MOA and AOA
MOA and AOA
MOA and AOA
Business Law
Topic:
Article of Association
Submitted to:
Submitted by:
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Table of Contents
S. No. Contents Page No.
1 Acknowledgement 3
2 Memorandum of Association 4-7
3 Articles of Associations 8-12
2
Acknowledgement
3
COMPANIES ACTS, 1984
MEMORENDUM OF ASSOCIATION
OF
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j. To purchase, take on lease or in exchange, hire or otherwise acquire any land,
building, easement, right, privileges, concession, patents rights, licenses,
trademark, or copyrights, machinery, plants, stock-in-trade and any real personal
property of any kind necessary or convenient for the purpose of the business of
the company.
k. To acquire and take over the assets including land, building, easement, patents,
licenses, trademarks, plant machinery and other assets of business as per need.
l. To trade lease and in any other manner, contract with or dispose of the
undertaking or possessions of the company or any other part thereof for such
consideration as the company makes think fit.
m. To open bank accounts for the banking transactions including making
endorsement and transferring the cheques, bills of exchange, promissory note, bill
of lading and other negotiable instruments to run the business fluently.
n. To issue and execute guarantee/guarantees for and on behalf of the company to
make safe its legal responsibility or for any associated company incorporated
under the relevant necessities of law in favor of any bank, DFI’s, financial
institutions and government agency and to present the assets of the company as
security to the said bank or financial institutions and to create a charge or lien
against the assets of the company making itself liable as guarantor of the said
associate company with the banks, DFI’s or the financial institutions/ government
agencies.
4. The liability of the members is limited.
5. The authorized capital of the company is 100,000,000/- ( Rs. Ten Million Only) divided
into 100.000 ordinary shares of Rs. 100/- each with the power to increase, reduce,
consolidate or otherwise re-organize the share capital and to divides the share of
company into different classes in accordance with the provisions of Companies
Ordinance, 1984.
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“We, the several persons whose name and addresses are subscribed below, are desirous of being
formed into a company, in the pursuance of the Memorandum of Association, and we are
respectively agreed to take the number of the share in the Capital of the Company set opposite to
our respective name.”
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Witnesses to the above signatures:
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COMPANIES ACTS, 1984
ARTICALES OF ASSOCIATION
OF
Preliminary:
Subjects as hereinafter provided, the regulations contained in A of the first schedule to
the companies ordinance, 1984, (hereinafter referred to as table A) shall apply to the
company so far as those arte applicable to private companies, with the expectations of the
regulations which are modified, altered or added hereunder.
1. No invitation shall be issued to the public to subscribe for any share, debentures or
debenture-stock of the company.
2. The number of members of the company (exclusive of the 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 for the
purpose of this clause be treated as a single member; and
3. The right to transfer share in the company is restricted in the manner and to the extent
hereinafter appearing.
Business:
The company is entitled to commence business from the date of its incorporation.
The business of the company shall include all or any of the objects enumerated in the
memorandum of association.
The business of the company shall be carried out at such place or places in the whole of
Pakistan or elsewhere as the directors may deem proper or advisable from time to time.
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Capital:
The authorized capital of the company is 100,000,000/- ( Rs. Ten Million Only) divided
into 100.000 ordinary shares of Rs. 100/- each with the power to increase, reduce,
consolidate, sub-divided or otherwise re-organized the share capital of the company.
The shares shall be under the control of the Board of Directors who may allot or
otherwise dispose of the same to such person, firms, corporations, or corporations on
such terms and conditions and at any such time as may be thought fit.
The shares in the capital of the company may be allotted or issued in payment of any
property, land, machinery or goods supplied or any services rendered to the company or
promotion or formation of the company or conduct of its business or at any shares so
allotted may be issued as fully paid shares.
General meeting:
The first annual general meeting shall be held within 18 months from the date of
incorporation of the company in accordance with the provisions of section 158, thereafter
once at least in every year and within a period of four months following the close of its
financial year and not more than fifteen months after the holding its last preceding,
Annual General Meeting as may be determined by the directors. The directors may,
whenever they think fit, call an Extraordinary General Meeting of the shareholders in
term of section 159 of the Companies Ordinance 1984.
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Votes of member:
At any General Meeting a resolution put to the vote of the General Meeting shall be
decided on a show of hands, unless a poll is demanded in accordance with the provision
of section 167 of the Companies Ordinance 1984.
On a show of hands every member present shall have one vote and on a poll, every
member present in person or by proxy shall have one vote in respect of each share held
by him.
The instrument appointing a proxy and the power of attorney or other authority under
which it is signed or notarially certified copy of that power of attorney or authority shall
be deposited at the registered office of the company not less than forty eight hours before
the time of holding the meeting at which the person named in the instrument proposes to
vote and in default, the instrument of proxy will not be treated as valid.
Directors:
Unless otherwise determine, the number of directors shall not be less than one. The
following will be the first directors of company:
o Tooba Kanwal
o Zoha Tahir
o Ayesha Khalil
o Fiza Noor
o Amina Afzal
The election of directors shall be held in accordance with the provision of section 178 of
the Companies Ordinance, 1984.
A resolution for removing a director shall not be deemed to have been passed if the
number of votes against him is equal to, or less then the number of votes that would have
been necessary for the election of Directors in the manner aforesaid but as provided under
section 181 of the Companies Ordinance 1984.
The remuneration of directors except regularly paid Chief Executive and full time
working Directors shall, from time to time, be determined by the Board of Directors but it
shall not exceed Rs.500/- per meeting at which the director are present.
No Director shall be disqualified from his office by contracting with the company either
as vender, purchaser or otherwise nor shall any director be liable to account for any profit
realized from any such contract or arrangement or the fiduciary relation thereby
established, but the nature of his interest must be disclosed by him at the first meeting of
Directors after acquisition of his interest.
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Notices:
Notices of every meeting of Board of Directors will be given in writing and there must be
given a reasonable time in advance. The nature of the business to be transacted at any
intended Board meeting will be specified in the notice.
The Seal:
The company shall have a Common Seal and the directors shall provide for the safe
custody of the same. The Seal shall not be applies on any instrument except by the
authority of the Board of Directors in the presence of at least two Directors who shall
sign every instrument to which the Seal shall be affixed in their presence. Such signatures
shall be conclusive evidence of the fact that the Seal has been properly affixed.
Accounts:
The directors shall cause to be kept proper books of accounts as required under section
230 of the Companies Ordinance 1984. The books of accounts shall be kept at the
registered office of the Company or at such other places as the directors shall think fit
subject to the provisions of section 230 of the Companies Ordinance, 1984.
Audit:
Once at least in every year the accounts of the company shall be audited and correctness
of Balance Sheet shall be ascertained by one or more auditors. The auditors shall be
appointed their duties regulated in accordance with the provision of section 252 to 255 of
the Companies Ordinance, 1984.
Indemnity:
In connection with carrying on the business of the Company, the Chief Executive, every
Director, or other officers of the company shall be indemnified by the company for all
losses and expenses occasioned by error of judgment or oversight on his part, unless the
same happens through his own dishonesty or willful act and default.
Secrecy:
No member shall be entitled to visit and inspect the books of the companies without the
permission of Chief Executive or one of the directors or to require discovery of any
information regarding any details of the Company’s Business and which in the opinion of
the directors, will not be interest of the member of the Company to communicate to the
public.
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Arbitration:
Whenever any difference arises between the company on the one hand and the members,
their executors, administrators or assignees on the other hand, touching the true intent or
construction or the incident or consequence of these presents or of the statutes or
touching anything thereafter done, executed, omitted or suffered in pursuance of these
presents or otherwise relating to these presents or to any statutes affecting the Company,
every such difference shall be referred for the decision of the arbitration who will be
qualified in Islamic Law.
The cost incidental to any such reference and award shall be at the discretion of the
arbitration or umpire respectively who may determine the amount thereof and the Direct
the same to be shared between the attorney and client and may award by whom and in
what manner the same shall be home and paid.
Winding Up:
If the Company is wound up weather voluntarily or otherwise the liquidator may, with
the sanction of special resolution, divide amongst the contributors in specie any part of
the assets and liabilities of the company, subject to the section 421 and other provisions
of the companies’ ordinance, 1984 as may be applicable.
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Presentation segregation:
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