Subject:

Business Law

Topic:

Memorandum of Association &

Article of Association

Submitted to:

Prof. Haroon Saleem

Submitted by:

Sr. Students Name Roll. No

No
1 Tooba Kanwal W2F17ASOC0016
2 Zoha Tahir W2F17ASOC0018
3 Ayesha Khalil W2F17ASOC0019
4 Fiza Noor W2F17ASOC0022
5 Amina Afzal W2F17ASOC0054

Submission Date: 18-02-2019

1
 Table of Contents
S. No. Contents Page No.
1 Acknowledgement 3
2 Memorandum of Association 4-7
3 Articles of Associations 8-12

2
Acknowledgement

I am grateful to Almighty for giving me the strength to successfully conduct my

experiment and for sustaining my efforts which many a times did oscillate.

I would like to express my special thanks of gratitude to my teacher

(Prof. Haroon Saleem) as well as our principal (Sir. Asif Usmani) who gave me the
golden opportunity to do this wonderful project on the topic (Memorandum of
Association & Articles of Association), which also helped me in doing a lot of
Research and I came to know about so many new things I am really thankful to
them.
Secondly i would also like to thank my parents and friends who helped me a lot in
finalizing this project within the limited time frame.

3
 COMPANIES ACTS, 1984

(PRIVATE COMPANY LIMMITED BY SHARES)

MEMORENDUM OF ASSOCIATION

OF

ANGELIC TEXTILE Pvt. LIMITED

1. The name of the company is “Angelic Textile Pvt. Limited”.
2. The register office of the company will be situated in the Province of Punjab.
3. The objects for which the company is established are following:
a. To install, textile-weaving and spinning industry and to sell such cloth
manufactured by the company in or outside the Pakistan.
b. To install and set-up an industrial under taking for sizing of all kind of yarn and to
size yarn for its own and for other projects in Pakistan.
c. To supply yarn and other products to their relevant department or outsourcing as
per need of the company.
d. To purchase, export or import the textile related products including raw materials
like dyes, cotton, wool cotton, yarn silk, fabric and other relevant products as per
need.
e. By the time, the business of the hosiery will be carried and run as well as
maintenance and acquire the other business related to the field as per need and
circumstances of the company.
f. To carry on the business of manufacturer, buyer, seller, importer, exporter,
commission agent, distributor and dealer in all sort of cotton, yarn, fiber, viscose
staple, cloth, dyed/bleached cloth, printed cloth, made-ups, garments, hosiery
products, towels and other merchandise as permissible under law.
g. To give our services as importer, exporter, distributor, wholesaler, retailers as
needed for the sake of the companies good performance.
h. To carry on the business as manufacturer, buyer, seller, importer, exporter and
dealer ion plants, machinery, tools, equipments of all and every kinds and
descriptions and to acquire or let on hire such things or repair or renovate the
same and to put the same to any lawful operations.
i. To borrow money from directors, Commercial Banks and Government Financial
Institutions to support the business of the company. In case, mortgage and pledge
techniques can also be used to support the company and maintain its goodwill and
business as well.

4
 j. To purchase, take on lease or in exchange, hire or otherwise acquire any land,
building, easement, right, privileges, concession, patents rights, licenses,
trademark, or copyrights, machinery, plants, stock-in-trade and any real personal
property of any kind necessary or convenient for the purpose of the business of
the company.
k. To acquire and take over the assets including land, building, easement, patents,
licenses, trademarks, plant machinery and other assets of business as per need.
l. To trade lease and in any other manner, contract with or dispose of the
undertaking or possessions of the company or any other part thereof for such
consideration as the company makes think fit.
m. To open bank accounts for the banking transactions including making
endorsement and transferring the cheques, bills of exchange, promissory note, bill
of lading and other negotiable instruments to run the business fluently.
n. To issue and execute guarantee/guarantees for and on behalf of the company to
make safe its legal responsibility or for any associated company incorporated
under the relevant necessities of law in favor of any bank, DFI’s, financial
institutions and government agency and to present the assets of the company as
security to the said bank or financial institutions and to create a charge or lien
against the assets of the company making itself liable as guarantor of the said
associate company with the banks, DFI’s or the financial institutions/ government
agencies.
4. The liability of the members is limited.
5. The authorized capital of the company is 100,000,000/- ( Rs. Ten Million Only) divided
into 100.000 ordinary shares of Rs. 100/- each with the power to increase, reduce,
consolidate or otherwise re-organize the share capital and to divides the share of
company into different classes in accordance with the provisions of Companies
Ordinance, 1984.

5
“We, the several persons whose name and addresses are subscribed below, are desirous of being
formed into a company, in the pursuance of the Memorandum of Association, and we are
respectively agreed to take the number of the share in the Capital of the Company set opposite to
our respective name.”

Name Father’s Nationality Occupation Residential Number of Signature

and CNIC Name address Shares
No. Taken by
Each
Subscriber
Tooba Tariq Pakistani Business Hairanwala 20,000 Tooba
Kanwal Mehmood woman Khurd, (twenty Kanwal
C.N.I.C # Punjab thousand)
35202-
442254-1
Zoha Tahir Tahir Pakistan Business Wazirabad, 20,000 Zoha Tahir
C.N.I.C # Hameed woman Punjab (twenty
35202- thousand)
396274-1
Ayesha Khalil Pakistan Business Wazirabad, 20,000 Ayesha
Khalil Bhutta woman Punjab (twenty Khalil
C.N.I.C # thousand)
35202-
265898-1
Fiza Noor M. Pakistani Business Hairanwala 20,000 Fiza Noor
C.N.I.C # Siddique woman Khurd, (twenty
35202- Punjab thousand)
458597-1
Amina M. Afzal Pakistani Business Kot Inayat 20,000 Amina
Afzal woman Khan, (twenty Afzal
C.N.I.C # Punjab thousand)
35202-
236478-1

Dated this 18 day of February 2019

6
Witnesses to the above signatures:

Full Name: Mohsin Ghoury Nationality: Pakistan

C.N.I.C: 35202-789452-1 Occupation: Advocate session Court

Father’s Name: Meer Sadiq Full Address: Gulberg II Lahore

7
 COMPANIES ACTS, 1984

(PRIVATE COMPANY LIMMITED BY SHARES)

ARTICALES OF ASSOCIATION

OF

ANGELIC TEXTILE Pvt. LIMITED

Preliminary:
Subjects as hereinafter provided, the regulations contained in A of the first schedule to
the companies ordinance, 1984, (hereinafter referred to as table A) shall apply to the
company so far as those arte applicable to private companies, with the expectations of the
regulations which are modified, altered or added hereunder.

Private Limited Company:

The company is a private company within the meaning of clause (28) of section 2(1) of the
companies’ ordinance, 1984 and accordingly:

1. No invitation shall be issued to the public to subscribe for any share, debentures or
debenture-stock of the company.
2. The number of members of the company (exclusive of the persons in the employment of
the company) shall be limited to fifty provided that for the purpose of this provision when
two or more persons hold one or more shares in the company jointly they shall for the
purpose of this clause be treated as a single member; and
3. The right to transfer share in the company is restricted in the manner and to the extent
hereinafter appearing.

Business:
The company is entitled to commence business from the date of its incorporation.
The business of the company shall include all or any of the objects enumerated in the
memorandum of association.
The business of the company shall be carried out at such place or places in the whole of
Pakistan or elsewhere as the directors may deem proper or advisable from time to time.

8
Capital:
The authorized capital of the company is 100,000,000/- ( Rs. Ten Million Only) divided
into 100.000 ordinary shares of Rs. 100/- each with the power to increase, reduce,
consolidate, sub-divided or otherwise re-organized the share capital of the company.
The shares shall be under the control of the Board of Directors who may allot or
otherwise dispose of the same to such person, firms, corporations, or corporations on
such terms and conditions and at any such time as may be thought fit.
The shares in the capital of the company may be allotted or issued in payment of any
property, land, machinery or goods supplied or any services rendered to the company or
promotion or formation of the company or conduct of its business or at any shares so
allotted may be issued as fully paid shares.

Shares, Transfer and Transmission:

Every person whose name is entered as a member in the Register of members shall
without payment be entitled to a certificate under a 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 share certificate to any one of several joint
holders shall be sufficient delivery to all.
The directors may decline to register any transfer of share, to transferee of whom they do
not approve and shall not be bound to show any reason for exercising their discretion
subject to the provisions of sections 77 and 78 of the Companies Ordinance.
No share can be mortgaged, pledged, sold, transferred or disposed off by any member to
a non-member without the pervious sanction of the Board of Directors.
The legal heirs, executors or administrators of a deceased holder shall be the only person
to be recognized by the company as having any title to the share.

General meeting:
The first annual general meeting shall be held within 18 months from the date of
incorporation of the company in accordance with the provisions of section 158, thereafter
once at least in every year and within a period of four months following the close of its
financial year and not more than fifteen months after the holding its last preceding,
Annual General Meeting as may be determined by the directors. The directors may,
whenever they think fit, call an Extraordinary General Meeting of the shareholders in
term of section 159 of the Companies Ordinance 1984.

9
Votes of member:
At any General Meeting a resolution put to the vote of the General Meeting shall be
decided on a show of hands, unless a poll is demanded in accordance with the provision
of section 167 of the Companies Ordinance 1984.
On a show of hands every member present shall have one vote and on a poll, every
member present in person or by proxy shall have one vote in respect of each share held
by him.
The instrument appointing a proxy and the power of attorney or other authority under
which it is signed or notarially certified copy of that power of attorney or authority shall
be deposited at the registered office of the company not less than forty eight hours before
the time of holding the meeting at which the person named in the instrument proposes to
vote and in default, the instrument of proxy will not be treated as valid.

Directors:
Unless otherwise determine, the number of directors shall not be less than one. The
following will be the first directors of company:
o Tooba Kanwal
o Zoha Tahir
o Ayesha Khalil
o Fiza Noor
o Amina Afzal
The election of directors shall be held in accordance with the provision of section 178 of
the Companies Ordinance, 1984.
A resolution for removing a director shall not be deemed to have been passed if the
number of votes against him is equal to, or less then the number of votes that would have
been necessary for the election of Directors in the manner aforesaid but as provided under
section 181 of the Companies Ordinance 1984.
The remuneration of directors except regularly paid Chief Executive and full time
working Directors shall, from time to time, be determined by the Board of Directors but it
shall not exceed Rs.500/- per meeting at which the director are present.
No Director shall be disqualified from his office by contracting with the company either
as vender, purchaser or otherwise nor shall any director be liable to account for any profit
realized from any such contract or arrangement or the fiduciary relation thereby
established, but the nature of his interest must be disclosed by him at the first meeting of
Directors after acquisition of his interest.

10
Notices:
Notices of every meeting of Board of Directors will be given in writing and there must be
given a reasonable time in advance. The nature of the business to be transacted at any
intended Board meeting will be specified in the notice.

The Seal:
The company shall have a Common Seal and the directors shall provide for the safe
custody of the same. The Seal shall not be applies on any instrument except by the
authority of the Board of Directors in the presence of at least two Directors who shall
sign every instrument to which the Seal shall be affixed in their presence. Such signatures
shall be conclusive evidence of the fact that the Seal has been properly affixed.

Accounts:
The directors shall cause to be kept proper books of accounts as required under section
230 of the Companies Ordinance 1984. The books of accounts shall be kept at the
registered office of the Company or at such other places as the directors shall think fit
subject to the provisions of section 230 of the Companies Ordinance, 1984.

Audit:
Once at least in every year the accounts of the company shall be audited and correctness
of Balance Sheet shall be ascertained by one or more auditors. The auditors shall be
appointed their duties regulated in accordance with the provision of section 252 to 255 of
the Companies Ordinance, 1984.

Indemnity:
In connection with carrying on the business of the Company, the Chief Executive, every
Director, or other officers of the company shall be indemnified by the company for all
losses and expenses occasioned by error of judgment or oversight on his part, unless the
same happens through his own dishonesty or willful act and default.

Secrecy:
No member shall be entitled to visit and inspect the books of the companies without the
permission of Chief Executive or one of the directors or to require discovery of any
information regarding any details of the Company’s Business and which in the opinion of
the directors, will not be interest of the member of the Company to communicate to the
public.

11
Arbitration:
Whenever any difference arises between the company on the one hand and the members,
their executors, administrators or assignees on the other hand, touching the true intent or
construction or the incident or consequence of these presents or of the statutes or
touching anything thereafter done, executed, omitted or suffered in pursuance of these
presents or otherwise relating to these presents or to any statutes affecting the Company,
every such difference shall be referred for the decision of the arbitration who will be
qualified in Islamic Law.
The cost incidental to any such reference and award shall be at the discretion of the
arbitration or umpire respectively who may determine the amount thereof and the Direct
the same to be shared between the attorney and client and may award by whom and in
what manner the same shall be home and paid.

Winding Up:
If the Company is wound up weather voluntarily or otherwise the liquidator may, with
the sanction of special resolution, divide amongst the contributors in specie any part of
the assets and liabilities of the company, subject to the section 421 and other provisions
of the companies’ ordinance, 1984 as may be applicable.

12
 Presentation segregation:

Roll No Topic P.No.

W2F17ASOC0016 Articles of Association 11-12
(Audit to Wind up)
W2F17ASOC0018 Memorandum of Association 5-7
(point 3(m) to Signature of
Witness )
W2F17ASOC0019 Memorandum of Association 4-5
[Point 1 to point 3(l)]
W2F17ASOC0022 Articles of Association 8-9
(Preliminary to General
Meeting)
W2F17ASOC0054 Articles of Association (Votes 10-11
of members to Accounts)

13