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THE COMPANIES ORDINANCE, 1984
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(PRIVATE COMPANY LIMITED BY SHARES)
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Articles of Association
of
DAR-E-ARQAM GROUP OF COLLEGES
(PRIVATE) LIMITED
PRELIMINARY
1. The regulations contained in Table ‘A’ to the First Schedule to the
Companies Ordinance, 1984 (the “Ordinanc”) shall be the regulations of
DAR-E-ARQAM GROUP OF COLLEGES (PRIVATE) LIMITED
(the “Company”) so far as these are applicable to a private company.
PRIVATE LIMITED COMPANY
2. The Company is a Private Company within the meaning of section 2(1)
(28) of the Ordinance and accordingly:
(a) No invitation shall be issued to the public to subscribe for any
shares, debentures or debenture-stocks of the Company.
(b) The number of members of the Company (exclusive of persons
in the employment of the Company) shall be limited to fifty
provided that for the purpose of this provision when two or
more persons hold one or more shares in the Company jointly
they shall for the purposes of this clause be treated as a single
member ; and
(c) The right to transfer shares in the Company is restricted in the
manner and to the extent hereinafter appearing.
SHARES, TRANSFER AND TRANSMISSION
3. Every person whose name is entered as a member in the Register of
Members shall without payment, be entitled to a certificate under the Common
Seal of the Company specifying the shares held by several persons. The
Company shall not be bound to issue more than one certificate and delivery of a
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share certificate to any one of several joint holders shall be sufficient delivery
to all.
10. The Directors may decline to register any transfer of share to
transferee of whom they do not approve and shall be bound to show any reasons
for exercising their discretion subject to the provisions of Sections 77 and 78 of
the Companies Ordinance, 1984.
11. No share can be mortgaged, pledged, sold, hypothecated,
transferred or disposed off by any member to a non-member without the
previous sanction of the Board of Directors.
12. The legal heirs, executors or administrators of a deceased holder
shall be the only persons to be recognised by the Directors as having title to the
shares. In case of shares registered in the name of two or more holders the
survivors and the executors of the deceased shall be the only persons to be
recognised by the Company as having any title to the shares.
GENERAL MEETING
13. The First Annual General Meeting shall be held within 18 months
from the date of incorporation of the Company in accordance with the
provisions of Section 158 and thereafter once at least in every year and within a
period of four months following the close of its financial year and not more than
fifteen months after the holding of its last preceding Annual General Meeting as
may be determined by Directors. The Directors may, whenever they think fit, call
an Extraordinary General Meeting of the shareholders in terms of Section 159 of
the Companies Ordinance, 1984.
PROCEEDINGS AT GENERAL MEETING
14. Twenty one days' notice atleast specifying the place, day and hour of
the General Meeting and in case of special business the general nature of such
business, shall be given to the members in the manner provided in Table "A" but
accidental omission to give such notice to or non-receipt of such notice by the
member shall not invalidate the proceedings of the General Meeting.
15. The Chief Executive, with the consent of a meeting at which quorum
is present and shall if so directed by the meeting may adjourn the meeting from
time to time and from place to place, 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.
QUORUM
16. 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
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voting power either on their own account or as proxies, shall form a Quorum for a
General Meeting.
VOTES OF MEMBERS
17. At any General Meeting a resolution put to the vote of the General
Meeting shall be decided on a show of hands, unless a poll is demanded in
accordance with the provisions of Section 167 of the Companies Ordinance, 1984.
18. On a show of hands every member present shall have one vote and on
a poll, every member present in person or by proxy shall have one vote in respect
of each share held by him.
19. The instrument appointing a proxy and the power of attorney or other
authority under which it is signed or naturally certified copy of that power of
attorney or authority shall be deposited at the Registered Office of the Company
not less than forty eight hours before the time for holding the meeting at which
the person named in the instrument proposes to vote and in default, the instrument
of proxy will not be treated as valid.
CHAIRMAN
20. The Directors may from time to time appoint one of their members to
be the Chairman of the Company for a period not exceeding three years on such
terms and conditions as they deem fit. The Chairman shall preside over the
meetings of the Board of Directors and members of the Company. In his absence,
the Directors may elect one of them to preside over Board's / General Meetings.
The questions arising at the meeting of the Directors shall be decided by a
majority of votes. In the case of equality of votes, the Chairman or the Director
presiding over the meeting, as the case may be, shall have a casting vote.
CHIEF EXECUTIVE
21. 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.
DIRECTORS
22. Unless otherwise determined, the number of Directors shall not be less
than two. The following will be the first Directors of the Company.
1. ZAFAR IQBAL MINHAS
2. MARYEM BIBI
23. The election of the Directors shall be held in accordance with the
provisions of Section 178 of the Companies Ordinance, 1984.
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24. The first Directors including the Chief Executive shall hold office upto
the First Annual General Meeting in accordance with the provisions of the
Companies Ordinance, 1984, unless any one of them resigns earlier or becomes
disqualified for being Director or otherwise ceases to hold office.
25. A resolution for removing a Director shall not be deemed to have been
passed if the number of votes against him is equal to, or less than the number of
votes that would have been necessary for the election of Directors at the
immediately preceding annual election of Directors in the manner aforesaid but as
provided under Section 181 of the Companies Ordinance, 1984.
26. The remuneration of Directors except regularly paid Chief Executive
and full time working Directors shall, from time to time, be determined by the
Board of Directors but it shall not exceed Rs. 500/- per meeting at which the
Directors are present.
27. The Directors may sanction the payment of such additional sums as
they may think fit to any Director for any special service he may render to the
Company or be thought capable of rendering either by fixed sum or in any other
form as may be determined by the Directors subject to the provisions of the
Companies Ordinance, 1984.
28. The Director who resides out of station shall also be entitled to be paid
such travelling and other expenses for attending the meeting for the Company as
may be fixed by the Directors from time to time according to the provisions of the
Companies Ordinance, 1984.
29. Any casual vacancy occurring on the Board of Directors shall be filled
in by a resolution of the Board of Directors and the person so appointed shall hold
office for the remainder of the term of the Directors in whose place he is
appointed.
30. No Director shall be disqualified from his office by contracting with
the Company either as vendor, purchaser or otherwise nor shall any Director be
liable to account for any profit realised from any such contract or arrangement or
the fiduciary relation thereby established, but the nature of his interest must be
disclosed by him at the first meeting of the Directors after acquisition of his
interest.
NOMINEE DIRECTOR
31. In addition to the elected Directors, the Financial Institutions shall be
entitled, during the currency of their respective loan(s) to the Company to appoint
one person on the Board of Directors of the Company to be called Nominee
Director and to recall and/or replace such a person from time to time. Such
Nominee Director on the Board of Directors of the Company may not be holders
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of share(s) in the Capital of the Company and regulations and/or rules pertaining
to the election, retirement, qualification and/or disqualification of Directors shall
not apply to him.
NOTICES
32. Notices for every meeting of the Board of Directors will be given in
writing and there must be given a reasonable time in advance. The nature of the
business to be transacted at an intended Board meeting will be specified in the
notice.
MANAGEMENT
33. The whole business and affairs of the Company shall, subject to the
control and supervision of the Board of Directors, be managed and controlled by
the Chief Executive.
34. Subject to the limit fixed by the Directors, the Chief Executive may
from time to time raise or borrow any sums of money for and on behalf of the
Company from other companies, banks or financial institutions on such terms as
may be approved by the Board of Directors from time to time.
35. Without prejudice to the powers conferred by these Articles, the Board
of Directors shall have the following powers :-
( a ) To take on lease, purchase, erect or otherwise acquire for the
Company any assets, stocks, lands, buildings, property, rights or
privileges which the Company is authorised to acquire at such price
and generally on such terms and conditions as they think fit.
( b ) To let, mortgage, sell, exchange or otherwise dispose of absolutely or
conditionally all or any part of the assets, stocks, raw materials,
properties, privileges and undertaking of the Company upon such
terms and conditions and for such consideration as they think fit.
( c ) To appoint any person or persons to be attorney or attorneys of the
Company for such purposes and with such powers, authorities and
discretions and for such period and subject to such conditions as they
may, from time to time, think fit.
( d ) To enter into, carry out, rescind or vary all financial arrangements
with any bank, person, company, firm or corporation or in connection
with such arrangements to deposit, pledge or hypothecate property of
the Company or the documents representing or relating to the same.
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( e ) To make and give receipts, release and discharge all moneys payable
to the Company and for the claims and demands of the Company.
( f ) To compound or allow time to the payment or satisfaction of any debt
due to or by the Company and any claim and demands by or against
the Company and to refer claims or demands by or against the
Company to arbitration and observe and perform the awards.
( g ) To institute, prosecute, compromise, withdraw or abandon any legal
proceedings by or against the Company or its affairs or otherwise
concerning the affairs of the Company.
( h ) To raise and borrow money from time to time for the purposes of the
Company, on the mortgage of its property or any part thereof and/or
on any bond or debenture payable to bearer otherwise repayable in
such a manner and generally upon such terms as they think fit.
( i ) To open, operate and maintain bank/banks account(s) individually or
jointly as the Board may authorise or to any other person on its
behalf.
BORROWING POWERS
36. 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.
37. Debentures, debenture-stock, or other securities may be issued with
any special privileges as to redemption, surrender, allotment of shares, attending
and appointment of Directors or other privileges subject to any permission
required by law.
THE SEAL
38. The Company shall have a Common Seal and the Directors shall
provide for the safe custody of the same. The Seal shall not be applied on any
instrument except by the authority of the Board of Directors and in the presence
of at least two Directors who shall sign every instrument to which the Seal shall
be affixed in their presence. Such signatures shall be conclusive evidence of the
fact that the Seal has been properly affixed.
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ACCOUNTS
39. The Directors shall cause to be kept proper books of account as
required under Section 230 of the Companies Ordinance, 1984.
40. 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 subject to the
provisions of Section 230 of the Companies Ordinance, 1984.
AUDIT
41. Once at least in every year the accounts of the Company shall be
audited and correctness of the Balance Sheet shall be ascertained by one or
more Auditors. The Auditors shall be appointed and their duties regulated in
accordance with the provisions of Section 252 to 255 of the Companies
Ordinance, 1984.
INDEMNITY
42. In connection with carrying on the business of the Company, the Chief
Executive, every Director, or other officers of the Company shall be indemnified
by the Company for all losses and expenses occasioned by error of judgment or
oversight on his part, unless the same happens through his own dishonesty or
willful act and defaults.
SECRECY
43. No member shall be entitled to visit and inspect the Books of the
Company without the permission of the Chief Executive or one of the Directors or
to require discovery of any information regarding any detail of the Company's
business or any matter which is or may be in the nature of trade secret, or secret
process which may relate to the conduct of the Company's business and which in
the opinion of the Directors, will not be in the interest of the members of the
Company to communicate to the public.
ARBITRATION
44. Whenever any difference arises between the Company on the one hand
and the members, their executors, administrators or assignee on the other hand,
touching the true intent or construction or the incident or consequence of these
present or of the statutes or touching any thing thereafter done, executed, omitted
or suffered in pursuance of these presents or otherwise relating to these presents
or to any statutes affecting the Company, every such difference shall be referred
for the decision of the arbitrator who will be qualified in Islamic law.
45. The cost incidental to any such reference and award shall be at the
discretion of the arbitrator or umpire respectively who may determine the amount
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thereof and direct the same to be shared between the attorney and client or
otherwise and may award by whom and in what manner the same shall be borne
and paid.
WINDING UP
46. 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.
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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 Surname Nationality Number
( Present & Former ) Father’s / with any Residential Address of shares
in Full Husband’s former Occupation ( in Full ) taken by Signatures
( in Block Letters ) Name ( in Full ) Nationality each sub-
and C.N.I.C. # scriber
1. ZAFAR IQBAL S/O PAKISTANI BUSINESS HOUSE NO. 395 , 8,000
MINHAS MUHAMMAD Q-BLOCK - EIGHT
C.N.I.C. # IQBAL SABAR MODEL TOWN THOUSAND
35202-29254589 LAHORE
2. MARYEM BIBI W/O PAKISTANI BUSINESS HOUSE NO. 395, 2,000
ZAFAR Q-BLOCK, TWO
C.N.I.C. # IQBAL MODEL TOWN. THOUSAND
35202-2739354-4 MINHAS LAHORE
10,000
Total Number of Ten
Shares Taken Thousand
Dated this ……05th …….. day of …June ………. 2012.
Witness :
Witness to the above signatures :
National Institutional facilitation technologies (Pvt.) Ltd.
5th Floor AWT Plaza I. I. Chundrigar Road, Karachi
