials of whatsoever nature, including forging and foundry.

85. To undertake and execute any trust, the undertaking of which may seem to the Company desirable, either gratuitously or otherwise.

86. To provide for the welfare of employees or ex-employees of the Company and wives and families or the dependents or connections of such persons by building or contributing to the building of houses, dwellings or by grants of money, gratuities, pensions, allowances, bonuses, payments, towards insurance or other payments or by creating and from time to time subscribing or contributing to provident and other associations, institutions, funds or trust and by providing or subscribing or contributing forwards places of instructions, and recreation, hospitals and dispensaries, medical and other attendance and other assistance as the Company shall think fit, and to subscribe or otherwise to assist or to guarantee money to charitable benevolent, religious, scientific, national or other institutions and to clubs, societies or objects, which shall have any moral or other claim to support or aid by the Company either by reason of locality of operations or of public and general utility or otherwise.

87. To procure the Company to be registered in any country or place outside Pakistan or to establish branches or agencies of the Company in Pakistan or in any part of the world.

88. To buy, sell, manipulate and deal in properties of all kinds, materials, lands, buildings and works as real estate agents for such properties.

89. To construct, manage, run, open or operate traditional or internet based universities, institutions or schools relating to the primary, secondary or technical or post-graduate education or with computer technology anywhere it deemed suitable and also to open and establish Technical Colleges for diploma courses and Engineering University for engineering subjects in all disciplines anywhere in Pakistan.

90. To do the business of Internet Service Providers in anywhere in Pakistan and to open Internet cafés throughout the country and also to open shops and workshops in computer oriented technology and items anywhere in Pakistan.

91. To do all or any of the things herein-before authorized in any part of the world either lone or in conjunction, collaboration, joint venture and partnership with otherwise or as factors, trustees, agents for others residing in any part of the world or by or through factors, trustees, sub-contactors and agent appointed in any part of the world.

92. To open branches or sub-offices for conducting its business, herein before authorized, all over Pakistan or in any part of the world.

93. To do any other lawful business by mutual consent of the Directors.

94. To do all such other things, as may be incidental or the Company may think conducive to the attainment of the above objects or any of them.

IV. And it is herby declared that the word “Company” (when used in reference to this Company) in this clause shall be deemed to include any partnership or other body of persons whether incorporated or not and wherever domiciled and that the objects set forth in any sub-clause of this clause shall not except when the context expressly so requires, be in any wise limited or restricted by reference to or inference from the terms of any other sub-clause, or by name of the Company. None of such sub-clauses of the objects therein specified or the powers thereby conferred shall be deemed subsidiary or auxiliary. And the Company shall have full powers to exercise, from time to time, all or any part of any of the powers conferred by any sub-clause of this clause in any part or parts of the world.

It is also declared that not withstanding anything contained in the foregoing object clauses of this Memorandum of Association nothing contained therein shall be construed as empowering, the Company to undertake or indulge in business of a banking, company banking, investment or insurance business directly or indirectly restricted under the law or any other unlawful operations.

V. The liability of the members is limited.

VI. The Authorised Capital of the Company is Rupees Twelve Million (Rupees 1,20,00,000/- i.e., Rupees One Crore Twenty Lac) divided into 1,20,000 ordinary share of Rupees 100/- (Rupees one hundred) each with powers of the Company to increase or reduce the same and to divide the shares into several shares and with such special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify, or abrogate any such rights, privileges or conditions in such manner as for the time being provided by the Articles of Association of the Company.

THE COMPANIES ORDINANCE, 1984
(COMPANY LIMITED BY SHARES)
Articles of Association of Jamco (Private) Limited

 

PRELIMINARY

1. Subject to herein provided, the Regulations contained in Table ‘A’ in the first Schedule of the Companies Ordinance, 1984 (hereinafter referred to as Table ‘A’) shall apply to the Company, so far those are applicable to Private Companies, with the exception of the Regulations which are modified, altered, replaced or added to by these contained hereunder:

PRIVATE COMPANY

2. The Company is a Private Company within the meaning of sub-section 28 of Section 2(1) of the Companies Ordinance, 1984 and accordingly:

(a) No invitation shall be issued to the Public to subscribe for any shares or debentures of the Company.

(b) The number of members of the Company (exclusive of persons in the employment of the Company) shall be limited to fifty, provided that for the purpose of this provision, when two or more persons hold one or more shares in the Company jointly, they shall be treated as a single member, and

(c) The right to transfer shares in the Company is restricted in manner and to the extent hereinafter appearing.

CAPITAL

3. The Authorised Capital of the Company is Rupees Twelve Million (Rupees 1,20,00,000/- i.e., Rupees One Crore Twenty Lac) divided into 1,20,000 ordinary share of Rupees 100/- (Rupees one hundred) each with power to increase, consolidate, subdivide, reduce or otherwise re-organize the capital of the Company subject to the provisions of the Ordinance.

4. The shares shall be under the control of the Directors, who may allot or otherwise dispose of the same to such persons, firms or corporations on such terms and conditions and at such time as may be thought fit.

5. The shares in the Capital of Company may be issued or allotted on payment or part payment of any property, land, buildings, goodwill or goods supplied or any services rendered to the Company in promotion or establishment of the Company or conduct of its business and any shares so allotted may be issued as fully paid or partly paid up and if so issued shall be deemed as fully paid or partly paid up shares, as the case may be.

CALLS OF SHARES

6. All calls in respect of the shares shall be at the discretion of the Directors and shall be payable at any time and the place and to the persons appointed by them.

DIRECTORS

7. Until otherwise determined by the Company in General Meeting, the numbers of Directors shall not less be less than two or more than fifteen. Following shall be first Directors of the Company.

1. Engineer Jameel Ahmad Malik

2. Yasmin Malik

3. Sughra Malik

8. The Directors shall from time to time appoint any person to the office of the Chief Executive of the Company for such term as provided in the Companies Ordinance, 1984 and as Technical Director, Engineer, Manager, Consultant or Advisor for such term as they may think fit and with such powers, and at such remuneration (whether by way of salary, or commission, or participation in profits, or partly in one way and partly in another) as they or the Company in General Meeting may think fit. The first Chief Executive of the Company shall be Engineer Jameel Ahmad Malik.

9. The Directors may from time to time appoint one of their bodies as Chairman of the Board of Directors with such powers and duties as the Directors may from time to time decide. The first Chairman of the Company shall be Yasmin Malik.

10. Election of Directors will be according to the procedures laid down in Section 178 of the Companies Ordinance, 1984.

11. The qualification of every Director shall at least be his holding of ordinary shares on which all sums due shall have been paid to the aggregate nominal value of Rupees 1,00,000/- (Rupees One Lac) in his own name, provided always that no share qualification shall be necessary for Directors, who represent interests of such members of the Company who hold shares of requisite value; provided further that no share qualification shall be necessary so long as shares other than subscribers shares are not issued.

12. The Company in General Meeting, may, from time to time, increase or reduce the number of Directors and may alter their qualifications.

13. No person shall be eligible for election to the office of the Director at any General Meeting unless he or some other member intending to propose him, has at least seven clear days before the meeting, left at the Company’s office, a notice in writing duly signed signifying his candidature for the office, or the intention of such members to propose him.

14. Any Director who by request performs extra services or to make any special exertions in going or temporarily residing out of Islamabad or resides out of Pakistan for any purpose of the Company, the Company shall remunerate such Director all charges and travelling expenses and may be paid such extra remuneration by way of salary, percentage of profits or otherwise as may be determined by the Directors.

15. That the Directors may raise loan at local, national or international level in Company’s name with mutual consent and its repayment shall be the joint responsibility of the contracting partners, while none of the Directors is or shall be entitled to incur loan in Company’s name for personal ends nor the Company is or shall be liable for the personal liabilities of the Directors, which is or shall be their own sole responsibility, wherewith the Company has or shall have no concern at any stage.

TRANSFER AND TRANSMISSION OF SHARES

16. The Directors may in their absolute and uncontrolled discretion and without assigning reason, refuse to register any proposed transfer of shares by way of sale, gift, exchange or otherwise but such right of refusal shall not be exercised in the case of any transfer made pursuant to Articles 17 and 18 hereof except for the purpose of ensuring that number of members does not exceed fifty.

17. Any shares may be transferred at any time by a member to his or her father or mother, to any lineal descendant of such father or mother, to his wife or her husband or children, or to any lawful nominee as provided under section 80 of the Companies Ordinance, 1984, and any share of a deceased member may be transferred to any persons being specific legatees, cestui que trust etc., as desired by the deceased in a will or deed of settlement and in the absence thereof to the legal heirs of the deceased under the Muslim Law of Shariat or any one or more of them as agreed upon between such legal heirs. A share may at any time be transferred to any members of the Company. In the case of a share registered in the names of two or more holders, the survivors shall be the only persons recognized by the Company as having any title to the shares.

18. The Chief Executive and Director of the Company, Engineer Jameel Ahmad Malik and Chairman and Director Yasmin Malik, both being husband and wife are now issueless after the death of their sole young daughter namely Javairia Jameel, who died on the 11th of June, 1995 when she was hardly a young girl of 15years and 3 months old, and so to safeguards each other business interests, it has been mutually decided by both of them that in case of death of the Chief Executive Engineer Jameel Ahmad Malik, all of his shares in the Company or elsewhere shall automatically be transferred in the name of his wife and Director Yasmin Malik and after the death of Yasmin Malik, all her shares in the Company or elsewhere shall automatically be reverted back to the legal heirs of her husband Engineer Jameel Ahmad Malik and none else, and in case of death of Yasmin Malik prior to the death of her husband Engineer Jameel Ahmad Malik, all of her shares in the Company or elsewhere shall automatically be stand transferred to her husband Engineer Jameel Ahmad Malik and not to any of the legal heirs of Yasmin Malik from her parentage side, in any capacity what so ever.

19. No share shall in any circumstances be transferred to any insolvent or a person of unsound mind and no shares other than fully paid up shares shall be transferred to a minor.

20. Any share-holder of the Company, while he is share-holder, may by notice in writing inform the Directors that by his will, or otherwise, during his life time, he desires to nominate some person or persons not being a share-holder or share-holders at that time and not being a person disqualified by Article 10 thereof, as a successor or successors to his shares in the Company after his death. The Directors shall within 30 days of the receipt of such notice, decide at a meeting whether or not the nominee or nominees named in the notice aforesaid will be accepted by them as successors of share-holders giving the notice.

21. No shares can be sold or otherwise disposed of by any member to a non-member except as provided in these Articles. Any share-holders desiring to transfer his shares to an outsider shall first give the first option to the share-holders of the said Company to purchase the shares at the value to be fixed/agreed by the transferor and transferee but in case the parties do not agree thereon, the said valuation shall be settled by one Arbitrator to be agreed upon by the parties and the provisions of the Arbitration Act, 1940 shall apply and only in the case of refusal of the other party to purchase the same, the party desirous of transferring its shares shall be entitled to sell them to an outsider, subject to the Law for the time being in force in Pakistan.

22. The Directors may decline to recognize any instrument of transfer of shares, unless a fee of one Rupee is paid to the Company in respect thereof.

23. The instrument of transfer shall be accompanied by the share- certificate.

GENERAL MEETING

24. A General Meeting, to be called Annual General Meeting of the Company, shall be held, in accordance with the provisions of Section 158 of the Companies Ordinance, 1984, within eighteen months from the date of incorporation of the Company and thereafter once at least in every calendar year within a period of four months following the close of its financial year at such time and place as the Directors may determine; provided, however, that no greater interval that fifteen months shall be allowed to elapse between the two General Meetings.

25. The General Meeting mentioned in 14 Article shall be called Ordinary Meetings and all other General Meeting shall be called Extra-ordinary General Meetings.

PROCEEDINGS AT GENERAL MEETING

26. Fourteen day’s notice at least, specifying the place, the day and the hour of the General Meeting and in case of special business twenty one day’s notice specifying the general nature of such business as well, shall be given to the members, but accidental omissions to give such notice to, or non-receipt of such notice by any member shall not invalidate the proceedings of the General Meetings. A General Meeting may with the consent of all the members be called on shorter notice and in such manner as the members think fit.

27. No business shall be transacted at any General Meeting unless a quorum of members is present. Two members present in person representing not less than 25% of the total voting power either of their own account or as proxies shall constitute a quorum for a General Meeting.

28. The Chairman of any meeting shall be the sole judge of the validity of the votes tendered at such meeting. In case of tie in any meeting, the Chairman shall have a casting vote.

29. The Chairman of the Board of Directors shall preside at every General Meeting but if in any meeting he may not be present, within 15 minutes, after the time specified for holding the same or in unwilling to preside, members present shall choose some Director or if no Director is present, or all the Directors present decline to take the chair, the members present shall choose, some members to be the Chairman of the meeting.

VOTE OF MEMBERS

30. Regulations 34 to 38 of the Table ‘A’ in the first Schedule of the Companies Ordinance, 1984 shall apply.

MANAGEMENT

31. The business of the Company shall be under the control of the Directors, and subject to the control of Directors, Engineer Jameel Ahmad Malik, who shall be the first Chief Executive of the Company and accordingly, the management of the Company shall be completely in the hands of Engineer Jameel Ahmad Malik for the purposes of effective management of the business of the Company. He shall have the powers to engage or dismiss the engineers, managers, assistant, agents, employees, technical and clerical staff and other officers of the Company and he also have the general discretion in the management of the business of the Company with full powers to do all acts, matters and things necessary, proper and expedient for carrying on the business and concerns of the Company including powers to make such investment of the Company’s funds, as he shall think fit and to make and sign all contracts for purchases and sales, and to open and operate upon the banking account and to draw, accept, endorse and negotiate on behalf of the Company, all bills of exchange, promissory notes. He shall have full power to let, mortgage or otherwise sell and dispose of the property and assets of the Company in such manner, as he may think fit. All the receipts for the money paid to the Company shall be signed by Chief Executive or a person authorised by him and such receipts shall be an effectual discharge for the money therein stated to have been received. The Chief Executive may delegate all or any of the powers vested in him to such other Directors, Engineer, Managers, Agents or other persons as he may think fit and he may withdraw such powers as and when he may think expedient and shall also have powers to grant any persons such powers of attorney as he may deem expedient and such powers at pleasure to revoke. He shall also be authorised to apply for registration of contractors/operator’s licence in any category on behalf of the Company with the Pakistan Engineering Council under the provisions of the Pakistan Engineering Council Act, 1976.

32. If the said First Chief Executive named, herein resigns or otherwise vacates the office of the Chief Executive or becomes incapable of holding the office of the Chief Executive of the Company, the Board of Directors may appoint any other person to be the Chief Executive of the Company in his place and make such other arrangement, on such remuneration, terms and conditions of the Company shall deem fit and proper.

33. The remuneration of the Chief Executive shall be fixed by the Boards of Directors and it may be by way of salary and commission or participation in profits or by any or all of those modes.

BORROWING POWERS

34. The Directors may from time to time, raise or borrow and secure the payments of any sum or sums for the purposes of the Company in such manner and upon such terms and conditions as they may think fit.

ACCOUNTS

35. The Directors shall cause true accounts to be kept:-

(a) Of the assets and liabilities of the Company, and

(b) Of all sums of money received and expended by the Company and the matters in respect of which, such receipts and expenditures take place.

36. That the Directors and Chief Executive of the Company may draw a reasonable amount from the books of the Company every month, or as and when required by any of them for their personal and domestic needs shall be debited to their personal accounts and shall ultimately be adjusted in the capital account at the end of the financial year.

AUDIT

37. The Directors shall cause to keep proper books of accounts as required by Section 230 of the Companies Ordinance, 1984. The account books shall be kept at Registered Office of the Company and shall be open at all reasonable times to the inspection of the Directors and the Auditors of the Company.

38. The Accounts of the Company shall be audited once at least every year and the correctness of the Balance Sheet shall be ascertained by the Auditor or Auditors of the Company and the provisions of the Ordinance in regard to Audit and the appointment and qualifications of Auditors shall be observed. The remuneration of the Auditors shall be fixed by the Directors.

SEAL

39. The Company shall have a common seal and the Chief Executive of the Company shall provide for the safe custody thereof. The seal shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors and in the presence of at least one Director or the Chief Executive and such Director or Chief Executive shall sign every instrument to which the seal is so affixed in his presence. Such signature shall be conclusive evidence of the fact that the seal has been affixed.

DISQUALIFICATION OF DIRECTORS

40. The office of the Director shall ipso facto be vacated:-

(a) if he becomes insolvent, or,

(b) if he found lunatic; or become of unsound mind or

(c) if by notice in writing resigns his office, or

(d) if he fails to pay calls made on him in respect of shares held by him within six months from the date of such call being made.

SECRETARY

41. The Directors may from time to time appoint or remove, at their discretion a person to keep the register and accounts of the Company and to perform any other functions which by the Articles for the time being of the Company are to be performed by the Secretary.

DIVIDEND

42. The profits of the Company subject to any special rights relating thereto created by these presents and subject to the provision of these presents as to the reserve fund shall be divisible among the members in proportion to the amount of the capital paid up on the share or held by them respectively.

NOTICE

43. The compulsory clauses of Table ‘A’ (Regulations 79 to 83 in the first Schedule of the Companies Ordinance, 1984) shall be applicable to the Company. Notice may be written, printed, typed, cyclostyled, lithographed or in any other manner in legible mode of writing.

INDEMNITY

44. No Director, Chief Executive, General Manager, Auditor, Engineer or the Officer of the Company shall be liable for any loss, damage or misfortune whatsoever, which shall happen in the execution of the duties of his office or in relation thereto unless the same happens through his own dishonesty.

SECRECY

45. No member shall be entitled to visit and inspect the works of the Company without the permission of the Directors or to require, discovery of any information regarding any details of the Company’s business of any matter which is or may be in the nature of a trade secret mystery or secret process which may relate to the conduct of the Company’s business of which in the opinion of the Directors, will be inexpedient in the interest of the members of the Company to communicate to the Public.

ARBITRATION

46. Whenever any difference arises between the Company on the one hand and any of the members, their executors, administrators, legal representative, or assignees on the other hand, touching the true intent or construction or the incidence or consequences; of these presents, or of the statutes or touching anything then or thereafter done, executed, omitted or suffered in pursuance of these presents or of the statutes or touching any breach or alleged breach or otherwise relating to the premises, or to any statute affecting the Company, or to any of the affairs of the Company, including the fixing of the fair value of the shares of the Company, every such difference shall be referred to Arbitrators, one appointed by each party, or in the event of disagreement between the Arbitrators, to that of an umpire appointed by the Arbitrators before entering on the reference, or to arbitration of a single person if the parties so agree.

47. If either of the parties differing makes default in appointing the Arbitrator for fifteen days after the other party has given notice to appoint the same, such other party may appoint an Arbitrator in place of the Arbitrator defaulting party.

48. The cost of any such reference and award shall be determined by the Arbitrators or umpire as the case may be and shall be borne accordingly by whom to whom and in what manner the same are determined.

49. For the purpose of preceding three clauses of the provisions of the Arbitration Act, 1940 of Pakistan, applicable at the time of dispute shall apply.

WINDING UP

50. If the Company is wound up and the assets available for distribution among the members as such are insufficient to repay the whole of the paid up capital, such assets shall be distributed so that as nearly as may be, the losses shall be borne by the members in the proportion to the capital paid up and if the assets available for distribution amongst the members are more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed among the members in proportion to the capital at the commencement of the winding up or which ought to have been paid up on the shares held by them respectively. But this clause is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

51. If the Company is wound up whether voluntarily or otherwise, the liquidators may with the sanction of a special resolution divide amongst the contributories in specie or kind any part of the assets of the Company, and may with the sanction vest any part of the assets of the Company in trustees upon such trust for the benefit of the contributories or any of them as the liquidators with the like sanction, shall think fit.

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