mid term law assignment

8/14/2019 mid term law assignment

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CORPORATELAW AND

SECRETARIAL

PRACTICES

April 8

2013SUBMITTED BY:

INCORPORATIONOF GALLANT

CHEMICALS



INCORPORATION OF GALLANT CHEMICALS:

MEMORANDUM OF ASSOSIATION:

THE COMPANIES ORDINANCE, 1984

(PRIVATE COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION OF

GALLANT CHEMICALS PRIVATE LIMITED

1) The name of the Company is "GALLANT CHEMICALS PRIVATELIMITED."

2) The Registered Office of the Company will be situated in the province ofBALOCHISTAN.

3) The objects for which the Company is established are:

To carry on the business of manufacturers, producers, importers, exporters, dealers,

distributors, agents, wholesale and retail dealers of all kinds of medicines, drugs,

pharmaceuticals and especially injectable, veterinary medicines and dentistry medicines

for the health care of human beings as well as animals.

To carry on the business of distributors, suppliers, importers and exporters of and dealers

in all kinds of medicines, chemicals, perfumery, toilet requisites, pharmaceuticals,

veterinary medicines, dentistry medicines and other compounds, preparations and

materials.

To carry on the business of manufacturers of and dealers in anatomical, orthopedic and

surgical appliances of all kinds, vialling, bottling, packing, repacking and processing of

capsules, syrups, tablets, injectables and ointment and to carry on the business as

providers of all requisites for hospitals, patients, invalids, fowls, veterinary hospitals,

hatcheries and poultry farms.



To prepare, compound, manufacture, buy, sell, import, export and generally to deal in

medicines, drugs, propriety articles, tinctures, chemicals, pomades, ointments, liniments,

lotions, toilet articles, perfumeries, cosmetics, soaps, essences, surgical apparatus,

physicians and hospital supplies and specialties and all kinds of pharmaceuticals,

perfumery, toilet and medical preparations and materials, plastics, glassware and

veterinary products subject to any permission required by law.

To carry on the business of general order suppliers including Government, Semi-

Government Agencies, Armed Forces, Army, Military or Defence and commission

agents, indentors, traders and as general merchants, wholesalers, retailers, dealers,

distributors, stockist agents, sub-agents in any goods or products or within the scope of

the object of the Company and subject to any permission required under the law.

To carry on business and obtain licences for shipping agents, clearing and forwarding

agents, purchasing and indenting agents, selling agents, (except managing agent) on such

terms and conditions as the Company may think proper, subject to any permission as

required under the law.

To acquire by concession, grant, purchase, barter, licence either absolutely or

conditionally and either solely or jointly with others any lands, buildings, machinery,

plants, equipments, privileges, rights, licences, trade marks, patents, and other movable

and immovable property of any description which the Company may deem necessary or

which may seem to the Company capable of being turned to account, subject to any

permission as required under the law.

To act as representatives, for any person, firm or company and to undertake and perform

sub-contracts, and also act in the business of the Company through or by means of

agents, sub-contractors and to do all or any of the things mentioned herein in any part of

the world and either alone or in collaboration with others and by or through agents, sub-

contractors or otherwise.



To go in for, buy or otherwise acquire and use any patent design, copyright, license,

concession, convenience, innovation, invention, trademarks, rights, privileges, plants,

tools or machinery and the like in Pakistan or elsewhere, which may for the time being

appear to be useful or valuable for adding to the efficiency or productivity of the

Company's work or business, as permissible under the law.

To acquire and carry on all or any part of the business or property and to undertake any

liabilities of any person, firm, association or company's possession of property suitable

for any of the purposes of the Company or carrying on any business which this Company

is authorised to carry on and in consideration for the same, to pay cash or to issue shares

of the Company.

To carry out joint venture agreements with other companies or countries within the scope

of the objects of the Company.

To cause the Company to be registered or recognized in any foreign country.

To do and perform all other acts and things as are incidental or conducive to theattainment of the above objects or any of them.

It is declared that notwithstanding anything contained in the foregoing object clauses of

this Memorandum of Association nothing contained therein shall be construed as

empowering the Company to undertake or to indulge in business of banking company,

banking, leasing, investment, managing agency or insurance business directly or

indirectly as restricted under the law or any unlawful operation.4) The liability of the members is limited.

5) The authorized capital of the Company is Rs. 35,00,000/- divided into 35,000 ordinary

shares of Rs. 100/- (Rupees One Hundred only) each with powers to increase and reduce

the Capital of the Company and to divide the shares in the capital for the time being into

several classes in accordance with the provisions of the Companies Ordinance, 1984.



6) We, the several persons whose names and addresses are subscribed, are desirous of being

formed into a company, in pursuance of this memorandum of association, and we

respectively agree to take the number of shares in the capital of the company set opposite

our respective names.

S.

No.

Name and

Surname

(present &

former) in

full (in

Block

Letters)

NIC No.

(in case of

foreigner,

Passport

No.)

Father‟s/

Husband‟s

Name in full

Nationality(ies)

with any former

Nationality

Occupation Residential

address in

full

Number of

shares taken

by each

subscriber

Signatures

1 CH.SHUJ

AAT

12354-

1456877-1

Gh Pakistani Trading

business

Street ---,

No. --, F-7/2,

Islamabad

10.000 -------

2 ALTAF

HUSSAI

N

25814-

1456879-2

IJ Pakistani Import and

export of

sports goods

Street ----,

No.-----, Pak

Nagar,

Akram Road,

Lahore

10,000 ------------

3 ASIF ALI

ZARDAR

I

62584-

1548795-3

KL Pakistani Advocate Street-----

,No. -----,

Queens

Road,

Karachi.

15,000 ------------

Total number of shares taken 35

(Thirty Five)

Dated the ______ day of _______ 2009

Witness to above signatures.

______________

Signatures

Full Name, _________

NIC Number,_________





(Private Company Limited by Shares)

ARTICLES OF ASSOSIATION

OF

GALLANT CHEMICALS (PRIVATE) LIMITED

The Regulations contained in Table „A‟ to the First Schedule to the Companies Ordinance, 1984

(the “Ordinance”) shall be partly the regulations of GALLANT CHEMICALS (Private)

Limited (the “Company”) so far as these are applicable to a private company. The company will

have its own articles of association partly. The articles according to which the internal affairs of

the organization will be conducted are as follows:

The Company is a “Private Company”

No invitation shall be made to the public to subscribe for the shares or debentures of the

Company.

The number of the members of the Company (exclusive of persons in the employment of

the Company), shall be limited to fifty, provided that for the purpose of this provision,

where two or more persons hold one or more shares in the company jointly, they shall be

treated as single member; and

The right to transfer shares of the Company is restricted in the manner and to the extent

herein appearing.

There will be three numbers of directors whose full name address will be attached at the

end.

From the date on which the commencement certificate will be issued to the company the

day to day business of the company will be started from the very next date.

No shares shall be granted to the public.

The money shall be returned back to the applicant‟s to whom shares have not been

issued.

Minimum number of members shall not exceed above 50.

Transfer of shares shall be restricted.



It is not compulsory for company to issue prospectus.

Loans can be taken from the day by which the company gets the incorporation certificate

from the SECP.

Committees to which the directors delegate any of their powers must follow procedures

which are based as far as they are applicable on those provisions of the articles which

govern the taking of decisions by directors.

The directors may make rules of procedure for all or any committees, which prevail over

rules derived from the articles if they are not consistent with them.

The directors may appoint a director to chair their meetings.

The person so appointed for the time being is known as the chairman.

The directors may terminate the chairman‟s appointment at any time.

If the chairman is not participating in a directors‟ meeting within ten minutes of the time

at which it was to start, the participating directors must appoint one of themselves to chair

it.

A member desirous to transfer any of his shares shall first offer such shares for sale or

gift to the existing members and in case of their refusal to accept the offer, such shares

may be transferred to any other person, as proposed by the transferor member, with the

approval of the Board of Directors.

Directors are entitled to such remuneration as the directors determine

(a) For their services to the company as directors, and

(b) For any other service which they undertake for the company.

No share is to be issued for less than the aggregate of its nominal value and any

(a) Premium to be paid to the company in consideration for its issue.

(b) This does not apply to shares taken on the formation of the company by the

subscribers to the company’s memorandum.



Transmission of shares

If title to a share passes to a transmittee, the company may only recognise the

transmittee as having any title to that share.

A transmittee who produces such evidence of entitlement to shares as the directors may

properly require —

may, subject to the articles, choose either to become the holder of those shares or to have

them transferred to another person, and

subject to the articles, and pending any transfer of the shares to another person, has the

same rights as the holder had.

But transmittees do not have the right to attend or vote at a general meeting, or agree to a

proposed written resolution, in respect of shares to which they are entitled, by reason of

the holder‟s death or bankruptcy or otherwise, unless they become the holders of those

shares.

Unclaimed distributions

All dividends or other sums which are

payable in respect of shares, and

unclaimed after having been declared or become payable,

May be invested or otherwise made use of by the directors for the benefit of the company

until claimed.

The payment of any such dividend or other sum into a separate account does not make

the company a trustee in respect of it.

If

twelve years have passed from the date on which a dividend or other sum became due for payment, and

the distribution recipient has not claimed it,

the distribution recipient is no longer entitled to that dividend or other sum and it ceases

to remain owing by the company.



Insurance

The directors may decide to purchase and maintain insurance, at the expense of the

company, for the benefit of any relevant director in respect of any relevant loss.

QUORUM

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. Two members, present in

person, representing not less than 25% of the total voting power either on their own

account or as proxies, shall form a Quorum for a General Meeting.

CHIEF EXECUTIVE

The first Chief Executive of the Company will be appointed by the Board of Directors

within fifteen days from the date of incorporation of the Company who shall hold office

till the first Annual General Meeting.

BORROWING POWERS

The Directors may from time to time raise, borrow or secure the payment of any sums for

the purposes of the Company in such manner and upon such terms and conditions as they

think fit and in particular by the issue of debentures, debenture-stock or other securities

charged upon all or any part of the property of the Company present or future.

WINDING UP

If the Company is wound up whether voluntarily or otherwise the liquidator may, with

the sanction of a special resolution, divide amongst the contributories in specie any part

of the assets and liabilities of the Company, subject to Section 421 and other provisions

of the Companies Ordinance, 1984 as may be applicable.



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 to our respective names.

Name and CNIC

No.

Father’s

Name

Nationality Occupation Residential

Address

Number Of

Shares

Taken by

Each

Subscriber

Signature

Chaudhary Shujaat

C.N.I.C #

______________

JB Pakistani Lahore 10,000

(Ten

Thousands)

Altaf Hussain

C.N.I.C #

______________

HU Pakistani Multan 10,000

(Ten

Thousands)

Asif Ali ZardariC.N.I.C #

______________

DG Pakistani Karachi 15,000(Fifteen

Thousands)

Dated this day of ________

Witness to the above signatures: Nationality: PakistaniFull Name: ________________ Occupation: ________________

C.N.I.C # ________________ Full Address: ________________

Father’s Name ________________ ________________ ________________



INCORPORATION OF A PRIVATE LIMITED COMPANY:

Incorporation means registration of a company which is registered by the registrar of the

companies in SECP (Security exchange commission of Pakistan). There are different ways to

incorporate the company that are online or physical in the same way there fesses vary from each

other both of the ways are different from one another both of the ways have been discussed

below but for the company proposed up it shall be preferred for that to submit the documents

online as its fees is relatively very low as of physical and is easy then the manual process.

The Manual process contains the following procedures to be followed:

1) First of all the application to the registrar is made for checking the availability of the

name with a fee of 500 (Five hundred). The name must not be identical, must not be

inappropriate that and it should not be depicting any religion name all of these aspects

should be kept in mind

2) Form 1 to be filled and attached which states the declaration of applicant forincorporation.

3) Form 21 to be filled and attached which states about the company‟s overall history.

4) Form 29 to be filled and attached which states the directors and officers of the company 5) The promoters of the company prepare the memorandum of association. It is the most

important document of the company. It is the charter of the company and defines its

powers and states its objectives. Its contents have been discussed above it is the

constitution of the company

6) Next to the memorandum of association is the articles of association which are the bye-

laws of the company it states the internal affairs of the organization that how the

organization will work and how it will handle its daily routine matters all of these are to

be stated in the articles of association.

ONLINE INCORPORATION OF A COMPANY:

There is an option that documents can be submitted to the registrar of the companies

online too which have the following steps that a login is too be made on the website of



SECP the directors of the company can make that as well as the person who is consulting

can made the login on the SECP website. First of all the availability of name is asked

with the original challan fee and in the same way here too the company name should not

be identical and all of the cases above explained. That it should not be identical should

not be representing the name of any religion and all such things. Then the logins of the

directors of the companies is to be made with all of their complete information all of the

directors. Memorandum of association and articles of association is to be attached then

for the further proceedings.

NAMES PROHIBITED FOR A COMPANY

A company cannot be register which is having any identical name which is showing any

name which was already a name of any company or any name showing any religious issues all of

these companies cannot be formed .A company shall not be registered by a name identical with

that by which a company in existence already registered, or so nearly resembling that name as to

be calculated to deceive, except the company in existence is in the course or being dissolved and

significant its consent in such manner as the registrar requires.

EXPENSE:

Details Manual

Submission

Online

Submission

Name availability fee 500 200

Rates of stamps on M.O.A and on A.O.A

50 75

Fees on authorized capital 39,000

Fees on authorized capital 19500

Registration fee 7500 5000

Fees of certification of M.O.A and A.O.A 500 250TOTAL 47,550 25,025



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