First Schedule: First Schedule

Plain-Language Summary

A general explanation to aid understanding. The official statutory text appears below.

This section defines the following terms used in The Companies Act, 2017: • section — section of the Act • the Act — the Companies Act, 2017; and • the seal — the common seal or official seal of the company as the case may be. (2) Unless the context otherwise requires, words or expressions contained in these regulations shall have the same meaning as in this Act; and words importing the singular shall include the plural, and vice versa, and words importing the masculine gender shall include feminine, 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 19 if, and so far as, those restrictions are binding upon the company. SHARES 3. In case of shares in the physical form, every person whose name is entered as a member in the register of members shall, without payment, be entitled to receive, within thirty days after allotment or within fifteen 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 if the shares are in book entry form or in case of conversion of physical shares and other transferable securities into book-entry form, the company shall, within ten days after an application is made for the registration of the transfer of any shares or other securities to a central depository, register such transfer in the name of the central depository. 4. The company shall not be bound to issue more than one certificate in respect of a share or shares in the physical form, held jointly by several persons and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. 5. If a share certificate in physical form is defaced, lost or destroyed, it may be renewed on payment of such fee, if any, not exceeding one hundred rupees, 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. 6. Except to the extent and in the manner allowed by section 86, 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 7. The instrument of transfer of any share in physical form 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. 8. Shares in physical form in the company shall be transferred in the following form, or in any usual or common form which the directors shall approve:— Form for Transfer of Shares (First Schedule to the Companies Act, 2017) I……………... s/o ........................r/o...................... (hereinafter called “the transferor”) in consideration of the sum of rupees ............................ paid to me by.....……………......... s/o ........................r/o...................... (hereinafter called “the transferee”), do hereby transfer to the said transferee....................the share (or shares) with distinctive numbers from ………….....to...................inclusive, in the.............................Limited, to hold unto the said transferee, his executors, administrators 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.............................., 20..... Signature ………………… Signature ………………… Transferor Transferee Full Name, Father’s / Husband’s Name Full Name, Father’s / Husband’s Name CNIC Number (in case of foreigner, CNIC Number (in case of foreigner, Passport Number) Passport Number) Nationality Nationality Occupation and usual Residential Occupation and usual Residential Address Address Cell number Landline number, if any Email address Witness 1: Witness 2: Signature………………..date Signature………………..date ………… ………… Name, CNIC Number and Full Name, CNIC Number and Full Address Address Bank Account Details of Transferee for Payment of Cash Dividend (Mandatory in case of a listed company or optional for any other company) It is requested that all my cash dividend amounts declared by the company, may be credited into the following bank account: Tile of Bank Account Bank Account Number Bank’s Name Branch Name and Address It is stated that the above mentioned information is correct and that I will intimate the changes in the above-mentioned information to the company and the concerned Share Registrar as soon as these occur. ………………………………. Signature of the Transferee(s) 9. (1) Subject to the restrictions contained in regulation 10 and 11, the directors shall not refuse to transfer any share 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 Act. The directors may, in case of shares in physical form, decline to recognise any instrument of transfer unless— (a) a fee not exceeding fifty rupees as may be determined by the directors is paid to the company in respect thereof; and (b) the duly stamped 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. (2) If the directors refuse to register a transfer of shares, they shall within fifteen days 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. Provided that the company shall, where the transferee is a central depository the refusal shall be conveyed within five days from the date on which the instrument of transfer was lodged with it notify the defect or invalidity to the transferee who shall, after the removal of such defect or invalidity, be entitled to re-lodge the transfer deed with the company. TRANSMISSION OF SHARES 10. The executors, administrators, heirs, or nominees, as the case may be, of a deceased sole holder of a share shall be the only persons recognised by the company to deal with the share in accordance with the law. 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 to deal with the share in accordance with the law. 11. The shares or other securities of a deceased member shall be transferred on application duly supported by succession certificate or by lawful award, as the case may be, in favour of the successors to the extent of their interests and their names shall be entered to the register of members. 12. A person may on acquiring interest in a company as member, represented by shares, at any time after acquisition of such interest deposit with the company a nomination conferring on a person, being the relatives of the member, namely, a spouse, father, mother, brother, sister and son or daughter, the right to protect the interest of the legal heirs in the shares of the deceased in the event of his death, as a trustee and to facilitate the transfer of shares to the legal heirs of the deceased subject to succession to be determined under the Islamic law of inheritance and in case of non-Muslim members, as per their respective law. 13. The person nominated under regulation 12 shall, after the death of the member, be deemed as a member of company till the shares are transferred to the legal heirs and if the deceased was a director of the company, not being a listed company, the nominee shall also act as director of the company to protect the interest of the legal heirs. 14. A person to be deemed as a member under regulation 11, 12 and 13 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 and exercise any right conferred by membership in relation to meetings of the company. ALTERATION OF CAPITAL 15. The company may, by special resolution— (a) increase its authorised capital by such amount as it thinks expedient; (b) consolidate and divide the whole or any part of its share capital into shares of larger amount than its existing shares; (c) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum; (d) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the share so cancelled. 16. Subject to the provisions of the Act, all new shares shall at the first instance be offered to such persons as at the date of the offer are entitled to such issue 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 letter of offer specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will deem to be declined, and after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he 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 persons entitled to an offer of new shares) cannot, in the opinion of the directors, be conveniently offered under this regulation. 17. 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. 18. The company may, by special 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 section 85; (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. 19. The company may, by special resolution, reduce its share capital in any manner and with, and subject to confirmation by the Court and any incident authorised and consent required, by law. GENERAL MEETINGS 20. The statutory general meeting of the company shall be held within the period required by section 131. 21. A general meeting, to be called annual general meeting, shall be held, in accordance with the provisions of section 132, within sixteen months from the date of incorporation of the company and thereafter once at least in every year within a period of one hundred and twenty days following the close of its financial year. 22. All general meetings of a company other than the statutory meeting or an annual general meeting mentioned in sections 131 and 132 respectively shall be called extraordinary general meetings. 23. The directors may, whenever they think fit, call an extra-ordinary general meeting, and extra-ordinary general meetings shall also be called on such requisition, or in default, may be called by such requisitionists, as provided by section 133. If at any time there are not within Pakistan sufficient directors capable of acting to form a quorum, any director of the company may call an extra-ordinary general meeting in the same manner as nearly as possible as that in which meetings may be called by the directors. 24. The company may provide video-link facility to its members for attending general meeting at places other than the town in which general meeting is taking place after considering the geographical dispersal of its members: Provided that in case of listed companies if the members holding ten percent of the total paid up capital or such other percentage of the paid up capital as may be specified, are resident in any other city, the company shall provide the facility of video-link to such members for attending annual general meeting of the company, if so required by such members in writing to the company at least seven days before the date of the meeting. NOTICE AND PROCEEDINGS OF GENERAL MEETINGS 25. 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 Act for the general meeting, to such persons as are, under the Act or the regulations of the company, entitled to receive such notice 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. 26. All the business transacted at a general meeting shall be deemed special other than the business stated in sub-section (2) of section 134 namely; the consideration of financial statements and the reports of the board and auditors, the declaration of any dividend, the election and appointment of directors in place of those retiring, and the appointment of the auditors and fixing of their remuneration. 27. 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. The quorum of the general meeting shall be— (a) in the case of a public listed company, not less than ten members present personally, or through video-link who represent not less than twenty-five per cent of the total voting power, either of their own account or as proxies; (b) in the case of any other company having share capital, two members pre sent personally, or through video-link who represent not less than twenty-five percent of the total voting power, either of their own account or as proxies. 28. 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. 29. 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 if 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. 30. 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 fifteen 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 any notice of an adjournment or of the business to be transacted at an adjourned meeting. 31. (1) 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 or proportion of the votes recorded in favour of, or against, that resolution. (2) At any general meeting, the company shall transact such businesses as may be notified by the Commission, only through postal ballot. 32. A poll may be demanded only in accordance with the provisions of section 143. 33. If a poll is duly demanded, it shall be taken in accordance with the manner laid down in sections 144 and 145 and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 34. A poll demanded on the election of chairman or on a question of adjournment shall be taken at once. 35. 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. 36. Except for the businesses specified under sub-section (2) of section 134 to be conducted in the annual general meeting, the members of a private company or a public unlisted company (having not more than fifty members), may pass a resolution (ordinary or special) by circulation signed by all the members for the time being entitled to receive notice of a meeting. The resolution by circulation shall be deemed to be passed on the date of signing by the last of the signatory member to such resolution. VOTES OF MEMBERS 37. Subject to any rights or restrictions 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 159 shall apply. On a poll every member shall have voting rights as laid down in section 134. 38. In case of joint-holders, the vote of the senior who tenders a vote, whether in person or by proxy or through video-link 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. 39. 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 or through video link, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. 40. On a poll votes may be given either personally or through videolink, by proxy or through postal ballot: Provided that nobody corporate shall vote by proxy as long as a resolution of its directors in accordance with the provisions of section 138 is in force. 41. (1) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing. (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. 42. An instrument appointing a proxy may be in the following form, or a form as near thereto as may be: INSTRUMENT OF PROXY ……………………………………….………...……………………… Limited “I ………………………….…. s/o ................................. r/o ......................................... being a member of the ………………………………………….. Limited, hereby appoint …………………………… s/o ................................. r/o ......................................... as my proxy to attend and vote on my behalf at the (statutory, annual, extra- ordinary, as the case may be) general meeting of the company to be held on the …………….. day of ……………….., 20…… and at any adjournment thereof.” 43. 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 44. The following subscribers of the memorandum of association shall be the first directors of the company, so, however, that the number of directors shall not in any case be less than that specified in section 154 and they shall hold office until the election of directors in the first annual general meeting: 1. ab 2. cd 3. ef 4. gh 45. The remuneration of the directors shall from time to time be determined by the company in general meeting subject to the provisions of the Act. 46. Save as provided in section 153, no person shall be appointed as a director unless he is a member of the company. POWERS AND DUTIES OF DIRECTORS 47. 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 by the Act 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 Act 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 any prior act of the directors which would have been valid if that regulation had not been made. 48. The directors shall appoint a chief executive in accordance with the provisions of sections 186 and 187. 49. 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. 50. The directors shall duly comply with the provisions of the Act, 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, charges and pledge 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 resolutions and a copy of the register of directors and notifications of any changes therein. MINUTE BOOKS 51. The directors shall cause records to be kept and minutes to be made in book or books with regard to— (a) all resolutions and proceedings of general meeting(s) and the meeting(s) of directors and Committee(s) of directors, and every member present at any general meeting and every director present at any meeting of directors or Committee of directors shall put his signature in a book to be kept for that purpose; (b) recording the names of the persons present at each meeting of the directors and of any committee of the directors, and the general meeting; and (c) all orders made by the directors and Committee(s) of directors: Provided that all records related to proceedings through video-link shall be maintained in accordance with the relevant regulations specified by the Commission which shall be appropriately rendered into writing as part of the minute books according to the said regulations. THE SEAL 52. 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 authorized 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 as aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence. DISQUALIFICATION OF DIRECTORS 53. No person shall become the director of a company if he suffers from any of the disabilities or disqualifications mentioned in section 153 or disqualified or debarred from holding such office under any of the provisions of the Act as the case may be 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 54. The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, as they think fit. A director may, and the secretary on the requisition of a director shall, at any time, summon a meeting of directors. Notice sent to a director through email whether such director is in Pakistan or outside Pakistan shall be a valid notice. 55. 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 is unwilling to act as chairman, the directors present may choose one of their number to be chairman of the meeting. 56. At least one-third (1/3rd) of the total number of directors or two (2) directors whichever is higher, for the time being of the company, present personally or through video-link, shall constitute a quorum. 57. Save as otherwise expressly provided in the Act, every question at meetings of the board shall be determined by a majority of votes of the directors present in person or through video-link, each director having one vote. In case of an equality of votes or tie, the chairman shall have a casting vote in addition to his original vote as a director. 58. The directors may delegate any of their powers not required to be exercised in their meeting to committees consisting of such member or 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. 59. (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. 60. 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 was qualified to be a director. 61. A copy of the draft minutes of meeting of the board of directors shall be furnished to every director within seven working days of the date of meeting. 62. A resolution in writing signed by all the directors for the time being entitled to receive notice of a meeting of the 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 63. 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 159 for a term of three years. 64. A retiring director shall be eligible for re-election. 65. The directors shall comply with the provisions of sections 154 to 159 and sections 161, 162 and 167 relating to the election of directors and matters ancillary thereto. 66. 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 whose place he is chosen was last elected as director. 67. The company may remove a director but only in accordance with the provisions of the Act. DIVIDENDS AND RESERVE 68. The company in general meeting may declare dividends but no dividend shall exceed the amount recommended by the directors. 69. 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. 70. Any dividend may be paid by a company either in cash or in kind only out of its profits. The payment of dividend in kind shall only be in the shape of shares of listed company held by the distributing company. 71. Dividend shall not be paid out of unrealized gain on investment property credited to profit and loss account. 72. 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. 73. (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 Act, 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. 74. 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. 75. (1) Notice of any dividend that may have been declared shall be given in manner hereinafter mentioned 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. (2) Any dividend declared by the company shall be paid to its registered shareholders or to their order. The dividend payable in cash may be paid by cheque or warrant or in any electronic mode to the shareholders entitled to the payment of the dividend, as per their direction. (3) In case of a listed company, any dividend payable in cash shall only be paid through electronic mode directly into the bank account designated by the entitled shareholders. 76. The dividend shall be paid within the period laid down under the Act. ACCOUNTS 77. The directors shall cause to be kept proper books of account as required under section 220. 78. The books of account 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. 79. The directors shall from time to time determine whether and to what extent 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 or papers of the company except as conferred by law or authorised by the directors or by the company in general meeting. 80. The directors shall as required by sections 223 and 226 cause to be prepared and to be laid before the company in general meeting the financial statements duly audited and reports as are referred to in those sections. 81. The financial statements and other reports referred to in regulation 80 shall be made out in every year and laid before the company in the annual general meeting in accordance with sections 132 and 223. 82. A copy of the financial statements and reports of directors and auditors shall, at least twenty-one days preceding the meeting, be sent to the persons entitled to receive notices of general meetings in the manner in which notices are to be given hereunder. 83. The directors shall in all respect comply with the provisions of sections 220 to 227. 84. Auditors shall be appointed and their duties regulated in accordance with sections 246 to 249. NOTICES 85. (1) A notice may be given by the company to any member to his registered address or if he has no registered address in Pakistan to the address, if any, supplied by him to the company for the giving of notices to him against an acknowledgement or by post or courier service or through electronic means or in any other manner as may be specified by the Commission. (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 will be delivered in the ordinary course of post. 86. 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. 87. A notice may be given by the company to the person entitled to a share in consequence of the death or insolvency of a member in the manner provided under regulation 85 addressed to them by name, or by the title or representatives of the deceased, or assignees of the insolvent, or by any like description, at the address, supplied for the purpose by the person claiming to be so entitled. 88. Notice of every general meeting shall be given in the manner hereinbefore authorised to (a) every member of the company 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 receive notice of the meeting, and (c) to the auditors of the company for the time being and every person who is entitled to receive notice of general meetings. WINDING UP 89. (1) In the case of members’ voluntary winding up, with the sanction of a special resolution of the company, and, in the case of creditors’ voluntary winding up, of a meeting of the creditors, the liquidator shall exercise any of the powers given by sub-section (1) of section 337 of the Act to a liquidator in a winding up by the Court including inter-alia 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 the like sanction, vest the 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 90. Every officer or 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 492 in which relief is granted to him by the Court. We, the several persons whose names and addresses are subscribed below, are desirous of being formed into a company, in pursuance of these articles of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names: Name and NIC No. Father's/ Nationality(i Usual Number of surname (in case of Husband's es) with any residential address in shares taken (present & foreigner, Name in former n full or the by each s o e fo r m e r ) i n Pa ss p o rt full Nationality ita r e g i s t e r e d / p ri n c ip a l su b s c r ib e r ( in ru p ta f u ll ( i n N o ) u o f f i c e a d d r es s f o r a fi g u r e s a n d n c g Block c subscriber other than words) iS O Letters) natural person Total number of shares taken (in figures and words) Dated the____________ day of_________________, 20___ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: PART II REGULATIONS FOR MANAGEMENT OF A SINGLE MEMBER PRIVATE COMPANY LIMITED BY SHARES INTERPRETATION 1. In the interpretation of these articles the following expressions shall have the following meanings unless repugnant to or inconsistent with the subject articles— • member director — a director who is a member of the company • non-member director — an individual who is not a member, but has been nominated under the provisions of the Act • private company — a private company having two more members • sole member — the single member of the company; and • sole director — the director of the company who is for the time being the only director and includes a non-member director of the company. 2. Unless the context otherwise requires, words or expressions contained in these regulations shall have the same meaning as in the Act; and words importing the singular shall include the plural, and vice versa, and words importing the masculine gender shall include feminine, and words importing persons shall include bodies corporate. PRELIMINARY 3. Any provision of the Act or rules and regulations made thereunder which apply in relation to a private company limited by shares incorporated under the Act shall, in the absence of any express provision to the contrary, apply in relation to a single member company as it applies in relation to such a company which is formed by two or more persons or which has two or more persons as members and the provisions contained in part I of Table A of First Schedule in the Act shall be deemed part of these articles of association in so far as these are not inconsistent with or repugnant to the provisions contained herein below. SINGLE MEMBER COMPANY 4. The company is a single member company and as such being a private company limited by shares— (a) it shall not invite the public to subscribe for any shares of the company; (b) the company shall not register any share(s) in the name of two or more persons to hold one or more shares jointly; and (c) number of the members of the company shall be limited to one. SHARES 5. The company may alter its share capital in accordance with section 85. 6. Share certificate shall be issued under the seal of the Company and shall be signed by the member director or the non-member director, as the case may be. TRANSFER AND TRANSMISSION OF SHARES 7. The company shall not transfer all of the shares of a single member to two or more persons or part of shares of single member to other person(s) or allot further shares to any person other than the single member or, at any time, allow transfer of shares or allotment of shares or both resulting in number of members to become two or more, except for change of status from single member company to private company and to alter its articles accordingly. 8. The single member may transfer all of his shares to a single person whereby the company shall remain a single member company as it was before such transfer. 9. The sole member shall nominate a person who, in the event of death of the sole member, shall be responsible to.— (a) transfer the shares to the legal heirs of the deceased subject to succession to be determined under the Islamic law of inheritance and in case of a non-Muslim members, as per their respective law; and (b) manage the affairs of the company as a trustee, till such time the title of shares are transferred: Provided that where the transfer by virtue of the above provision is made to more than one legal heir, the company shall cease to be a single member company and comply with the provisions of section 47 of the Act. CHANGE OF STATUS 10. The company may convert itself from single member private company to a private company in accordance with the provisions of section 47. MEETINGS, VOTES AND ELECTION OF DIRECTORS 11. All the requirements of the Act regarding calling of, holding and approval in general meeting, board meeting and election of directors in case of a single member company, shall be deemed complied with; if the decision is recorded in the relevant minutes book and signed by the sole member or sole director as the case may be. DIRECTOR(S) 12. The company shall always have the sole member or in case it is not a natural person its nominee, as a director but it may have such number of other director(s) who fulfil the conditions as specified in section 153. 13. The board shall not have the power to remove the member director provided that where the sole member is not a natural person, it may change its nominee. 14. The sole member shall have the power to remove any director, chief executive or secretary through a resolution. 15. The director(s) shall appoint a chief executive in accordance with the provisions of sections 186 and 187. 16. The directors may hold their meetings through tele or video link provided that the minutes of such meeting are approved and signed subsequently by all the directors. 17. The directors shall cause records to be kept and minutes to be made in book or books with regard to— (a) all resolutions and proceedings of the meeting(s) of directors and Committee(s) of directors, and every director present at any meeting of directors or Committee of directors shall put his signatures in a book to be kept for that purpose; (b) recording the names of the persons present at each meeting of the directors and of any committee of the directors, and the general meeting; and (c) all orders made by the directors and Committee(s) of directors: Provided that all records related to proceedings through video-link shall be maintained in accordance with the relevant regulations specified by the Commission which shall be appropriately rendered into writing as part of the minute books according to the said regulations. SECRETARY 18. The company may appoint a secretary who shall be responsible for discharge of duties and functions normally discharged by a secretary under the corporate laws and secretarial practice. CONTRACTS WITH THE SINGLE MEMBER 19. Where a single member company enters into a contract with the single member of the company, the single member company shall, unless the contract is in writing, ensure that the terms of the contract are forthwith set out in a written memorandum or are recorded in the minutes of the first meeting of the directors of the company following the making of the contract. DIVIDENDS AND RESERVES 20. The company may declare dividends and pay in accordance with the provisions of the Act. ACCOUNTS 21. The director(s) shall cause to keep proper books of account in accordance with the provisions of section 220. 22. Auditors shall be appointed and their duties regulated in accordance with the provisions of sections 246 to 249. THE SEAL 23. The director shall provide for 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 authorized in that behalf by the member director or the non-member director and in the presence of at least member director or the non-member director and of the secretary or such other person as the directors may appoint for the purpose and the member director or the non-member director and the secretary or other person as aforesaid shall sign every instrument to which the seal of the company is affixed in their presence. WINDING UP 24. The company shall follow, in case of its winding up, the relevant provisions of the Act. INDEMNITY 25. Every officer or 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 487 in which relief is granted to him by the Court. I, whose name and address is subscribed below, am desirous of forming a company in pursuance of these articles of association and agree to take the number of shares in the capital of the company as set opposite my name: Name NIC No. Father's/ Nationality Usual Number of and (in case of Husband's (ies) with residential ad shares taken by surname foreigner, Name in any former dress in full or the subscriber (present Passport full Nationality the (in figures and n & No) o re g i s t e r e d / words) e ita r u for m er) p r i n c i p a l ta p u n in full c office address g c iS O for a subscriber other than natural person Dated the____________ day of_________________, 20____ Witness to above signatures: (For the documents submitted in physical form) Signatures Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted online) (Digital Signature Certificate Provider) Name: Address: TABLE B (See section 41) MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES 1. The name of the company is “ABC Textile Limited/(Private) Limited/(SMC-Private) Limited”. 2. The registered office of the company will be situated in the Province of Sindh. 3. (i) The principal line of business of the company shall be to carry-out the manufacturing, sale, import and export of textiles. (ii) Except for the businesses mentioned in sub-clause (iii) hereunder, the company shall engage in all the lawful businesses and shall be authorized to take all necessary steps and actions in connection therewith and ancillary thereto. (iii) Notwithstanding anything contained in the foregoing sub-clauses of this clause nothing contained herein shall be construed as empowering the Company to undertake or indulge, directly or indirectly in the business of a Banking Company, Non-banking Finance Company (Mutual Fund, Leasing, Investment Company, Investment Advisor, Real Estate Investment Trust management company, Housing Finance Company, Venture Capital Company, Discounting Services, Microfinance or Microcredit business), Insurance Business, Modaraba management company, Stock Brokerage business, forex, real estate business, managing agency, business of providing the services of security guards or any other business restricted under any law for the time being in force or as may be specified by the Commission. (iv) It is hereby undertaken that the company shall not: (a) engage in any of the business mentioned in sub-clause (iii) above or any unlawful operation; (b) launch multi-level marketing (MLM), Pyramid and Ponzi Schemes, or other related activities/businesses or any lottery business; (c) engage in any of the permissible business unless the requisite approval, permission, consent or licence is obtained from competent authority as may be required under any law for the time being in force. 4. The liability of the members is limited. 5. The authorized capital of the company is Rs.1,000,000/- (Rupees one Million only) divided into 100,000 (one hundred thousand) ordinary shares of Rs.10/- (Rupees ten only) each. We, the several persons whose names and addresses are subscribed below, 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 as set opposite our respective names: Name and NIC No. Father's/ Nationality Usual Number of surname (in case of Husband's (ies) with residential a shares taken by (present & foreigner, Name in full any former ddress in full each subscriber former) in Passport Nationality or the (in figures and full (in No) n registered/ words) o s e B l o c k ita pr in c ip a l r u L e t te r s ) p o ff ic e ta u n c address for a g c iS O subscriber other than natural person Total number of shares taken (in figures and words) Dated the____________ day of_________________, 20___ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: (Applicable in case of single member company) I, whose name and address is subscribed below, am desirous of forming a company in pursuance of this memorandum of association and agree to take the number of shares in the capital of the company as set opposite my name: Number of shares Name NIC No. Father's/ Nationality Usual taken by the and (in case of Husband's (ies) with residential a subscriber (in figures surnam foreigner, Name in any former ddress in full and words) e Passport full Nationality or the (pre s ent No) n re g i st e r e d / o e ita r & p ri n c i p a l u ta p former) u office n c g in full c address for a iS O (in subscriber Block other than Letters) natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: TABLE C (See section 41) MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION 1. The name of the company is “The ABC Hospital (Guarantee) Limited.” 2. The registered office of the company will be situated in the Province of Baluchistan. 3. (i) The principal line of business of the company shall be to establish, run and manage hospitals. (ii) Except for the businesses mentioned in sub-clause (iii) hereunder, the company shall engage in all the lawful businesses and shall be authorized to take all necessary steps and actions in connection therewith and ancillary thereto. (iii) Notwithstanding anything contained in the foregoing sub-clauses of this clause nothing contained herein shall be construed as empowering the Company to undertake or indulge, directly or indirectly in the business of a Banking Company, Non-banking Finance Company (Mutual Fund, Leasing, Investment Company, Investment Advisor, Real Estate Investment Trust management company, Housing Finance Company, Venture Capital Company, Discounting Services, Microfinance or Microcredit business), Insurance Business, Modaraba management company, Stock Brokerage business, forex, real estate business, managing agency, business of providing the services of security guards or any other business restricted under any law for the time being in force or as may be specified by the Commission. (iv) It is hereby undertaken that the company shall not: (a) engage in any of the business mentioned in sub-clause (iii) above or any unlawful operation; (b) launch multi-level marketing (MLM), Pyramid and Ponzi Schemes, or other related activities/businesses or any lottery business; (c) engage in any of the permissible business unless the requisite approval, permission, consent or licence is obtained from competent authority as may be required under any law for the time being in force. 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 afterwards, 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 and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding …………………… rupees. We, the several persons whose names and addresses are subscribed below, are desirous of being formed into a company, in pursuance of this memorandum of association: Name and NIC No. (in Father's/ Nationality(ies) Usual surname case of Husband's with any former residential address (present & foreigner, Name in Nationality n in full or the s o e for m e r) in fu ll Passport No) full ita r eg i st e r ed / r u p ta ( in B l o c k u pr in ci p a l o ff i c e n c g Letters) c address for a iS O subscriber other than natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: (Applicable in case of single member company) I, whose name and address is subscribed below, am desirous of forming a company in pursuance of this memorandum of association: Name NIC No. Father's/ Nationality(ies) Usual and (in case of Husband's with any former residential address s u r n a m e f o re i g n e r , Na m e in Nationality i n f u l l o r t h e n o e ( p r e s e n t P a s s p o r t f ul l ita r e g i s t e r e d / p r i n c ip a l r u & N o ) o f f i c e a d d r e s s f o r a ta p u n former) c subscriber other than g c iS in full (in O natural person Block Letters) Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL INTERPRETATION 1. (1) In these articles — • section — section of the Act • the Act — the Companies Act, 2017 • the seal — the common seal or official seal of the company as the case may be. (2) Unless the context otherwise requires, words or expressions contained in these articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. MEMBERS 2. The number of members with which the company proposes 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. GENERAL MEETINGS 4. A general meeting, to be called annual general meeting, shall be held within sixteen months from the date of incorporation of the company and thereafter once at least in every year within a period of one hundred and twenty days following the close of its financial year as may be determined by the directors. 5. All general meetings other than annual general meetings shall be called extraordinary general meetings. 6. The directors may, whenever they think fit, call an extraordinary general meeting. PROCEEDINGS AT GENERAL MEETINGS 7. All business shall except the businesses stated in sub-section (2) of section 134 shall be deemed special that is transacted at a general meeting. 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 otherwise provided, three members present in person or through video-link who represent not less than twenty five per cent of the total voting power either of their own account or as proxies in person, 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 at 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. At any general meeting a resolution put to the vote to the meeting shall be decided on a show of hands and 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 or against the resolution. 13. In the case of an equality of votes, the chairman of the meeting shall have and exercise a second or casting vote. VOTES OF MEMBERS 14. Every member shall have one vote. 15. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, by his committee or other legal guardian, and any such committee or guardian may, vote by proxy. 16. No member shall be entitled to vote at any general meeting unless all moneys presently payable by him to the company have been paid. 17. (1) Votes may be given on any matter by the members either personally or through video-link or by proxy or by means of postal ballot. (2) At any general meeting, the company shall transact such businesses only through postal ballot as may be notified by the Commission. 18. (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. 19. 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. 20. 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. DIRECTORS 21. The following subscribers of the memorandum of association shall be the first directors of the company, so, however, that the number of directors shall not in any case be less than that specified in section 154 and they shall hold office until the election of directors in the annual general meeting: 1. ab 2. cd 3. ef 4. gh ELECTION OF DIRECTORS 22. (i) The directors of the company shall be elected in accordance with provisions of sub-sections (1) to (4) of section 159 of the Act, in the following manner: (a) the directors of the company shall be elected by the members of the company in general meeting; (b) each member shall have votes equal to the number of directors to be elected; (c) a member may give all his votes to a single candidate or divide them, not being in fractions, between more than one of the candidates in such manner as he may choose; and (d) the candidate who gets the highest number of votes shall be declared elected as director and then the candidate who gets the next highest number of votes shall be so declared and so on until the total number of directors to be elected has been so elected. (ii) If the number of persons who offer themselves to be elected is not more than the number of directors fixed by the directors under sub- section (1) of section 159, all persons who offered themselves shall be deemed to have been elected as directors. POWER AND DUTIES OF DIRECTORS 22. 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 Act required to be exercised by the company in general meeting. PROCEEDINGS OF DIRECTORS 23. (1) The Directors may meet for the dispatch 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. 24. (1) Save as otherwise expressly provided in the Act, questions arising at any meeting of the directors shall be decided by a majority of votes. (2) In case of any equality of votes, the chairman shall have and exercise a second or casting vote. 25. The continuing directors may act notwithstanding any vacancy but, if and so long as their number is reduced below the minimum fixed by the Act, 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. 26. (1) The directors may elect a chairman and determine the period for which he is to hold office within the limits prescribed by the Act. (2) If no such chairman is elected, or if at any meeting the Chairman is not present within fifteen 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. 27. 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. 28. At least one-third (1/3rd) of the total number of directors or two (2) directors whichever is higher, for the time being of the company, present personally or through video-link, shall constitute a quorum. 28. 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. MINUTE BOOKS 29. The directors shall cause records to be kept and minutes to be made in book or books with regard to— (a) all resolutions and proceedings of general meeting(s) and the meeting(s) of directors and committee(s) of directors, and every member present at any general meeting and every director present at any meeting of directors or committee of directors shall put his signature in a book to be kept for that purpose; (b) recording the names of the persons present at each meeting of the directors and of any committee of the directors, and the general meeting; and (c) all orders made by the directors and committee(s) of directors: Provided that all records related to proceedings through video-link shall be maintained in accordance with the relevant regulations specified by the Commission which shall be appropriately rendered into writing as part of the minute books according to the said regulations. CHIEF EXECUTIVE 30. Subject to the provisions of the Act, 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 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 authorized 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 as aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence. We, the several persons whose names and addresses are subscribed below, are desirous of being formed into a company, in pursuance of these articles of association: Name and NIC No. Father's/ Nationality(ies) Usual surname (in case of Husband's with any former residential address (present & foreigner, Name in Nationality n in full or the s o e for m e r) in fu ll Pa ss p o rt full ita r e g i s te r e d r u p ta ( in B l o c k N o ) u /pri n c i p a l o f f ice n c g Letters) c address for a iS O subscriber other than natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: (Applicable in case of single member company) I, whose name and address is subscribed below, am desirous of forming a company in pursuance of these articles of association: Name and NIC No. (in Father's/ Nationality(ies Usual su r n a m e c a s e o f H us b a n d 's ) w i t h a n y r e s i d e n ti a l a d d r e s s n o e ( p r e s e n t & fo r e i g n e r , N am e in fu l l f o r m e r ita i n f u l l o r t h e r u f o r m e r ) i n Pa s s p o r t N o ) N a t i o n a l i t y r e g i s t e r e d / p r i n c i p a l ta p u n full (in c office address for a g c iS Block O subscriber other than Letters) natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature F ull Name (in Block Letters) F ather’s/ Husband’s name N ationality O ccupation N IC No. U sual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: TABLE D [See section 41] MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION 1. The name of the company is “The ABC Hospital (Guarantee) Limited.” 2. The registered office of the company will be situated in the Province of Baluchistan. 3. (i) The principal business of the company shall be to establish, run and manage hospitals. (ii) Except for the businesses mentioned in sub-clause (iii) hereunder, the company shall engage in all the lawful businesses and shall be authorized to take all necessary steps and actions in connection therewith and ancillary thereto. (iii) Notwithstanding anything contained in the foregoing sub-clauses of this clause nothing contained herein shall be construed as empowering the Company to undertake or indulge, directly or indirectly in the business of a Banking Company, Non-banking Finance Company (Mutual Fund, Leasing, Investment Company, Investment Advisor, Real Estate Investment Trust management company, Housing Finance Company, Venture Capital Company, Discounting Services, Microfinance or Microcredit business), Insurance Business, Modaraba management company, Stock Brokerage business, forex, real estate business, managing agency, business of providing the services of security guards or any other business restricted under any law for the time being in force or as may be specified by the Commission. (iv) It is hereby undertaken that the company shall not: a. engage in any of the business mentioned in sub-clause (iii) above or any unlawful operation; b. launch multi-level marketing (MLM), Pyramid and Ponzi Schemes, or other related activities/businesses or any lottery business; c. engage in any of the permissible business unless the requisite approval, permission, consent or licence is obtained from competent authority as may be required under any law for the time being in force. 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 afterwards, 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 and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding ___________rupees. 6. The authorized capital of the company is Rs.1,000,000/- (Rupees one Million only) divided into 100,000 (one hundred thousand) ordinary shares of Rs.10/- (Rupees ten only) each. We, the several persons whose names and addresses are subscribed below, 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 as set opposite our respective names: Number Name NIC No. Father's/ Nationality Usual of shares and (in case Husband's (ies) with residential address taken by s u r n a m e o f Na m e in an y fo r m e r i n f u l l o r t h e n t h e s ( p r e s e n t f o re i g n e r , f ul l N a ti o n a li ty o r e g i s t e r e d / p r i n c i p a l e ita s u b s c r i b e r r u & P a s s p o r t p o f fi c e a d d r e s s f o r a ta u ( i n f i g u re s n former) No) c subscriber other g c and iS in full (in O than natural person words) Block Letters) Total number of shares taken (in figures and words) Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: (Applicable in case of single member company) I, whose name and address is subscribed below, am desirous of forming a company in pursuance of this memorandum of association and agree to take the number of shares in the capital of the company as set opposite my name: Number of shares Name and NIC No. Father's/ Nationality( Usual taken by the surname (in case Husband's ies) with residential a subscriber (in (present & of Name in any former ddress in full figures and words) former) in foreigne full Nationality or the f ul l ( i n r, n re g i s t e r e d / o e ita r B l o c k Pass p ort p r i n c i p a l u ta p Letters) No) u office n c g c address for a iS O subscriber other than natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL PRELIMINARY 1. (1) In these regulations— • section — section of the Act • the Act — the Companies Act, 2017; and • the seal — the common seal or official seal of the company as the case may be. (2) Unless the context otherwise requires, words or expressions contained in these regulations shall have the same meaning as in the Act; and words importing the singular shall include the plural, and vice versa, and words importing the masculine gender shall include feminine, and words importing persons shall include bodies corporate. 2. 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. 3. All the regulations in Table A of this Schedule shall be deemed to be incorporated with these articles and shall apply to the company. We, the several persons whose names and addresses are subscribed below, are desirous of being formed into a company, in pursuance of these articles of association, and we respectively agree to take the number of shares in the capital of the company as set opposite our respective names: Number Name and NIC No. Father's/ Nationality( Usual of shares surname (in case Husband's ies) with residential address taken by (present of Name in any former in full or the t h e & former) foreigner full Nationality n registered/ principal s o sub s c r ibe e in fu ll (i n , Pa s sp ort ita o f f i c e a d d re ss f o r a r u p r (in ta B lo c k N o ) u s u b s c r i b e r o th e r th a n n c figures g Letters) c natural person iS O and words) Total number of shares taken (in figures and words) Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: (Applicable in case of single member company) I, whose name and address is subscribed below, am desirous of forming a company in pursuance of these articles of association and agree to take the number of shares in the capital of the company as set opposite my name: Number of Name NIC No. (in Father's/ Nationality( Usual shares and case of Husband's ies) with residential add taken by surname foreigner, Name in any former ress in full or t h e (pre s ent Passport No) full Nationality n th e o s u b s c r i b e r e ita r & regis te r ed/ u (i n f i g u re s ta p former) u principal office n c and words) g in full c address for a iS O subscriber other than natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: TABLE E (See section 41) MEMORANDUM AND ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION 1. The name of the company is “Khyber Fruit Products Company Unlimited”. 2. The registered office of the company will be situated in the Province of Sindh. 3. (i) The principal line of business of the company shall be preservation, canning and marketing of fruit and fruit products. (ii) Except for the businesses mentioned in sub-clause (iii) hereunder, the company shall engage in all the lawful businesses and shall be authorized to take all necessary steps and actions in connection therewith and ancillary thereto. (iii) Notwithstanding anything contained in the foregoing sub-clauses of this clause nothing contained herein shall be construed as empowering the Company to undertake or indulge, directly or indirectly in the business of a Banking Company, Non-banking Finance Company (Mutual Fund, Leasing, Investment Company, Investment Advisor, Real Estate Investment Trust management company, Housing Finance Company, Venture Capital Company, Discounting Services, Microfinance or Microcredit business), Insurance Business, Modaraba management company, Stock Brokerage business, forex, real estate business, managing agency, business of providing the services of security guards or any other business restricted under any law for the time being in force or as may be specified by the Commission. (iv) It is hereby undertaken that the company shall not: (a) engage in any of the business mentioned in sub-clause (iii) above or any unlawful operation; (b) launch multi-level marketing (MLM), Pyramid and Ponzi Schemes, or other related activities/businesses or any lottery business; (c) engage in any of the permissible business unless the requisite approval, permission, consent or licence is obtained from competent authority as may be required under any law for the time being in force. 4. The liability of the members is unlimited. 5. The authorized capital of the company is Rs.1,000,000/- (Rupees one Million only) divided into 100,000 (one hundred thousand) ordinary shares of Rs.10/- (Rupees ten only) each. We, the several persons whose names and addresses are subscribed below, 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 as set opposite our respective names: Number Name and NIC No. Father's/ Nationality(i Usual of shares surname (in case Husband' es) with any residential address taken by (present of s Name former in full or the t h e & former) foreigner, in full Nationality n registered/principal s o sub s c r ibe e in fu ll (i n Pa ss p o rt ita of f ic e a d d re s s fo r a r u p r (in ta B lo c k N o ) u s u b s c r ib e r o t h e r n c figures g Letters) c than natural person iS O and words) Total number of shares taken (in figures and words) Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: (Applicable in case of single member company) I, whose name and address is subscribed below, am desirous of forming a company in pursuance of this memorandum of association and agree to take the number of shares in the capital of the company as set opposite my name: Number of Name and NIC No. Father's/ Nationality( Usual shares taken surname (in case of Husband' ies) with residential by the (present & foreigner, s Name any former address in full or subscriber fo r m e r ) i n Pa ss p o rt in full Nationality n o th e ( in f ig u r e s e f u l l ( i n N o ) ita r a n d w o r d s ) u r e g i s t e r e d / ta B l o c k p u n c pr i n c i p a l o f f i c e g L e t t e r s ) c iS O a d d r e s s f o r a subscriber other than natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY PRILIMINARY 1. (1) In these regulations− • section — section of the Act • the Act — the Companies Act, 2017; and • the seal — the common seal or official seal of the company as the case may be. (2) Unless the context otherwise requires, words or expressions contained in these regulations shall have the same meaning as in the Act; and words importing the singular shall include the plural, and vice versa, and words importing the masculine gender shall include feminine, and words importing persons shall include bodies corporate. 2. All the regulations in Table A of this Schedule shall be deemed to be incorporated with these articles and shall apply to the company. We, the several persons whose names and addresses are subscribed below, are desirous of being formed into a company, in pursuance of these articles of association, and we respectively agree to take the number of shares in the capital of the company as set opposite our respective names: Number of Name and NIC No. Father's/ Nationality(ies Usual shares taken surname (in case Husband' ) with any residential by the (present & of s Name former address in full subscriber (in fo r m e r ) i n f o re i g n e r , in full Nationality o r t h e n fig u re s a n d s f u l l ( i n P a s s p o r t o re g i s t e r e d / e ita w o r d s ) r u B l o c k N o ) p p r i n c i p a l ta u n Letters) c office address g c iS O for a subscriber other than natural person Total number of shares taken (in figures and words) Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: (Applicable in case of single member company) I, whose name and address is subscribed below, am desirous of forming a company in pursuance of these articles of association and agree to take the number of shares in the capital of the company as set opposite my name: Number of Name and NIC No. Father's/ Nationality(i Usual residential shares taken surname (in case Husband' es) with any address in full or b y t h e ( p r e se n t & o f s N a m e f o rm e r n th e re g is t e r e d / o s u b s c r ib e r e ita r f o r m e r) i n fore ig n er, i n f u ll Na t io na l i ty p ri n c ip a l o f f i c e u (i n f i g u r e s ta p full (in Passport u address for a n c and words) g Block No) c subscriber other iS O Letters) than natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: TABLE F (See section 42) MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LICENCED UNDER SECTION 42 [A company set up under Section 42 of the Companies Act, 60[2017]] MEMORANDUM OF ASSOCIATION I. The name of the company is “XYZ Association”. II. The registered office of the company will be situated in the Province of Baluchistan. III. The object for which the company is established, are as follows: (1) To promote education in the country by establishing, maintaining, assisting, running and managing schools and colleges for the low income segment in society in rural and urban areas. (2) To …………… (3) To …………… IV. In order to achieve its object, the company shall exercise the following powers: (1) To appeal, solicit or accept contributions, donations, grants and gifts, in cash or in kind, from lawful sources and to apply the same or income thereof for the objects of the company. (2) To open and operate bank accounts in the name of the company and to draw, make, accept, endorse, execute and issue promissory notes, bills, cheques and other instruments. (3) To acquire, alter, improve, charge, take on lease, exchange, hire, sell, let or otherwise dispose of any movable or immovable property and any rights and privileges whatsoever for any of the objects or purposes specified herein above. Provided that the company shall not undertake the business of real estate or housing schemes. (4) To borrow or raise money, with or without security, required for the purposes of the company upon such terms and in such manner as may be determined by the company for the promotion of its objects. (5) To mortgage the assets of the company and / or render guarantee for the performance of any contract made, discharge of any obligation incurred or repayment of any moneys borrowed by the company. 60 Substituted the expression “2016” vide S.R.O. 732(I)/2018 dated 7th June, 2018 (6) To purchase, sell, exchange, take on lease, hire or otherwise acquire lands, construct, maintain or alter any building and any other moveable or immovable properties or any right or privileges necessary or convenient for the use and purposes of the company. (7) To nominate delegates and advisors to represent the company at conferences, government bodies and other gatherings. (8) To co-operate with other charitable trusts, societies, associations, institutions or companies formed for all or any of these objects and statutory authorities operating for similar purposes and to exchange information and advice with them. (9) To pay out of the funds of the company the costs, charges and expenses of and incidental to the formation and registration of the company. (10) To invest the surplus moneys of the company not immediately required, in such a manner as may from time to time be determined by the company. (11) To create, establish, administer and manage funds including endowment fund conducive for the promotion of the objects of the company. (12) To enter into agreements, contracts and arrangements with organizations, institutions, bodies and individuals for the purpose of carrying out the functions and activities of the company. (13) To take such actions as are considered necessary to raise the status or to promote the efficiency of the company. (14) To conduct, hold and arrange symposia, seminars, conferences, lectures, workshops and dialogue and to print, publish and prepare journals, magazines, books, circulars, reports, catalogues and other works relating to any of the objects of or to the work done by the company, subject to the permission, if required of the relevant authorities (15) To do all other such lawful acts and things as are incidental or conducive to the attainment of the above objects or any one of them. V. 61[The company shall achieve the above said objects subject to the conditions specified in Associations with Charitable and Not for Profit Objects Regulations, 2018 and any additional condition mentioned in the license.] 61 Substituted vide S.R.O. 732(I)/2018 dated 7th June, 2018. The substituted paragraph V was read as under: V. The company shall achieve the above said objects subject to the following conditions:— (1) The company is formed as a public company limited by guarantee. (2) Payment of remuneration by the company or its subsidiary entity for services or otherwise to members of the company or to their family members whether holding an office in the company or its subsidiary or not, shall be prohibited provided that the prohibition shall continue to apply for a period of five years after a member quits from his membership of the company. (3) No change in the Memorandum and Articles of Association shall be made except with the prior approval of the Securities and Exchange Commission of Pakistan. (4) Patronage of any government or authority, express or implied, shall not be claimed unless such government or authority has signified its consent thereto in writing. (5) The company shall not itself set up or otherwise engage in industrial and commercial activities or in any manner function as a trade organization. (6) The company shall not exploit or offend the religious susceptibilities of the people. (7) The company shall not, directly or indirectly, participate in any political campaign for elective public office or other political activities akin to those of a political party or contribute any funds or resources to any political party or any individual or body for any political purpose. (8) The subscribers to the Memorandum and Articles of Association of the company shall continue to be the members of the company unless allowed by the Commission on application to quit as members. (9) The company shall not appoint any person as director or chief executive unless he meets the fit and proper criteria as specified by the Commission from time to time. (10) The company in all its letterheads, documents, sign boards, and other modes of communication, shall with its name, state the phrase “A company set up under section 42 of the Companies Act, 2017.” (11) The income and any profits of the company, shall be applied solely towards the promotion of objects of the company and no portion thereof shall be distributed, paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to the members of the company or their family members. (12) The company shall not appeal, solicit, receive or accept funds, grants, contributions, donations or gifts, in cash or in kind, from foreign sources except with the prior permission, clearance or approval from the relevant public authorities as may be required under any relevant statutory regulations and laws. No funds shall be received otherwise than through proper banking channels i.e., through crossed cheque, pay-order, bank draft. (13) The company shall close its accounts on 30th of June each year. (14) The company shall make no investment, whatsoever, in its associated companies except with the prior approval of the Commission and subject to such conditions as it may deem fit to impose. (15) The company shall not undertake any trading activities and shall conform to relevant statutory regulations and laws. (16) Notwithstanding anything stated in any object clause, the company shall obtain such other licences, permissions, or approvals of the relevant public authorities as may be required under any relevant statutory regulations and laws for the time being in force, to carry out its specific object. (17) The company shall comply with such conditions as may be imposed by the Securities and Exchange Commission of Pakistan from time to time. VI. The territories to which the object of the company shall extend are declared to include whole of Pakistan. VII. The liability of the members is limited. VIII. Every member of the company undertakes that he shall 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 or liabilities of the company contracted before he ceases to be a member and the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves 62[an amount of rupees_________ but not less than one hundred thousand rupees or such other amount as may be notified by the Commission]. IX. 63[…] X. In the case of winding up or dissolution of the company, any surplus assets or property, after the satisfaction of all debts and liabilities, shall not be paid or disbursed among the members, but shall be given or transferred to some other company established under section 42 of the Companies Act, 2017, preferably having similar or identical objects to those of the company and with the approval required under the relevant provisions of the Income Tax Act, 2001 and under intimation to the Securities and Exchange Commission of Pakistan. We, the several, persons whose names and addresses are subscribed below are desirous of being formed into a company in pursuance of this memorandum of association:— 62 Substituted expression “such amount as may be required but not exceeding Rs.100,000/- (Rupees One Hundred Thousand Only)” vide S.R.O. 732(I)/2018 dated 7th June, 2018. 63 Omitted vide S.R.O. 732(I)/2018 dated 7th June, 2018. The omitted paragraph IX was read as under: IX. On the revocation of licence of a company under section 42 of the Companies Act, 2017, by the Commission: (a) the company shall stop all its activities except the recovery of money owed to it, if any; (b) the company shall not solicit or receive donations from any source; and (c) all the assets of the company after the satisfaction of all debts and liabilities, shall be transferred to another company licenced under section 42 of the Companies Act, 2017, preferably having similar or identical objects to those of the company, within ninety days from the revocation of the licence or such extended period as may be allowed by the Commission: Provided that a reasonable amount to meet the expenses of voluntary winding up or making an application to the registrar for striking the name of the company off the register may be retained by the company. Name and NIC No. (in Father's/ Nationality(ies) Usual residential surname case of Husband's with any address in full or the n s (present foreigner, Name in former o registered/ principal e ita r & former) Passport No) full Nationality office address for a u p ta in full u subscriber other than n c g c iS O natural person (in Block Letters) Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address 64[…] [A company set up under Section 42 of the Companies Act, 2017] ARTICLES OF ASSOCIATION 1. In these Articles, unless the context or the subject matter otherwise requires: • the company — ‘XYZ Association’ • the office — the registered office for the time being of the company. 64 Omitted vide S.R.O. 732(I)/2018 dated 7th June, 2018. The omitted expression was read as under: Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address • the seal — the common seal or official seal of the company as the case may be • the Act — the Companies Act, 2017 • the Commission — the Securities and Exchange Commission of Pakistan • the registrar — the registrar of companies as defined in the Companies Act, 2017 • the register — the register of the members to be kept in pursuant to section 119 of the Act • chief executive — the chief executive of the company • secretary — the company secretary of the company • memorandum — the memorandum of association of the company • articles — the articles of association of the company • board — the board of directors of the company This is the official statutory text, shown as written — it is not a paraphrase or a legal opinion. Consult a verified lawyer to see how it applies to your specific situation.

FIRST SCHEDULE TABLE A (See sections 2 and 36) PART I REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES PRELIMINARY 1. (1) In these regulations— (a) “section” means section of the Act; (b) “the Act” means the Companies Act, 2017; and (c) “the seal” means the common seal or official seal of the company as the case may be. (2) Unless the context otherwise requires, words or expressions contained in these regulations shall have the same meaning as in this Act; and words importing the singular shall include the plural, and vice versa, and words importing the masculine gender shall include feminine, 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 19 if, and so far as, those restrictions are binding upon the company. SHARES 3. In case of shares in the physical form, every person whose name is entered as a member in the register of members shall, without payment, be entitled to receive, within thirty days after allotment or within fifteen 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 if the shares are in book entry form or in case of conversion of physical shares and other transferable securities into book-entry form, the company shall, within ten days after an application is made for the registration of the transfer of any shares or other securities to a central depository, register such transfer in the name of the central depository. 4. The company shall not be bound to issue more than one certificate in respect of a share or shares in the physical form, held jointly by several persons and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. 5. If a share certificate in physical form is defaced, lost or destroyed, it may be renewed on payment of such fee, if any, not exceeding one hundred rupees, 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. 6. Except to the extent and in the manner allowed by section 86, 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 7. The instrument of transfer of any share in physical form 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. 8. Shares in physical form in the company shall be transferred in the following form, or in any usual or common form which the directors shall approve:— Form for Transfer of Shares (First Schedule to the Companies Act, 2017) I……………... s/o ........................r/o...................... (hereinafter called “the transferor”) in consideration of the sum of rupees ............................ paid to me by.....……………......... s/o ........................r/o...................... (hereinafter called “the transferee”), do hereby transfer to the said transferee....................the share (or shares) with distinctive numbers from ………….....to...................inclusive, in the.............................Limited, to hold unto the said transferee, his executors, administrators 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.............................., 20..... Signature ………………… Signature ………………… Transferor Transferee Full Name, Father’s / Husband’s Name Full Name, Father’s / Husband’s Name CNIC Number (in case of foreigner, CNIC Number (in case of foreigner, Passport Number) Passport Number) Nationality Nationality Occupation and usual Residential Occupation and usual Residential Address Address Cell number Landline number, if any Email address Witness 1: Witness 2: Signature………………..date Signature………………..date ………… ………… Name, CNIC Number and Full Name, CNIC Number and Full Address Address Bank Account Details of Transferee for Payment of Cash Dividend (Mandatory in case of a listed company or optional for any other company) It is requested that all my cash dividend amounts declared by the company, may be credited into the following bank account: Tile of Bank Account Bank Account Number Bank’s Name Branch Name and Address It is stated that the above mentioned information is correct and that I will intimate the changes in the above-mentioned information to the company and the concerned Share Registrar as soon as these occur. ………………………………. Signature of the Transferee(s) 9. (1) Subject to the restrictions contained in regulation 10 and 11, the directors shall not refuse to transfer any share 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 Act. The directors may, in case of shares in physical form, decline to recognise any instrument of transfer unless— (a) a fee not exceeding fifty rupees as may be determined by the directors is paid to the company in respect thereof; and (b) the duly stamped 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. (2) If the directors refuse to register a transfer of shares, they shall within fifteen days 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. Provided that the company shall, where the transferee is a central depository the refusal shall be conveyed within five days from the date on which the instrument of transfer was lodged with it notify the defect or invalidity to the transferee who shall, after the removal of such defect or invalidity, be entitled to re-lodge the transfer deed with the company. TRANSMISSION OF SHARES 10. The executors, administrators, heirs, or nominees, as the case may be, of a deceased sole holder of a share shall be the only persons recognised by the company to deal with the share in accordance with the law. 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 to deal with the share in accordance with the law. 11. The shares or other securities of a deceased member shall be transferred on application duly supported by succession certificate or by lawful award, as the case may be, in favour of the successors to the extent of their interests and their names shall be entered to the register of members. 12. A person may on acquiring interest in a company as member, represented by shares, at any time after acquisition of such interest deposit with the company a nomination conferring on a person, being the relatives of the member, namely, a spouse, father, mother, brother, sister and son or daughter, the right to protect the interest of the legal heirs in the shares of the deceased in the event of his death, as a trustee and to facilitate the transfer of shares to the legal heirs of the deceased subject to succession to be determined under the Islamic law of inheritance and in case of non-Muslim members, as per their respective law. 13. The person nominated under regulation 12 shall, after the death of the member, be deemed as a member of company till the shares are transferred to the legal heirs and if the deceased was a director of the company, not being a listed company, the nominee shall also act as director of the company to protect the interest of the legal heirs. 14. A person to be deemed as a member under regulation 11, 12 and 13 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 and exercise any right conferred by membership in relation to meetings of the company. ALTERATION OF CAPITAL 15. The company may, by special resolution— (a) increase its authorised capital by such amount as it thinks expedient; (b) consolidate and divide the whole or any part of its share capital into shares of larger amount than its existing shares; (c) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum; (d) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the share so cancelled. 16. Subject to the provisions of the Act, all new shares shall at the first instance be offered to such persons as at the date of the offer are entitled to such issue 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 letter of offer specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will deem to be declined, and after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he 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 persons entitled to an offer of new shares) cannot, in the opinion of the directors, be conveniently offered under this regulation. 17. 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. 18. The company may, by special 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 section 85; (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. 19. The company may, by special resolution, reduce its share capital in any manner and with, and subject to confirmation by the Court and any incident authorised and consent required, by law. GENERAL MEETINGS 20. The statutory general meeting of the company shall be held within the period required by section 131. 21. A general meeting, to be called annual general meeting, shall be held, in accordance with the provisions of section 132, within sixteen months from the date of incorporation of the company and thereafter once at least in every year within a period of one hundred and twenty days following the close of its financial year. 22. All general meetings of a company other than the statutory meeting or an annual general meeting mentioned in sections 131 and 132 respectively shall be called extraordinary general meetings. 23. The directors may, whenever they think fit, call an extra-ordinary general meeting, and extra-ordinary general meetings shall also be called on such requisition, or in default, may be called by such requisitionists, as provided by section 133. If at any time there are not within Pakistan sufficient directors capable of acting to form a quorum, any director of the company may call an extra-ordinary general meeting in the same manner as nearly as possible as that in which meetings may be called by the directors. 24. The company may provide video-link facility to its members for attending general meeting at places other than the town in which general meeting is taking place after considering the geographical dispersal of its members: Provided that in case of listed companies if the members holding ten percent of the total paid up capital or such other percentage of the paid up capital as may be specified, are resident in any other city, the company shall provide the facility of video-link to such members for attending annual general meeting of the company, if so required by such members in writing to the company at least seven days before the date of the meeting. NOTICE AND PROCEEDINGS OF GENERAL MEETINGS 25. 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 Act for the general meeting, to such persons as are, under the Act or the regulations of the company, entitled to receive such notice 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. 26. All the business transacted at a general meeting shall be deemed special other than the business stated in sub-section (2) of section 134 namely; the consideration of financial statements and the reports of the board and auditors, the declaration of any dividend, the election and appointment of directors in place of those retiring, and the appointment of the auditors and fixing of their remuneration. 27. 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. The quorum of the general meeting shall be— (a) in the case of a public listed company, not less than ten members present personally, or through video-link who represent not less than twenty-five per cent of the total voting power, either of their own account or as proxies; (b) in the case of any other company having share capital, two members pre sent personally, or through video-link who represent not less than twenty-five percent of the total voting power, either of their own account or as proxies. 28. 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. 29. 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 if 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. 30. 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 fifteen 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 any notice of an adjournment or of the business to be transacted at an adjourned meeting. 31. (1) 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 or proportion of the votes recorded in favour of, or against, that resolution. (2) At any general meeting, the company shall transact such businesses as may be notified by the Commission, only through postal ballot. 32. A poll may be demanded only in accordance with the provisions of section 143. 33. If a poll is duly demanded, it shall be taken in accordance with the manner laid down in sections 144 and 145 and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 34. A poll demanded on the election of chairman or on a question of adjournment shall be taken at once. 35. 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. 36. Except for the businesses specified under sub-section (2) of section 134 to be conducted in the annual general meeting, the members of a private company or a public unlisted company (having not more than fifty members), may pass a resolution (ordinary or special) by circulation signed by all the members for the time being entitled to receive notice of a meeting. The resolution by circulation shall be deemed to be passed on the date of signing by the last of the signatory member to such resolution. VOTES OF MEMBERS 37. Subject to any rights or restrictions 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 159 shall apply. On a poll every member shall have voting rights as laid down in section 134. 38. In case of joint-holders, the vote of the senior who tenders a vote, whether in person or by proxy or through video-link 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. 39. 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 or through video link, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. 40. On a poll votes may be given either personally or through videolink, by proxy or through postal ballot: Provided that nobody corporate shall vote by proxy as long as a resolution of its directors in accordance with the provisions of section 138 is in force. 41. (1) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing. (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. 42. An instrument appointing a proxy may be in the following form, or a form as near thereto as may be: INSTRUMENT OF PROXY ……………………………………….………...……………………… Limited “I ………………………….…. s/o ................................. r/o ......................................... being a member of the ………………………………………….. Limited, hereby appoint …………………………… s/o ................................. r/o ......................................... as my proxy to attend and vote on my behalf at the (statutory, annual, extra- ordinary, as the case may be) general meeting of the company to be held on the …………….. day of ……………….., 20…… and at any adjournment thereof.” 43. 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 44. The following subscribers of the memorandum of association shall be the first directors of the company, so, however, that the number of directors shall not in any case be less than that specified in section 154 and they shall hold office until the election of directors in the first annual general meeting: 1. ab 2. cd 3. ef 4. gh 45. The remuneration of the directors shall from time to time be determined by the company in general meeting subject to the provisions of the Act. 46. Save as provided in section 153, no person shall be appointed as a director unless he is a member of the company. POWERS AND DUTIES OF DIRECTORS 47. 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 by the Act 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 Act 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 any prior act of the directors which would have been valid if that regulation had not been made. 48. The directors shall appoint a chief executive in accordance with the provisions of sections 186 and 187. 49. 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. 50. The directors shall duly comply with the provisions of the Act, 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, charges and pledge 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 resolutions and a copy of the register of directors and notifications of any changes therein. MINUTE BOOKS 51. The directors shall cause records to be kept and minutes to be made in book or books with regard to— (a) all resolutions and proceedings of general meeting(s) and the meeting(s) of directors and Committee(s) of directors, and every member present at any general meeting and every director present at any meeting of directors or Committee of directors shall put his signature in a book to be kept for that purpose; (b) recording the names of the persons present at each meeting of the directors and of any committee of the directors, and the general meeting; and (c) all orders made by the directors and Committee(s) of directors: Provided that all records related to proceedings through video-link shall be maintained in accordance with the relevant regulations specified by the Commission which shall be appropriately rendered into writing as part of the minute books according to the said regulations. THE SEAL 52. 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 authorized 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 as aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence. DISQUALIFICATION OF DIRECTORS 53. No person shall become the director of a company if he suffers from any of the disabilities or disqualifications mentioned in section 153 or disqualified or debarred from holding such office under any of the provisions of the Act as the case may be 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 54. The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, as they think fit. A director may, and the secretary on the requisition of a director shall, at any time, summon a meeting of directors. Notice sent to a director through email whether such director is in Pakistan or outside Pakistan shall be a valid notice. 55. 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 is unwilling to act as chairman, the directors present may choose one of their number to be chairman of the meeting. 56. At least one-third (1/3rd) of the total number of directors or two (2) directors whichever is higher, for the time being of the company, present personally or through video-link, shall constitute a quorum. 57. Save as otherwise expressly provided in the Act, every question at meetings of the board shall be determined by a majority of votes of the directors present in person or through video-link, each director having one vote. In case of an equality of votes or tie, the chairman shall have a casting vote in addition to his original vote as a director. 58. The directors may delegate any of their powers not required to be exercised in their meeting to committees consisting of such member or 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. 59. (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. 60. 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 was qualified to be a director. 61. A copy of the draft minutes of meeting of the board of directors shall be furnished to every director within seven working days of the date of meeting. 62. A resolution in writing signed by all the directors for the time being entitled to receive notice of a meeting of the 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 63. 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 159 for a term of three years. 64. A retiring director shall be eligible for re-election. 65. The directors shall comply with the provisions of sections 154 to 159 and sections 161, 162 and 167 relating to the election of directors and matters ancillary thereto. 66. 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 whose place he is chosen was last elected as director. 67. The company may remove a director but only in accordance with the provisions of the Act. DIVIDENDS AND RESERVE 68. The company in general meeting may declare dividends but no dividend shall exceed the amount recommended by the directors. 69. 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. 70. Any dividend may be paid by a company either in cash or in kind only out of its profits. The payment of dividend in kind shall only be in the shape of shares of listed company held by the distributing company. 71. Dividend shall not be paid out of unrealized gain on investment property credited to profit and loss account. 72. 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. 73. (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 Act, 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. 74. 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. 75. (1) Notice of any dividend that may have been declared shall be given in manner hereinafter mentioned 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. (2) Any dividend declared by the company shall be paid to its registered shareholders or to their order. The dividend payable in cash may be paid by cheque or warrant or in any electronic mode to the shareholders entitled to the payment of the dividend, as per their direction. (3) In case of a listed company, any dividend payable in cash shall only be paid through electronic mode directly into the bank account designated by the entitled shareholders. 76. The dividend shall be paid within the period laid down under the Act. ACCOUNTS 77. The directors shall cause to be kept proper books of account as required under section 220. 78. The books of account 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. 79. The directors shall from time to time determine whether and to what extent 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 or papers of the company except as conferred by law or authorised by the directors or by the company in general meeting. 80. The directors shall as required by sections 223 and 226 cause to be prepared and to be laid before the company in general meeting the financial statements duly audited and reports as are referred to in those sections. 81. The financial statements and other reports referred to in regulation 80 shall be made out in every year and laid before the company in the annual general meeting in accordance with sections 132 and 223. 82. A copy of the financial statements and reports of directors and auditors shall, at least twenty-one days preceding the meeting, be sent to the persons entitled to receive notices of general meetings in the manner in which notices are to be given hereunder. 83. The directors shall in all respect comply with the provisions of sections 220 to 227. 84. Auditors shall be appointed and their duties regulated in accordance with sections 246 to 249. NOTICES 85. (1) A notice may be given by the company to any member to his registered address or if he has no registered address in Pakistan to the address, if any, supplied by him to the company for the giving of notices to him against an acknowledgement or by post or courier service or through electronic means or in any other manner as may be specified by the Commission. (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 will be delivered in the ordinary course of post. 86. 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. 87. A notice may be given by the company to the person entitled to a share in consequence of the death or insolvency of a member in the manner provided under regulation 85 addressed to them by name, or by the title or representatives of the deceased, or assignees of the insolvent, or by any like description, at the address, supplied for the purpose by the person claiming to be so entitled. 88. Notice of every general meeting shall be given in the manner hereinbefore authorised to (a) every member of the company 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 receive notice of the meeting, and (c) to the auditors of the company for the time being and every person who is entitled to receive notice of general meetings. WINDING UP 89. (1) In the case of members’ voluntary winding up, with the sanction of a special resolution of the company, and, in the case of creditors’ voluntary winding up, of a meeting of the creditors, the liquidator shall exercise any of the powers given by sub-section (1) of section 337 of the Act to a liquidator in a winding up by the Court including inter-alia 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 the like sanction, vest the 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 90. Every officer or 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 492 in which relief is granted to him by the Court. We, the several persons whose names and addresses are subscribed below, are desirous of being formed into a company, in pursuance of these articles of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names: Name and NIC No. Father's/ Nationality(i Usual Number of surname (in case of Husband's es) with any residential address in shares taken (present & foreigner, Name in former n full or the by each s o e fo r m e r ) i n Pa ss p o rt full Nationality ita r e g i s t e r e d / p ri n c ip a l su b s c r ib e r ( in ru p ta f u ll ( i n N o ) u o f f i c e a d d r es s f o r a fi g u r e s a n d n c g Block c subscriber other than words) iS O Letters) natural person Total number of shares taken (in figures and words) Dated the____________ day of_________________, 20___ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: PART II REGULATIONS FOR MANAGEMENT OF A SINGLE MEMBER PRIVATE COMPANY LIMITED BY SHARES INTERPRETATION 1. In the interpretation of these articles the following expressions shall have the following meanings unless repugnant to or inconsistent with the subject articles— (a) “company” or “this company” means _______________ (SMC- Private) Limited; (b) “directors” or “board of directors” means board of directors consist of only the sole director or more than one directors if so appointed under the relevant provisions of the Act; (c) “member director” means a director who is a member of the company; (d) “non-member director” means an individual who is not a member, but has been nominated under the provisions of the Act (e) “private company” means a private company having two more members; (f) “sole member” means the single member of the company; and (g) “sole director” means the director of the company who is for the time being the only director and includes a non-member director of the company. 2. Unless the context otherwise requires, words or expressions contained in these regulations shall have the same meaning as in the Act; and words importing the singular shall include the plural, and vice versa, and words importing the masculine gender shall include feminine, and words importing persons shall include bodies corporate. PRELIMINARY 3. Any provision of the Act or rules and regulations made thereunder which apply in relation to a private company limited by shares incorporated under the Act shall, in the absence of any express provision to the contrary, apply in relation to a single member company as it applies in relation to such a company which is formed by two or more persons or which has two or more persons as members and the provisions contained in part I of Table A of First Schedule in the Act shall be deemed part of these articles of association in so far as these are not inconsistent with or repugnant to the provisions contained herein below. SINGLE MEMBER COMPANY 4. The company is a single member company and as such being a private company limited by shares— (a) it shall not invite the public to subscribe for any shares of the company; (b) the company shall not register any share(s) in the name of two or more persons to hold one or more shares jointly; and (c) number of the members of the company shall be limited to one. SHARES 5. The company may alter its share capital in accordance with section 85. 6. Share certificate shall be issued under the seal of the Company and shall be signed by the member director or the non-member director, as the case may be. TRANSFER AND TRANSMISSION OF SHARES 7. The company shall not transfer all of the shares of a single member to two or more persons or part of shares of single member to other person(s) or allot further shares to any person other than the single member or, at any time, allow transfer of shares or allotment of shares or both resulting in number of members to become two or more, except for change of status from single member company to private company and to alter its articles accordingly. 8. The single member may transfer all of his shares to a single person whereby the company shall remain a single member company as it was before such transfer. 9. The sole member shall nominate a person who, in the event of death of the sole member, shall be responsible to.— (a) transfer the shares to the legal heirs of the deceased subject to succession to be determined under the Islamic law of inheritance and in case of a non-Muslim members, as per their respective law; and (b) manage the affairs of the company as a trustee, till such time the title of shares are transferred: Provided that where the transfer by virtue of the above provision is made to more than one legal heir, the company shall cease to be a single member company and comply with the provisions of section 47 of the Act. CHANGE OF STATUS 10. The company may convert itself from single member private company to a private company in accordance with the provisions of section 47. MEETINGS, VOTES AND ELECTION OF DIRECTORS 11. All the requirements of the Act regarding calling of, holding and approval in general meeting, board meeting and election of directors in case of a single member company, shall be deemed complied with; if the decision is recorded in the relevant minutes book and signed by the sole member or sole director as the case may be. DIRECTOR(S) 12. The company shall always have the sole member or in case it is not a natural person its nominee, as a director but it may have such number of other director(s) who fulfil the conditions as specified in section 153. 13. The board shall not have the power to remove the member director provided that where the sole member is not a natural person, it may change its nominee. 14. The sole member shall have the power to remove any director, chief executive or secretary through a resolution. 15. The director(s) shall appoint a chief executive in accordance with the provisions of sections 186 and 187. 16. The directors may hold their meetings through tele or video link provided that the minutes of such meeting are approved and signed subsequently by all the directors. 17. The directors shall cause records to be kept and minutes to be made in book or books with regard to— (a) all resolutions and proceedings of the meeting(s) of directors and Committee(s) of directors, and every director present at any meeting of directors or Committee of directors shall put his signatures in a book to be kept for that purpose; (b) recording the names of the persons present at each meeting of the directors and of any committee of the directors, and the general meeting; and (c) all orders made by the directors and Committee(s) of directors: Provided that all records related to proceedings through video-link shall be maintained in accordance with the relevant regulations specified by the Commission which shall be appropriately rendered into writing as part of the minute books according to the said regulations. SECRETARY 18. The company may appoint a secretary who shall be responsible for discharge of duties and functions normally discharged by a secretary under the corporate laws and secretarial practice. CONTRACTS WITH THE SINGLE MEMBER 19. Where a single member company enters into a contract with the single member of the company, the single member company shall, unless the contract is in writing, ensure that the terms of the contract are forthwith set out in a written memorandum or are recorded in the minutes of the first meeting of the directors of the company following the making of the contract. DIVIDENDS AND RESERVES 20. The company may declare dividends and pay in accordance with the provisions of the Act. ACCOUNTS 21. The director(s) shall cause to keep proper books of account in accordance with the provisions of section 220. 22. Auditors shall be appointed and their duties regulated in accordance with the provisions of sections 246 to 249. THE SEAL 23. The director shall provide for 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 authorized in that behalf by the member director or the non-member director and in the presence of at least member director or the non-member director and of the secretary or such other person as the directors may appoint for the purpose and the member director or the non-member director and the secretary or other person as aforesaid shall sign every instrument to which the seal of the company is affixed in their presence. WINDING UP 24. The company shall follow, in case of its winding up, the relevant provisions of the Act. INDEMNITY 25. Every officer or 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 487 in which relief is granted to him by the Court. I, whose name and address is subscribed below, am desirous of forming a company in pursuance of these articles of association and agree to take the number of shares in the capital of the company as set opposite my name: Name NIC No. Father's/ Nationality Usual Number of and (in case of Husband's (ies) with residential ad shares taken by surname foreigner, Name in any former dress in full or the subscriber (present Passport full Nationality the (in figures and n & No) o re g i s t e r e d / words) e ita r u for m er) p r i n c i p a l ta p u n in full c office address g c iS O for a subscriber other than natural person Dated the____________ day of_________________, 20____ Witness to above signatures: (For the documents submitted in physical form) Signatures Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted online) (Digital Signature Certificate Provider) Name: Address: TABLE B (See section 41) MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES 1. The name of the company is “ABC Textile Limited/(Private) Limited/(SMC-Private) Limited”. 2. The registered office of the company will be situated in the Province of Sindh. 3. (i) The principal line of business of the company shall be to carry-out the manufacturing, sale, import and export of textiles. (ii) Except for the businesses mentioned in sub-clause (iii) hereunder, the company shall engage in all the lawful businesses and shall be authorized to take all necessary steps and actions in connection therewith and ancillary thereto. (iii) Notwithstanding anything contained in the foregoing sub-clauses of this clause nothing contained herein shall be construed as empowering the Company to undertake or indulge, directly or indirectly in the business of a Banking Company, Non-banking Finance Company (Mutual Fund, Leasing, Investment Company, Investment Advisor, Real Estate Investment Trust management company, Housing Finance Company, Venture Capital Company, Discounting Services, Microfinance or Microcredit business), Insurance Business, Modaraba management company, Stock Brokerage business, forex, real estate business, managing agency, business of providing the services of security guards or any other business restricted under any law for the time being in force or as may be specified by the Commission. (iv) It is hereby undertaken that the company shall not: (a) engage in any of the business mentioned in sub-clause (iii) above or any unlawful operation; (b) launch multi-level marketing (MLM), Pyramid and Ponzi Schemes, or other related activities/businesses or any lottery business; (c) engage in any of the permissible business unless the requisite approval, permission, consent or licence is obtained from competent authority as may be required under any law for the time being in force. 4. The liability of the members is limited. 5. The authorized capital of the company is Rs.1,000,000/- (Rupees one Million only) divided into 100,000 (one hundred thousand) ordinary shares of Rs.10/- (Rupees ten only) each. We, the several persons whose names and addresses are subscribed below, 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 as set opposite our respective names: Name and NIC No. Father's/ Nationality Usual Number of surname (in case of Husband's (ies) with residential a shares taken by (present & foreigner, Name in full any former ddress in full each subscriber former) in Passport Nationality or the (in figures and full (in No) n registered/ words) o s e B l o c k ita pr in c ip a l r u L e t te r s ) p o ff ic e ta u n c address for a g c iS O subscriber other than natural person Total number of shares taken (in figures and words) Dated the____________ day of_________________, 20___ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: (Applicable in case of single member company) I, whose name and address is subscribed below, am desirous of forming a company in pursuance of this memorandum of association and agree to take the number of shares in the capital of the company as set opposite my name: Number of shares Name NIC No. Father's/ Nationality Usual taken by the and (in case of Husband's (ies) with residential a subscriber (in figures surnam foreigner, Name in any former ddress in full and words) e Passport full Nationality or the (pre s ent No) n re g i st e r e d / o e ita r & p ri n c i p a l u ta p former) u office n c g in full c address for a iS O (in subscriber Block other than Letters) natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: TABLE C (See section 41) MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION 1. The name of the company is “The ABC Hospital (Guarantee) Limited.” 2. The registered office of the company will be situated in the Province of Baluchistan. 3. (i) The principal line of business of the company shall be to establish, run and manage hospitals. (ii) Except for the businesses mentioned in sub-clause (iii) hereunder, the company shall engage in all the lawful businesses and shall be authorized to take all necessary steps and actions in connection therewith and ancillary thereto. (iii) Notwithstanding anything contained in the foregoing sub-clauses of this clause nothing contained herein shall be construed as empowering the Company to undertake or indulge, directly or indirectly in the business of a Banking Company, Non-banking Finance Company (Mutual Fund, Leasing, Investment Company, Investment Advisor, Real Estate Investment Trust management company, Housing Finance Company, Venture Capital Company, Discounting Services, Microfinance or Microcredit business), Insurance Business, Modaraba management company, Stock Brokerage business, forex, real estate business, managing agency, business of providing the services of security guards or any other business restricted under any law for the time being in force or as may be specified by the Commission. (iv) It is hereby undertaken that the company shall not: (a) engage in any of the business mentioned in sub-clause (iii) above or any unlawful operation; (b) launch multi-level marketing (MLM), Pyramid and Ponzi Schemes, or other related activities/businesses or any lottery business; (c) engage in any of the permissible business unless the requisite approval, permission, consent or licence is obtained from competent authority as may be required under any law for the time being in force. 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 afterwards, 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 and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding …………………… rupees. We, the several persons whose names and addresses are subscribed below, are desirous of being formed into a company, in pursuance of this memorandum of association: Name and NIC No. (in Father's/ Nationality(ies) Usual surname case of Husband's with any former residential address (present & foreigner, Name in Nationality n in full or the s o e for m e r) in fu ll Passport No) full ita r eg i st e r ed / r u p ta ( in B l o c k u pr in ci p a l o ff i c e n c g Letters) c address for a iS O subscriber other than natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: (Applicable in case of single member company) I, whose name and address is subscribed below, am desirous of forming a company in pursuance of this memorandum of association: Name NIC No. Father's/ Nationality(ies) Usual and (in case of Husband's with any former residential address s u r n a m e f o re i g n e r , Na m e in Nationality i n f u l l o r t h e n o e ( p r e s e n t P a s s p o r t f ul l ita r e g i s t e r e d / p r i n c ip a l r u & N o ) o f f i c e a d d r e s s f o r a ta p u n former) c subscriber other than g c iS in full (in O natural person Block Letters) Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL INTERPRETATION 1. (1) In these articles — (a) “section” means section of the Act; (b) "the Act" means the Companies Act, 2017. (c) "the seal" means the common seal or official seal of the company as the case may be. (2) Unless the context otherwise requires, words or expressions contained in these articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. MEMBERS 2. The number of members with which the company proposes 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. GENERAL MEETINGS 4. A general meeting, to be called annual general meeting, shall be held within sixteen months from the date of incorporation of the company and thereafter once at least in every year within a period of one hundred and twenty days following the close of its financial year as may be determined by the directors. 5. All general meetings other than annual general meetings shall be called extraordinary general meetings. 6. The directors may, whenever they think fit, call an extraordinary general meeting. PROCEEDINGS AT GENERAL MEETINGS 7. All business shall except the businesses stated in sub-section (2) of section 134 shall be deemed special that is transacted at a general meeting. 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 otherwise provided, three members present in person or through video-link who represent not less than twenty five per cent of the total voting power either of their own account or as proxies in person, 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 at 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. At any general meeting a resolution put to the vote to the meeting shall be decided on a show of hands and 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 or against the resolution. 13. In the case of an equality of votes, the chairman of the meeting shall have and exercise a second or casting vote. VOTES OF MEMBERS 14. Every member shall have one vote. 15. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, by his committee or other legal guardian, and any such committee or guardian may, vote by proxy. 16. No member shall be entitled to vote at any general meeting unless all moneys presently payable by him to the company have been paid. 17. (1) Votes may be given on any matter by the members either personally or through video-link or by proxy or by means of postal ballot. (2) At any general meeting, the company shall transact such businesses only through postal ballot as may be notified by the Commission. 18. (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. 19. 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. 20. 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. DIRECTORS 21. The following subscribers of the memorandum of association shall be the first directors of the company, so, however, that the number of directors shall not in any case be less than that specified in section 154 and they shall hold office until the election of directors in the annual general meeting: 1. ab 2. cd 3. ef 4. gh ELECTION OF DIRECTORS 22. (i) The directors of the company shall be elected in accordance with provisions of sub-sections (1) to (4) of section 159 of the Act, in the following manner: (a) the directors of the company shall be elected by the members of the company in general meeting; (b) each member shall have votes equal to the number of directors to be elected; (c) a member may give all his votes to a single candidate or divide them, not being in fractions, between more than one of the candidates in such manner as he may choose; and (d) the candidate who gets the highest number of votes shall be declared elected as director and then the candidate who gets the next highest number of votes shall be so declared and so on until the total number of directors to be elected has been so elected. (ii) If the number of persons who offer themselves to be elected is not more than the number of directors fixed by the directors under sub- section (1) of section 159, all persons who offered themselves shall be deemed to have been elected as directors. POWER AND DUTIES OF DIRECTORS 22. 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 Act required to be exercised by the company in general meeting. PROCEEDINGS OF DIRECTORS 23. (1) The Directors may meet for the dispatch 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. 24. (1) Save as otherwise expressly provided in the Act, questions arising at any meeting of the directors shall be decided by a majority of votes. (2) In case of any equality of votes, the chairman shall have and exercise a second or casting vote. 25. The continuing directors may act notwithstanding any vacancy but, if and so long as their number is reduced below the minimum fixed by the Act, 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. 26. (1) The directors may elect a chairman and determine the period for which he is to hold office within the limits prescribed by the Act. (2) If no such chairman is elected, or if at any meeting the Chairman is not present within fifteen 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. 27. 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. 28. At least one-third (1/3rd) of the total number of directors or two (2) directors whichever is higher, for the time being of the company, present personally or through video-link, shall constitute a quorum. 28. 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. MINUTE BOOKS 29. The directors shall cause records to be kept and minutes to be made in book or books with regard to— (a) all resolutions and proceedings of general meeting(s) and the meeting(s) of directors and committee(s) of directors, and every member present at any general meeting and every director present at any meeting of directors or committee of directors shall put his signature in a book to be kept for that purpose; (b) recording the names of the persons present at each meeting of the directors and of any committee of the directors, and the general meeting; and (c) all orders made by the directors and committee(s) of directors: Provided that all records related to proceedings through video-link shall be maintained in accordance with the relevant regulations specified by the Commission which shall be appropriately rendered into writing as part of the minute books according to the said regulations. CHIEF EXECUTIVE 30. Subject to the provisions of the Act, 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 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 authorized 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 as aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence. We, the several persons whose names and addresses are subscribed below, are desirous of being formed into a company, in pursuance of these articles of association: Name and NIC No. Father's/ Nationality(ies) Usual surname (in case of Husband's with any former residential address (present & foreigner, Name in Nationality n in full or the s o e for m e r) in fu ll Pa ss p o rt full ita r e g i s te r e d r u p ta ( in B l o c k N o ) u /pri n c i p a l o f f ice n c g Letters) c address for a iS O subscriber other than natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: (Applicable in case of single member company) I, whose name and address is subscribed below, am desirous of forming a company in pursuance of these articles of association: Name and NIC No. (in Father's/ Nationality(ies Usual su r n a m e c a s e o f H us b a n d 's ) w i t h a n y r e s i d e n ti a l a d d r e s s n o e ( p r e s e n t & fo r e i g n e r , N am e in fu l l f o r m e r ita i n f u l l o r t h e r u f o r m e r ) i n Pa s s p o r t N o ) N a t i o n a l i t y r e g i s t e r e d / p r i n c i p a l ta p u n full (in c office address for a g c iS Block O subscriber other than Letters) natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature F ull Name (in Block Letters) F ather’s/ Husband’s name N ationality O ccupation N IC No. U sual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: TABLE D [See section 41] MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION 1. The name of the company is “The ABC Hospital (Guarantee) Limited.” 2. The registered office of the company will be situated in the Province of Baluchistan. 3. (i) The principal business of the company shall be to establish, run and manage hospitals. (ii) Except for the businesses mentioned in sub-clause (iii) hereunder, the company shall engage in all the lawful businesses and shall be authorized to take all necessary steps and actions in connection therewith and ancillary thereto. (iii) Notwithstanding anything contained in the foregoing sub-clauses of this clause nothing contained herein shall be construed as empowering the Company to undertake or indulge, directly or indirectly in the business of a Banking Company, Non-banking Finance Company (Mutual Fund, Leasing, Investment Company, Investment Advisor, Real Estate Investment Trust management company, Housing Finance Company, Venture Capital Company, Discounting Services, Microfinance or Microcredit business), Insurance Business, Modaraba management company, Stock Brokerage business, forex, real estate business, managing agency, business of providing the services of security guards or any other business restricted under any law for the time being in force or as may be specified by the Commission. (iv) It is hereby undertaken that the company shall not: a. engage in any of the business mentioned in sub-clause (iii) above or any unlawful operation; b. launch multi-level marketing (MLM), Pyramid and Ponzi Schemes, or other related activities/businesses or any lottery business; c. engage in any of the permissible business unless the requisite approval, permission, consent or licence is obtained from competent authority as may be required under any law for the time being in force. 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 afterwards, 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 and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding ___________rupees. 6. The authorized capital of the company is Rs.1,000,000/- (Rupees one Million only) divided into 100,000 (one hundred thousand) ordinary shares of Rs.10/- (Rupees ten only) each. We, the several persons whose names and addresses are subscribed below, 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 as set opposite our respective names: Number Name NIC No. Father's/ Nationality Usual of shares and (in case Husband's (ies) with residential address taken by s u r n a m e o f Na m e in an y fo r m e r i n f u l l o r t h e n t h e s ( p r e s e n t f o re i g n e r , f ul l N a ti o n a li ty o r e g i s t e r e d / p r i n c i p a l e ita s u b s c r i b e r r u & P a s s p o r t p o f fi c e a d d r e s s f o r a ta u ( i n f i g u re s n former) No) c subscriber other g c and iS in full (in O than natural person words) Block Letters) Total number of shares taken (in figures and words) Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: (Applicable in case of single member company) I, whose name and address is subscribed below, am desirous of forming a company in pursuance of this memorandum of association and agree to take the number of shares in the capital of the company as set opposite my name: Number of shares Name and NIC No. Father's/ Nationality( Usual taken by the surname (in case Husband's ies) with residential a subscriber (in (present & of Name in any former ddress in full figures and words) former) in foreigne full Nationality or the f ul l ( i n r, n re g i s t e r e d / o e ita r B l o c k Pass p ort p r i n c i p a l u ta p Letters) No) u office n c g c address for a iS O subscriber other than natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL PRELIMINARY 1. (1) In these regulations— (a) “section” means section of the Act; (b) “the Act” means the Companies Act, 2017; and (c) “the seal” means the common seal or official seal of the company as the case may be. (2) Unless the context otherwise requires, words or expressions contained in these regulations shall have the same meaning as in the Act; and words importing the singular shall include the plural, and vice versa, and words importing the masculine gender shall include feminine, and words importing persons shall include bodies corporate. 2. 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. 3. All the regulations in Table A of this Schedule shall be deemed to be incorporated with these articles and shall apply to the company. We, the several persons whose names and addresses are subscribed below, are desirous of being formed into a company, in pursuance of these articles of association, and we respectively agree to take the number of shares in the capital of the company as set opposite our respective names: Number Name and NIC No. Father's/ Nationality( Usual of shares surname (in case Husband's ies) with residential address taken by (present of Name in any former in full or the t h e & former) foreigner full Nationality n registered/ principal s o sub s c r ibe e in fu ll (i n , Pa s sp ort ita o f f i c e a d d re ss f o r a r u p r (in ta B lo c k N o ) u s u b s c r i b e r o th e r th a n n c figures g Letters) c natural person iS O and words) Total number of shares taken (in figures and words) Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: (Applicable in case of single member company) I, whose name and address is subscribed below, am desirous of forming a company in pursuance of these articles of association and agree to take the number of shares in the capital of the company as set opposite my name: Number of Name NIC No. (in Father's/ Nationality( Usual shares and case of Husband's ies) with residential add taken by surname foreigner, Name in any former ress in full or t h e (pre s ent Passport No) full Nationality n th e o s u b s c r i b e r e ita r & regis te r ed/ u (i n f i g u re s ta p former) u principal office n c and words) g in full c address for a iS O subscriber other than natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: TABLE E (See section 41) MEMORANDUM AND ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION 1. The name of the company is “Khyber Fruit Products Company Unlimited”. 2. The registered office of the company will be situated in the Province of Sindh. 3. (i) The principal line of business of the company shall be preservation, canning and marketing of fruit and fruit products. (ii) Except for the businesses mentioned in sub-clause (iii) hereunder, the company shall engage in all the lawful businesses and shall be authorized to take all necessary steps and actions in connection therewith and ancillary thereto. (iii) Notwithstanding anything contained in the foregoing sub-clauses of this clause nothing contained herein shall be construed as empowering the Company to undertake or indulge, directly or indirectly in the business of a Banking Company, Non-banking Finance Company (Mutual Fund, Leasing, Investment Company, Investment Advisor, Real Estate Investment Trust management company, Housing Finance Company, Venture Capital Company, Discounting Services, Microfinance or Microcredit business), Insurance Business, Modaraba management company, Stock Brokerage business, forex, real estate business, managing agency, business of providing the services of security guards or any other business restricted under any law for the time being in force or as may be specified by the Commission. (iv) It is hereby undertaken that the company shall not: (a) engage in any of the business mentioned in sub-clause (iii) above or any unlawful operation; (b) launch multi-level marketing (MLM), Pyramid and Ponzi Schemes, or other related activities/businesses or any lottery business; (c) engage in any of the permissible business unless the requisite approval, permission, consent or licence is obtained from competent authority as may be required under any law for the time being in force. 4. The liability of the members is unlimited. 5. The authorized capital of the company is Rs.1,000,000/- (Rupees one Million only) divided into 100,000 (one hundred thousand) ordinary shares of Rs.10/- (Rupees ten only) each. We, the several persons whose names and addresses are subscribed below, 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 as set opposite our respective names: Number Name and NIC No. Father's/ Nationality(i Usual of shares surname (in case Husband' es) with any residential address taken by (present of s Name former in full or the t h e & former) foreigner, in full Nationality n registered/principal s o sub s c r ibe e in fu ll (i n Pa ss p o rt ita of f ic e a d d re s s fo r a r u p r (in ta B lo c k N o ) u s u b s c r ib e r o t h e r n c figures g Letters) c than natural person iS O and words) Total number of shares taken (in figures and words) Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: (Applicable in case of single member company) I, whose name and address is subscribed below, am desirous of forming a company in pursuance of this memorandum of association and agree to take the number of shares in the capital of the company as set opposite my name: Number of Name and NIC No. Father's/ Nationality( Usual shares taken surname (in case of Husband' ies) with residential by the (present & foreigner, s Name any former address in full or subscriber fo r m e r ) i n Pa ss p o rt in full Nationality n o th e ( in f ig u r e s e f u l l ( i n N o ) ita r a n d w o r d s ) u r e g i s t e r e d / ta B l o c k p u n c pr i n c i p a l o f f i c e g L e t t e r s ) c iS O a d d r e s s f o r a subscriber other than natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY PRILIMINARY 1. (1) In these regulations− (a) “section” means section of the Act; (b) “the Act” means the Companies Act, 2017; and (c) “the seal” means the common seal or official seal of the company as the case may be. (2) Unless the context otherwise requires, words or expressions contained in these regulations shall have the same meaning as in the Act; and words importing the singular shall include the plural, and vice versa, and words importing the masculine gender shall include feminine, and words importing persons shall include bodies corporate. 2. All the regulations in Table A of this Schedule shall be deemed to be incorporated with these articles and shall apply to the company. We, the several persons whose names and addresses are subscribed below, are desirous of being formed into a company, in pursuance of these articles of association, and we respectively agree to take the number of shares in the capital of the company as set opposite our respective names: Number of Name and NIC No. Father's/ Nationality(ies Usual shares taken surname (in case Husband' ) with any residential by the (present & of s Name former address in full subscriber (in fo r m e r ) i n f o re i g n e r , in full Nationality o r t h e n fig u re s a n d s f u l l ( i n P a s s p o r t o re g i s t e r e d / e ita w o r d s ) r u B l o c k N o ) p p r i n c i p a l ta u n Letters) c office address g c iS O for a subscriber other than natural person Total number of shares taken (in figures and words) Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: (Applicable in case of single member company) I, whose name and address is subscribed below, am desirous of forming a company in pursuance of these articles of association and agree to take the number of shares in the capital of the company as set opposite my name: Number of Name and NIC No. Father's/ Nationality(i Usual residential shares taken surname (in case Husband' es) with any address in full or b y t h e ( p r e se n t & o f s N a m e f o rm e r n th e re g is t e r e d / o s u b s c r ib e r e ita r f o r m e r) i n fore ig n er, i n f u ll Na t io na l i ty p ri n c ip a l o f f i c e u (i n f i g u r e s ta p full (in Passport u address for a n c and words) g Block No) c subscriber other iS O Letters) than natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address: TABLE F (See section 42) MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LICENCED UNDER SECTION 42 [A company set up under Section 42 of the Companies Act, 60[2017]] MEMORANDUM OF ASSOCIATION I. The name of the company is “XYZ Association”. II. The registered office of the company will be situated in the Province of Baluchistan. III. The object for which the company is established, are as follows: (1) To promote education in the country by establishing, maintaining, assisting, running and managing schools and colleges for the low income segment in society in rural and urban areas. (2) To …………… (3) To …………… IV. In order to achieve its object, the company shall exercise the following powers: (1) To appeal, solicit or accept contributions, donations, grants and gifts, in cash or in kind, from lawful sources and to apply the same or income thereof for the objects of the company. (2) To open and operate bank accounts in the name of the company and to draw, make, accept, endorse, execute and issue promissory notes, bills, cheques and other instruments. (3) To acquire, alter, improve, charge, take on lease, exchange, hire, sell, let or otherwise dispose of any movable or immovable property and any rights and privileges whatsoever for any of the objects or purposes specified herein above. Provided that the company shall not undertake the business of real estate or housing schemes. (4) To borrow or raise money, with or without security, required for the purposes of the company upon such terms and in such manner as may be determined by the company for the promotion of its objects. (5) To mortgage the assets of the company and / or render guarantee for the performance of any contract made, discharge of any obligation incurred or repayment of any moneys borrowed by the company. 60 Substituted the expression “2016” vide S.R.O. 732(I)/2018 dated 7th June, 2018 (6) To purchase, sell, exchange, take on lease, hire or otherwise acquire lands, construct, maintain or alter any building and any other moveable or immovable properties or any right or privileges necessary or convenient for the use and purposes of the company. (7) To nominate delegates and advisors to represent the company at conferences, government bodies and other gatherings. (8) To co-operate with other charitable trusts, societies, associations, institutions or companies formed for all or any of these objects and statutory authorities operating for similar purposes and to exchange information and advice with them. (9) To pay out of the funds of the company the costs, charges and expenses of and incidental to the formation and registration of the company. (10) To invest the surplus moneys of the company not immediately required, in such a manner as may from time to time be determined by the company. (11) To create, establish, administer and manage funds including endowment fund conducive for the promotion of the objects of the company. (12) To enter into agreements, contracts and arrangements with organizations, institutions, bodies and individuals for the purpose of carrying out the functions and activities of the company. (13) To take such actions as are considered necessary to raise the status or to promote the efficiency of the company. (14) To conduct, hold and arrange symposia, seminars, conferences, lectures, workshops and dialogue and to print, publish and prepare journals, magazines, books, circulars, reports, catalogues and other works relating to any of the objects of or to the work done by the company, subject to the permission, if required of the relevant authorities (15) To do all other such lawful acts and things as are incidental or conducive to the attainment of the above objects or any one of them. V. 61[The company shall achieve the above said objects subject to the conditions specified in Associations with Charitable and Not for Profit Objects Regulations, 2018 and any additional condition mentioned in the license.] 61 Substituted vide S.R.O. 732(I)/2018 dated 7th June, 2018. The substituted paragraph V was read as under: V. The company shall achieve the above said objects subject to the following conditions:— (1) The company is formed as a public company limited by guarantee. (2) Payment of remuneration by the company or its subsidiary entity for services or otherwise to members of the company or to their family members whether holding an office in the company or its subsidiary or not, shall be prohibited provided that the prohibition shall continue to apply for a period of five years after a member quits from his membership of the company. (3) No change in the Memorandum and Articles of Association shall be made except with the prior approval of the Securities and Exchange Commission of Pakistan. (4) Patronage of any government or authority, express or implied, shall not be claimed unless such government or authority has signified its consent thereto in writing. (5) The company shall not itself set up or otherwise engage in industrial and commercial activities or in any manner function as a trade organization. (6) The company shall not exploit or offend the religious susceptibilities of the people. (7) The company shall not, directly or indirectly, participate in any political campaign for elective public office or other political activities akin to those of a political party or contribute any funds or resources to any political party or any individual or body for any political purpose. (8) The subscribers to the Memorandum and Articles of Association of the company shall continue to be the members of the company unless allowed by the Commission on application to quit as members. (9) The company shall not appoint any person as director or chief executive unless he meets the fit and proper criteria as specified by the Commission from time to time. (10) The company in all its letterheads, documents, sign boards, and other modes of communication, shall with its name, state the phrase “A company set up under section 42 of the Companies Act, 2017.” (11) The income and any profits of the company, shall be applied solely towards the promotion of objects of the company and no portion thereof shall be distributed, paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to the members of the company or their family members. (12) The company shall not appeal, solicit, receive or accept funds, grants, contributions, donations or gifts, in cash or in kind, from foreign sources except with the prior permission, clearance or approval from the relevant public authorities as may be required under any relevant statutory regulations and laws. No funds shall be received otherwise than through proper banking channels i.e., through crossed cheque, pay-order, bank draft. (13) The company shall close its accounts on 30th of June each year. (14) The company shall make no investment, whatsoever, in its associated companies except with the prior approval of the Commission and subject to such conditions as it may deem fit to impose. (15) The company shall not undertake any trading activities and shall conform to relevant statutory regulations and laws. (16) Notwithstanding anything stated in any object clause, the company shall obtain such other licences, permissions, or approvals of the relevant public authorities as may be required under any relevant statutory regulations and laws for the time being in force, to carry out its specific object. (17) The company shall comply with such conditions as may be imposed by the Securities and Exchange Commission of Pakistan from time to time. VI. The territories to which the object of the company shall extend are declared to include whole of Pakistan. VII. The liability of the members is limited. VIII. Every member of the company undertakes that he shall 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 or liabilities of the company contracted before he ceases to be a member and the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves 62[an amount of rupees_________ but not less than one hundred thousand rupees or such other amount as may be notified by the Commission]. IX. 63[…] X. In the case of winding up or dissolution of the company, any surplus assets or property, after the satisfaction of all debts and liabilities, shall not be paid or disbursed among the members, but shall be given or transferred to some other company established under section 42 of the Companies Act, 2017, preferably having similar or identical objects to those of the company and with the approval required under the relevant provisions of the Income Tax Act, 2001 and under intimation to the Securities and Exchange Commission of Pakistan. We, the several, persons whose names and addresses are subscribed below are desirous of being formed into a company in pursuance of this memorandum of association:— 62 Substituted expression “such amount as may be required but not exceeding Rs.100,000/- (Rupees One Hundred Thousand Only)” vide S.R.O. 732(I)/2018 dated 7th June, 2018. 63 Omitted vide S.R.O. 732(I)/2018 dated 7th June, 2018. The omitted paragraph IX was read as under: IX. On the revocation of licence of a company under section 42 of the Companies Act, 2017, by the Commission: (a) the company shall stop all its activities except the recovery of money owed to it, if any; (b) the company shall not solicit or receive donations from any source; and (c) all the assets of the company after the satisfaction of all debts and liabilities, shall be transferred to another company licenced under section 42 of the Companies Act, 2017, preferably having similar or identical objects to those of the company, within ninety days from the revocation of the licence or such extended period as may be allowed by the Commission: Provided that a reasonable amount to meet the expenses of voluntary winding up or making an application to the registrar for striking the name of the company off the register may be retained by the company. Name and NIC No. (in Father's/ Nationality(ies) Usual residential surname case of Husband's with any address in full or the n s (present foreigner, Name in former o registered/ principal e ita r & former) Passport No) full Nationality office address for a u p ta in full u subscriber other than n c g c iS O natural person (in Block Letters) Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address 64[…] [A company set up under Section 42 of the Companies Act, 2017] ARTICLES OF ASSOCIATION 1. In these Articles, unless the context or the subject matter otherwise requires: (a) “the company” means ‘XYZ Association’. (b) “the office” means the registered office for the time being of the company. 64 Omitted vide S.R.O. 732(I)/2018 dated 7th June, 2018. The omitted expression was read as under: Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address (c) “the directors” mean the directors for the time being of the company. (d) “the seal” means the common seal or official seal of the company as the case may be. (e) “the Act” means the Companies Act, 2017. (f) “the Commission” means the Securities and Exchange Commission of Pakistan. (g) “the registrar” means the registrar of companies as defined in the Companies Act, 2017. (h) “the register” means the register of the members to be kept in pursuant to section 119 of the Act. (i) “chief executive” means the chief executive of the company. (j) “secretary” means the company secretary of the company. (k) “memorandum” means the memorandum of association of the company. (l) “person” includes an individual, company, corporation and body corporate. (m) “articles” means the articles of association of the company. (n) “board” means the board of directors of the company. (o) “year” used in the context of financial matters shall mean financial year of the company. (p) Expressions referring to writing shall be construed as including references to typewriting, printing, lithography, photography and other modes of representing or reproducing words in visible form. (q) Words importing the singular number include the plural number and vice versa and words importing the masculine gender include the feminine gender. (r) Unless the context otherwise requires words or expressions contained in these Articles shall be of the same meaning as in the Act or any statutory modification thereof in force at the date at which these Articles become binding on the company. MEMBERSHIP 2. The number of members with which the company proposes to be registered is ……, but the minimum number of members shall not be, at any time, less than three (3). However, the directors may, from time to time, whenever the company or the business of the company requires, increase the number of members. 3. The company in general meeting may from time to time lay down the qualifications and conditions subject to which any person or class of persons shall be admitted to membership of the company. 4. The rights and privileges of a member shall not be transferable and shall cease on his death or otherwise ceasing to be a member. 5. The subscribers to the memorandum and such other persons as the directors shall admit to membership shall be members of the company. 6. One person shall have the right to hold one membership. ADMISSION TO MEMBERSHIP 7. The application for seeking membership of the company shall be required to be seconded by an existing member whereupon the board of directors shall decide the matter of his admission as member or otherwise within ninety days of making of such application. No minor or lunatic shall be admitted as a member of the company. 8. Every person, upon applying for admission to membership, shall submit to the company an undertaking on the stamp paper of appropriate value that: (a) I have not been associated with any money laundering or terrorist financing activities and neither have approved receipt of nor received such monies and likewise neither have approved disbursement of nor disbursed such monies in any manner for money laundering or terrorist financing purposes; and (b) I have not been associated with any illegal banking business, deposit taking or financial dealings or any other illegal activities. 9. The board shall subject to the Articles, accept or reject any application for admission to membership. The board’s decision shall be final and it shall not be liable to give any reasons thereof. CESSATION / EXPULSION FROM MEMBERSHIP 10. A member renders himself liable to expulsion or suspension by the board if: (a) he refuses or neglects to give effect to any decision of the board; or (b) he infringes any of the regulations of the articles; or (c) he is declared by a court of competent jurisdiction to have committed a fraud, or to be bankrupt, or to be insane or otherwise incompetent; or (d) he is held by the Committee of the company to have been guilty of any act discreditable to a member of the company; or (e) he is acting or is threatening to act in a manner prejudicial to the objects, interest or functioning of the company or any other institute, body corporate, society, association or institution in which the company has an interest. 11. The company in general meeting may, on an appeal of the aggrieved member and after giving an opportunity of hearing, annul or modify the decision of the board with regard to expulsion of the member by resolution supported by two- thirds majority. The person expelled shall be reinstated as a member from the date of the resolution of the general meeting annulling the decision of the board. 12. Termination of membership shall occur automatically: (a) in the event of the death of a member; and (b) in the event a member fails to pay any amount due by him to the company within three (3) months after such obligation has become due. GENERAL MEETINGS AND PROCEEDINGS ANNUAL GENERAL MEETING 13. A general meeting to be called annual general meeting, shall be held, in accordance with the provisions of Section 132, within sixteen months (16) months from the date of incorporation of the company and thereafter once at least in every calendar year within a period of four (4) months following the close of its financial year as may be determined by the directors. OTHER GENERAL MEETINGS 14. All other meetings of the members of the company other than an annual general meeting shall be called “extraordinary general meetings”. EXTRAORDINARY GENERAL MEETINGS 15. The directors may, whenever they think fit, call an extraordinary general meeting, and extraordinary general meeting shall also be called on such requisition(s), as is provided by section 133 of the Act. NOTICE OF GENERAL MEETINGS 16. Twenty-one (21) days’ notice at 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 the manner provided by the Act for the general meeting, to such persons as are, under the Act or the Articles 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. SPECIAL BUSINESS 17. All business that is transacted at an extra ordinary general meeting and that is transacted at an annual general meeting with the exception of the consideration of the financial statements and the reports of the director and auditors, the election of directors, the appointment of and the fixing of remuneration of the auditors shall be deemed special business. QUORUM 18. No business shall be transacted at any general meeting unless a quorum of members representing not less than two (2) members or twenty-five percent of the total number of members of the company, whichever is greater, is present personally or through video-link at the time when the meeting proceeds to business— (a) in the case of a public listed company, unless the articles provide for a larger number, not less than ten members present personally, or through video-link who represent not less than twenty-five percent of the total voting power, either of their own account or as proxies; (b) in the case of any other company having share capital, unless the articles provide for a larger number, two members present personally, or through video-link who represent not less than twenty-five percent of the total voting power, either of their own account or as proxies. EFFECT OF QUORUM NOT BEING PRESENT 19. 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 and 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 in person or through video-link, being not less than two, shall be a quorum. CHAIRMAN OF MEETING 20. The chairman of the board of directors, shall preside as chairman at every general meeting of the company, but if he is not present within fifteen minutes after the time appointed for the meeting, or is unwilling to act as chairman, any of the directors present may be elected to be the chairman and if none of the directors present is willing to act as chairman, the members present shall choose one of their number to be the chairman. ADJOURNMENT 21. 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 fifteen (15) 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 any notice of an adjournment or of the business to be transacted at an adjourned meeting. VOTING 22. At any general meeting a resolution put to the vote to the meeting shall be decided on a show of hands and 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 book of the proceedings of the company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against that resolution. CASTING VOTE 23. In the case of an equality of votes, the chairman of the meeting shall have and exercise a second or casting vote. VOTES OF MEMBERS 24. (1) Votes may be given on any matter by the members either personally or through video-link or by proxy or by means of postal ballot. (2) At any general meeting, the company shall transact such businesses only through postal ballot as may be notified by the Commission. OBJECTION TO VOTE 25. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given and tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive. MANAGEMENT AND ADMINISTRATION 26. There shall be, for the overall management of the company’s affairs, a board of directors, which will be elected from amongst the members. 27. One term of the board of directors would be for three years. 28. No person shall be appointed as a director if he is ineligible to hold office of director of a company under section 153 of the Act. 29. No member / person shall hold more than one office in the company, such as those of Chief Executive / director or company secretary simultaneously. FIRST DIRECTORS 30. The following subscribers of the memorandum of association shall be the first directors of the company, so, however, that the number of directors shall not in any case be less than that specified in section 154 and they shall hold office until the election of directors in the annual general meeting: 1. ab 2. cd 3. ef 4. gh NUMBER OF DIRECTORS 31. The number of directors shall not be less than three (3)65[…]. The directors of a company shall, subject to section 154, fix the number of elected directors of the company not later than thirty-five days before the convening of the general meeting at which directors are to be elected, and the number so fixed shall not be changed except with the prior approval of a general meeting of the company such that the minimum number of directors shall not be, at any time, less than three (3). A retiring director shall be eligible for re-election. PROCEDURE FOR ELECTION OF DIRECTORS 32. (i) The directors of the company shall be elected in accordance with provisions of sub-sections (1) to (4) of section 159 of the Act, in the following manner: (a) the directors of the company shall be elected by the members of the company in general meeting; (b) each member shall have votes equal to the number of directors to be elected; (c) a member may give all his votes to a single candidate or divide them, not being in fractions, between more than one of the candidates in such manner as he may choose; and (d) the candidate who gets the highest number of votes shall be declared elected as director and then the candidate who gets the next highest number of votes shall be so declared and so on until the total number of directors to be elected has been so elected. (ii) If the number of persons who offer themselves to be elected is not more than the number of directors fixed by the directors under sub- section (1) of section 159, all persons who offered themselves shall be deemed to have been elected as directors. CASUAL VACANCY AND ALTERNATE OR SUBSTITUTE DIRECTORS 33. (a) Any casual vacancy occurring among the directors may be filled up by the directors within thirty days of the vacancy and the person so appointed shall hold office for the remainder of the term of director in whose place he is appointed. (b) An existing director may, with the approval of the board of directors, appoint an alternate director to act for him during his absence from Pakistan of not less than ninety days. The alternate director so 65 Omitted expression “and not more than nine (9)” vide S.R.O. 732(I)/2018 dated 7th June, 2018. appointed shall ipso facto vacate office if and when the director appointing him returns to Pakistan. (c) A person shall be eligible for appointment against casual vacancy or to act as alternate director only if he is a member and is not already a director of the company. REMOVAL OF DIRECTOR 34. The company may remove a director through a resolution passed in a general meeting of members in accordance with section 163 of the Act. CHAIRMAN OF THE BOARD 35. The directors may elect one of their members as the Chairman of the board. The Chairman of the board shall preside at all meetings of the board but, 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 directors present in person or through video-link may choose one of their member to be chairman of the meeting. DUTIES AND POWERS OF THE BOARD 36. The board shall conduct and manage all the business affairs of the company, exercise all the powers, authorities and discretion of the company, obtain or oppose the application by others for all concessions, grants, charters and legislative acts and authorization from any government or authority, enter into such contracts and do all such other things as may be necessary for carrying on the business of the company, except only such of them as under the statutes and Articles are expressly directed to be exercised by general meetings and (without in any way prejudicing or limiting the extent of such general powers) shall have the following special powers and duties: (a) To present to the general meeting of the company any matters which the directors feel are material to the company, its objects or interests or affecting the interests of members and make suitable recommendations regarding such matters. (b) To regulate, through articles, the admission of members. (c) To appoint, remove or suspend the legal advisors, bankers, or other officers on such terms and conditions as they shall think fit and as may be agreed upon. (d) To determine the remuneration, terms and conditions and powers of such appointees and from time to time, revoke such appointments and name another person of similar status to such office except for the auditor in which case the relevant provisions of the Act shall be followed. (e) To delegate, from time to time, to any such appointee all or any of the powers and authority of the board and to reconstitute, restrict or vary such delegations. (f) To appoint any qualified person as a first auditor(s) subject to provisions of the Act; (g) To agree upon and pay any expenses in connection with the company’s objects and undertakings and pay all the expenses incidental to the formation and regulation of the company. (h) To constitute from time to time committee(s) from among themselves or co-opt other persons for the purpose and delegate to them such functions and powers as the board may deem fit to carry out the objects of the company. (i) Subject to the provisions of section 183 of the Act, the directors may exercise all the powers of the company to borrow and mortgage or charge its undertaking, property and assets (both present and future) or issue securities, whether outright security for any debt, liability or obligation of the company. PROCEEDINGS OF THE BOARD 37. The board shall meet at least once in each quarter of every year, subject thereto meetings of the board shall be held at such time as the directors shall think fit. All meetings of the board shall be held at the registered office of the company or at such other place as the board shall from time to time determine. The meetings of the board shall be called by the chairman on his own accord or at the request of the chief executive (or any three directors) by giving at least seven (7) days’ notice to the members of the board. 38. At least one-third (1/3rd) of the total number of directors or two (2) directors whichever is higher, for the time being of the company, present personally or through video-link, shall constitute a quorum. 39. Save as otherwise expressly provided in the Act, every question at meetings of the board shall be determined by a majority of votes of the directors present in person or through video-link, each director having one vote. In case of an equality of votes or tie, the chairman shall have a casting vote in addition to his original vote as a director. 40. The directors shall cause records to be kept and minutes to be made in book or books with regard to— (a) all resolutions and proceedings of general meeting(s) and the meeting(s) of directors and committee(s) of directors, and every member present at any general meeting and every director present at any meeting of directors or committee of directors shall put his signature in a book to be kept for that purpose; (b) recording the names of the persons present at each meeting of the directors and of any committee of the directors, and the general meeting; and (c) all orders made by the directors and committee(s) of directors: Provided that all records related to proceedings through video-link shall be maintained in accordance with the relevant regulations specified by the Commission which shall be appropriately rendered into writing as part of the minute books according to the said regulations. RESOLUTION THROUGH CIRCULATION 41. A resolution in writing signed by all directors for the time being entitled to receive notice of the meeting of directors or affirmed by them in writing shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held. CHIEF EXECUTIVE 42. The directors may appoint a person to be the Chief Executive of the company and vest in him such powers and functions as they deem fit in relation to the management and administration of the affairs of the company subject to their general supervision and control. The Chief Executive, if not already a director, shall be deemed to be a director of the company and be entitled to all the rights and privileges and subject to all the liabilities of that office. QUALIFICATION OF THE CHIEF EXECUTIVE 43. No person who is not eligible to become a director of the company under section 153 of the Act, shall be appointed or continue as the Chief Executive of the company. REMOVAL OF CHIEF EXECUTIVE 44. The directors by passing resolution by not less than three-fourths of the total number of directors for the time being or the company may by a special resolution passed in a general meeting remove a chief executive before the expiry of his term in office. MINUTE BOOKS 45. The directors shall cause records to be kept and minutes to be made in book or books with regard to− (a) all resolutions and proceedings of general meeting(s) and the meeting(s) of directors and committee(s) of directors, and every member present at any general meeting and every director present at any meeting of directors or committee of directors shall put his signature in a book to be kept for that purpose; (b) recording the names of the persons present at each meeting of the directors and of any committee of the directors, and the general meeting; and (c) all orders made by the directors and committee(s) of directors: Provided that all records related to proceedings through videolink shall be maintained in accordance with the relevant regulations specified by the Commission which shall be appropriately recorded into writing and made part of the minute books according to the said regulations. SECRETARY 46. The Secretary shall be appointed (or removed) by the chairman of the company with the approval of the board. 47. The Secretary shall be responsible for all secretarial functions and shall ensure compliance with respect to requirements of the Act concerning the meetings and record of proceedings of the board, committees and the general meeting of members, review the applications for admission to membership and the recommendations accompanying the same to ensure that they are in the form prescribed, ensure that all notices required by these Articles or under the Act are duly sent and that all returns required under the Act are duly filed with concerned Company Registration Office. COMMITTEES 48. The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit and they may from time to time revoke such delegation. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed on it by the directors. CHAIRMAN OF COMMITTEE MEETINGS 49. 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 fifteen (15) minutes after the time appointed for holding the same or is unwilling to act as chairman, the members present may choose one of them to be the chairman of the meeting. PROCEEDINGS OF COMMITTEE MEMBERS 50. 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. VALIDITY OF DIRECTORS’ ACTS 51. 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 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 was qualified to be a director. THE SEAL 52. The directors shall provide for the safe custody of the seal, which shall not be affixed to any instrument except by the authority of a resolution of the board or by a committee of directors authorized in that behalf by the directors, and two directors or one director and the Secretary of the company shall sign every instrument to which the seal shall be affixed. FINANCES 53. The funds of the company shall be applied in defraying the expenses and shall be applicable in or towards the acquisition by purchase, lease or otherwise and furnishing and maintenance of suitable premises and assets for the use of the company and shall be subject to the general control and direction of the board. 54. No person, except persons duly authorized by the board and acting within the limits of the authority as conferred, shall have authority to sign any cheque or to enter into any contract so as thereby to impose any liability on the company or to pledge the assets of the company. ACCOUNTS BOOKS OF ACCOUNT 55. The directors shall cause to be kept proper books of account as required under Section 220 of the Act so that such books of account shall be kept at the registered office or at such other place as the directors think fit as provided in the said section 220 and shall be open to inspection by the directors during business hours. INSPECTION BY MEMBERS 56. The directors shall from time to time determine the time and places for inspection of the accounts and books of the company by the members not being directors, and no member (not being a director) shall have any right to inspect any account and book or papers of the company except as conferred by law or authorized by the directors or by the company in general meeting. ANNUAL ACCOUNTS 57. The directors shall as required by section 223 of the Act cause to be prepared and to be laid before the company in annual general meeting such financial statements duly audited and reports of the auditors and the directors as are required under the Act. COPY OF ACCOUNTS TO BE SENT TO MEMBERS 58. A copy of financial statements alongwith the reports of directors and auditors of the company shall, at least twenty-one (21) clear days before the holding of the general meeting, be sent to all the members and the persons entitled to receive notices of general meetings, in the manner in which notices are to be given as provided in section 55 of the Act. AUDIT 59. Auditors shall be appointed and their duties regulated in accordance with Sections 246 to 249 of the Act. NOTICE TO MEMBERS 60. Notice shall be given by the company to members and auditors of the company and other persons entitled to receive notice in accordance with section 55 of the Act. INDEMNITY 61. Every officer or 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 492 in which relief is granted to him by the Court. SECRECY 62. Every director, secretary, auditor, trustee, member of a committee, officer, servant, agent, accountant, or other person employed in the business of the company shall observe strict secrecy representing all transactions of the company, and the state of account with individuals and in matters relating thereto and shall not reveal any of the matters which may come to his knowledge in the discharge of his duties except when required so to do by the directors or the company in general meeting or by a court of law, and except so far as may be necessary in order to comply with any of the provisions herein contained. WINDING UP 63. In the case of winding up or dissolution of the company, any surplus assets or property, after the satisfaction of all debts and liabilities, shall not be paid or disbursed among the members, but shall be given or transferred to some other company established under section 42 of the Act, preferably having similar or identical objects to those of the company and with the approval required under the relevant provisions of the Income Tax Ordinance, 2001 and under intimation to the Securities and Exchange Commission of Pakistan. 64. With regard to winding up, the company shall comply with the relevant provisions of the Act and the conditions of licence granted under section 42 of the Act or any directions contained in a revocation order passed by the Commission under the said section 42. SUPPLEMENTARY PROVISIONS RELATING TO TAX 65. The company shall abide by and adhere to the following rules: (i) The company shall get its annual accounts audited from a firm of Chartered Accountants. (ii) The company shall, in the event of its dissolution, after meeting all liabilities, transfer all its assets to an Institution, fund, trust, society or organization, which is an approved non-profit organization, and intimation of such transfer will be given to Commissioner, Federal Board of Revenue, within ninety days of the dissolution. (iii) The company shall utilize its money, property or income or any part thereof, solely for promoting its objects. (iv) The company shall not pay or transfer any portion of its money, property or income, directly by way of dividend, bonus or profit, to any of its members(s) or the relative or relatives of member or members. (v) The company shall maintain its banks accounts with a scheduled bank or in a post office or national saving organization, National Bank of Pakistan or national commercialized banks. (vi) The company shall regularly maintain its books of accounts in accordance with generally accepted accounting principles and permit their inspection to the interested members of the public, without any hindrance, at all reasonable times. (vii) Without prejudice to the powers conferred on the Commission under section 42 of the Act, the association shall not change its memorandum and articles of association without approval of Commissioner, Income Tax, if it has been approved by him as a non- profit organization. (viii) The company shall restrict the surpluses or monies validly set apart, excluding restricted funds, up to twenty five percent (25%) of the total income of the year. Provided that such surpluses or monies set apart are invested in Government Securities, a collective investment scheme authorized or registered under the Non-Banking Finance Companies (Establishment and Regulation) Rules, 2003, mutual funds, a real estate investment trust approved and authorized under Real Estate Investment Trust Regulations, 2008 or scheduled banks. We, the several, persons whose names and addresses are subscribed below are desirous of being formed into a company in pursuance of these articles of association:- Name and NIC No. (in Father's/ Nationality(i Usual residential surname case of Husband's es) with any address in full or (present & foreigner, Name in former n the registered/ s o e for m e r) in fu ll Passport No) full Nationality ita pr i n c i p a l o f f i c e r u p ta ( in B l o c k u a d d r e s s f o r a n c g Letters) c subscriber other iS O than natural person Dated the____________ day of_________________, 20______ Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) Father’s/ Husband’s name Nationality Occupation NIC No. Usual residential address 66[…] 66 Omitted vide S.R.O. 732(I)/2018 dated 7th June, 2018. The omitted expression was read as under: Witness to above signatures: (For the documents submitted electronically) (Digital Signature Certificate Provider) Name: Address:

Effective date: 2017-05-30

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