Memorandum and AOA Formated

MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
PAKISTAN PREMIER FUND LIMITED
Company Limited by Share

Incorporated in Pakistan under
The Companies Ordinance, 1984
THE COMPANIES ORDINANCE, 1984
(COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
OF
Pakistan Premier Fund Limited
I. The name of Company is Pakistan Premier Fund Limited
II. The Registered Office of the Company will be situated in the Province of Sindh.
III. The objects for which the Company is established and which are in conformity with the
Investment policy of the Company as laid down in the following clauses.
Investment policy of the Company is:
General nature of the business transacted and to be transacted by the Company will be the
investing of its assets in securities. The purpose of the Company is to provide a vehicle where
the investors can invest their funds and securities under the direction of Arif Habib Investment
Management Limited (hereinafter called the “Investment Adviser”), subject to general Control
and directions of the Board of Directors. The objective of the Company is to provide superior
results through investment in quality growth stock, dividend generating stocks and quality
modaraba certificates. Though the Company's fund may be invested in ordinary stocks, it may
also take a significant position in other securities listed on a stock exchange (e.g. fixed income
securities, participation term certificates, etc.), bank deposits short term money market
instruments, short remaining life TFCs, other short maturity debt instruments, short date
repurchase agreements (REPOs) including Carry Over Transaction (COT) or similar financings,
from time to time to protect against capital losses when the stock market appears vulnerable.
Selection of securities for the portfolio will be based, as far as possible, on their potential capital
appreciation.
1. To carry on the business of Closed-end Investment Company in a manner that the affairs and
business of the Company shall be subject always to and be governed and controlled by the
Securities and Exchange Commission Ordinance, 1969 (Ordinance XVII of 1969) and the
Non-Banking Financing Companies Establishment and Regulation) Rules, 2003, (hereinafter
referred to as "the Rules) and the investment schemes and directions as may from time to time
be issued and be applicable to the Company or any law for the time being in force.
2. To buy, sell, hold or otherwise acquire or Invest the capital of Company and other moneys in
shares, stocks, modaraba certificates, fixed income securities, bonds, obligations and securities
issued or guaranteed by a Company incorporated or registered in Pakistan (which is listed or
for the listing of which an application has been made).
3. To acquire and such shares, stocks, modaraba certificate, fixed income securities, bonds,
obligations or securities by original subscription, tender, purchase, exchange or otherwise and to
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subscribe for the same, either conditionally or otherwise and to guarantee the subscription
thereof and to exercise and enforce all rights and powers conferred by or incidental to the
ownership thereof.
4. To invest or participate in and to collaborate or cooperate with any other investment Company.
5. Merge with, acquire or takeover any other investment company, with the prior approval of the
Securities and Exchange Commission of Pakistan in writing to the scheme of such merger,
acquisition or takeover.
6. To assist, cooperate, collaborate or participate under any financial management, joint venture or
other arrangement with any investment company.
7. To advance and lend money to any person only and exclusively in connection with the business
of the Company on appropriate security.
8. To appoint an Investment Adviser for running the business and management of affairs of the
Company as provided by the Rules, as amended and / or replaced from time to time and to
appoint Messrs. Arif Habib Investment Management Limited as the Investment Adviser in terms
of the law and rules for the time being in force and to execute an agreement in this behalf and to
renew, amend, modify such agreement in accordance with such law and the rules with prior
approval of the Securities and Exchange Commission of Pakistan.
9. To employ experts to investigate into and examine the conditions, prospects, value, character
and circumstances of any company whose securities are listed or to be listed on a stock
exchange.
10. To borrow or obtain moneys or secure the payment of money and/or fulfillment of any
obligations in such manner as the Company think fit. However, the Company shall not pledge or
mortgage any of the securities held or beneficially owned by it.
11. To acquire by subscription, purchase or otherwise and to take and hold or sell or re-issue with
or without guarantee or otherwise deal with any shares, stocks modaraba certificates, fixed
income securities, or other interest in any other company.
12. To sell, improve, manage, develop, lease, mortgage, exchange, work, turn to account or
otherwise deal with all or any part of the property, or rights or concessions of Company.
13. To draw, make accept, endorse, discount, execute and issue bills of exchange, promissory
notes, hundies, cheques, bonds, warrants, fixed income securities and other negotiable or
transferable instruments or securities and other accounts of any kind or nature whatsoever.
14. To pay all charges and expenses sustained in or about the promotion and establishment of the
Company or which the Company shall consider to be preliminary, including, therein the costs,
charges and expenses of and incidental to advertisement, commission for underwriting,
brokerage, printing and stationary and the promotion and establishment of agencies and local
boards.
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15. To remunerate any person or firms or companies for services rendered on to be rendered in
placing or assisting to place or guaranteeing the placing of any shares/modaraba certificates in
the Company's capital or fixed income securities or other securities of the Company or in or
about the formation or promotion of the Company or the acquisition of any rights or property by
the Company or the conduct of its business.
16. Provided that the Company shall not undertake any activity or transactions which is forbidden
under the Rules or any other laws, rules and regulations for the time being in force.
17. This Memorandum of Association shall not be altered without the prior written approval of the
Securities and Exchange Commission of Pakistan.
IV. The liability of members is limited.
V. The capital of the Company is Rs. 1,500,000,000/- (Rupees One Billion Five Hundred Million
Only) divided into 150,000,000 ordinary shares of Rs. 10/-each with powers to the Company
from time to time increase and reduce it capital.
We, several persons whose names and addresses are subscribed hereto are desirous of being formed
into a Company in pursuance of the Memorandum of Association and we respectively agree to take the
number of shares in the capital of the Company set opposite our respective names:
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S.No Present and Father's Name Present/ Residential No. of Signature
. Former Name and Former Address In Full / Shares
Surname Nationalit Occupation taken by
y each
subscriber
1 Mr. Qazi Mazhar Ul Qazi Moin Ul Pakistani 3, Khayaban-e-Bahria, 500 -----Sd-----
Haque Haque Phase V, DHA, Karachi
Business Executive
2 Mr. Arif Ali Shah Khadim Ali Shah Pakistani 31/11 28th Street Phase, 500 -----Sd-----
Bukhari Bukhari V, DHA Karachi.
Business
3 Mr. Zahid Noorani Qasim Ibrahim Pakistani 64-I, Street No. 16 500 -----Sd-----
Noorani Khayaban-e-Badban,
Karachi
Business Executive
4 Mr. M. Saleem Mohammad Pakistani 43/III, 9th Street, Phase 500 -----Sd-----
Siddique V, DHA, Karachi
Business Executive
5 Mr. Khalid Latif Abdul Rasheed Pakistani 69/5 Abid Majeed Road 500 -----Sd-----
Lahore Cantt Banker
6 Mr. Tayyeb Afzal M. Afzal Pakistani H. No. 57, Street 7 off 500 -----Sd-----
Khayaban-e-Badban,
Karachi.
Business Executive
7 Mr. Shafiq A. Khan Wazir A. Khan Pakistani W-318, Street 24 500 -----Sd-----
L.C.C.H.S. Lahore Cantt.
Banker
DATE: November 20, 1994
Witness to above signatures:
Full Name Father's Occupation Full Residential Signature

Name Address
Mohammad Hanif Dawood Usman Chartered B-62 Block 15, Gulshan- -----Sd-----
Jakhura Accountant e-Iqbal, Karachi.
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THE COMPANIES ORDINANCE, 1984
(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION
OF

1. Regulations applicable to Company: Table "A" not to apply: Regulations for management of
the Company and for observance of the members thereof and their representatives shall (subject to
any exercise of statutory powers of the Company in reference to repeal or alteration of or additions
to its regulations by Special Resolution, as prescribed by the Ordinance) be such as are contained in
these Articles, shall be read with the Ordinances and the Provisions of any other applicable law for
the time being in force. The regulations contained in Table "A" of the first Schedule to the Ordinance
shall not apply to the Company except in so far as they are repeated or contained in these Articles
or by the Ordinance.
2. Definition: The marginal notes hereto shall not affect the construction hereof and in these presents,
unless there be something in the subject or inconsistent therewith:
The Company: “The Company” means Pakistan Premier Fund Limited, except where the subject
or context means otherwise.
The Securities and Exchange Ordinance: “The Securities and Exchange Ordinance” means the
Securities and Exchange Ordinance, 1969.
The Rules: “The Rules” means the Non-Banking Finance Companies (Establishment &
Regulation), Rules, 2003.
Authority: “Authority” means the Securities and Exchange Commission of Pakistan, constituted
under the Securities and Exchange Commission Act, 1997 (Act XLII of 1997) and the successor
thereof.
Articles: “Articles” means these Articles of Association as originally framed or as from time to time
altered by Special Resolution.
Books and papers, etc: “Books and papers” , “Books or Papers”, or “Books of Accounts”
Include accounts, deeds, vouchers, registers, writing and documents.
Chairman: “Chairman” means the Chairman of the Company or of Board of Directors for the time
being.
Chief Executive: “Chief Executive” means the Chief Executive appointed under these Articles.
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Directors: “Directors” mean the Directors of the company for the time being or the Directors
assembled at Board.
Dividend: “Dividend” Includes Bonus.
Debentures: “Debentures” include Stock, bond, term finance certificate and other security other
than the shares/certificates of the Company/Modaraba whether constituting a charge on the assets
or not.
Document: “Document” includes summon, notice, requisition, order, other legal process, voucher
and register.
Financial Statements: “Financial Statements” cover Balance sheet, income statement or profit and
loss account or income and expenditure account, statement of changes in financial position by
whatever name called, notes and other statements and explanatory material which are identified as
being part of the financial statements and are required to be prepared under the Ordinance.
Modaraba Ordinance: “Modaraba Ordinance” means the Modaraba companies and Modaraba
(Flotation and Control) Ordinance, 1980 for the time being in force.
Month: “Month” means calendar month of the English calendar.
Member: “Member” means the member of the Company within the meaning of the provisions of
Section 2 (1) (21).
Ordinance: “Ordinance” means the Companies Ordinance, 1984 including any statutory
modifications for the time being in force.
Office: “Office” means the registered office for the time being of the Company.
Ordinary Resolution: “Ordinary Resolution” Means a resolution passed at general meeting when
the votes cast (whether on a show of hands or on a poll, as the case may be) in favour of the
resolution by the members presents and voting in person or by proxy exceeds the votes, if any cast
against the resolution.
Participatory Redeemable Capital: “Participatory Redeemable Capital” means such capital as is

entitled to participate in the profit and loss of the Company.
Proxy: “Proxy” includes Attorney duty constituted under a Power of Attorney.
Register: “Register” means the Register of Members to be kept pursuant to Section 147.
Registrar: “Registrar” means the Registrar of Companies.
Redeemable Capital: “Redeemable Capital” has the meaning assigned to it by Sections 2(1)
(30A).
Section: "Section" means section of the Ordinance.
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Special Resolution: "Special Resolution has the meaning assigned to it by Sections 2(1)(36).
Secretary: “Secretary” means any individual appointed to perform the secretarial, administrative or
other duties ordinarily performed by the secretary
Shares: “Shares” means ordinary shares of nominal value of Rupees Ten (Rs. 10) each in the share
capital of the Company.
Security Includes:
i) any stock, transferable share, scrip, note, fixed income securities debenture, debenture
stock, bond, participation term certificate, modaraba certificate, musharika certificate, term
finance certificate, investment contract, and preorganisation certificate or subscription and
in general any interest or instrument commonly known as a "Security and, any certificate of
deposit or certificate of interest or participation in, temporary or interim certificate or
receipt or any warrant or right to subscribe to or any note, draft, bill of exchange or
banker's acceptance or any note, which has a maturity at the time of issuance of not more
than twelve months, exclusive of grace, or any renewal thereof whose maturity is likewise
limited.
ii) any Government security as defined in the Security Act 1920 (X of 1920): and
In writing, and written: “In writing” and “Written” include printing lithography and other
modes of representing or reproducing words in a visible form.
Words importing the singular number only include the Plural Number and vice versa.
Words importing masculine gender only include the feminine gender.
Words importing persons include corporations.
3. The Company will be public Company within the meaning of clause (30) of subsection 1 of
Section 2 of the Companies Ordinance, 1984.
INVESTMENT POLICY
4. General nature of the business transacted and to be transacted by the Company will be the
investing to its assets in securities. The purpose of the Company is to provide a vehicle whereby
investors can invest their funds in securities under the direction of Arif Habib Investment
Management Limited (hereinafter called the Investment Adviser) subject to the general control
and directions of the Board of Directors. The objective of the Company is to achieve superior
results through investment in quality growth stocks. Although the Company's fund may be invested
primarily in ordinary stocks & modaraba certificates, it may also invest in other securities listed on
a stock exchange (e.g. fixed income securities, participation term certificates), bank deposits,
short term money market instruments, short remaining life TFCs, other short maturity debt
instruments, short date repurchase agreements (REPOs) including Carry Over Transactions
(COT) or similar financing from time to time to protect against capital losses when the stock
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market appears vulnerable. Selection of securities for the portfolio will be based, as far as
possible on their potential capital appreciation possibilities as well as dividend potential.
(a) The Company will invest in the equity securities of privatization issuers which are in the
process of privatization or traded on any Stock Exchange in Pakistan or in any Pakistan
over the counter market or on a private negotiated basis, and preferably with a history
of issuing dividends.
The Company intends to invest in privatization Issuers, through the following modalities:
i. Participation in bidding consortium

ii. Direct purchase of the balance of Government shares that successful bidders are
required to purchase or arrange for disinvestment under the terms of signed sales
contract with the Government; and
iii. Purchasing shares from the Government on Stock Exchanges in Pakistan.
4 (A) The Investment Policy of the Company shall always be subject to the limitations and conditions
contained in the Rules and otherwise as prescribed by the Commission from time to time, in
accordance with the Rules.
COMMENCEMENT OF BUSINESS
5. Commencement of Business: The Company shall not commence or exercise any borrowing
powers until the requirements of Section 146 of the Ordinance shall have been complied with.
CAPITAL AND SHARES
6. Capital:
(a) The Authorized Capital of the Company is Rs. 1,500,000,000/-(Rupees One Billion
and Five hundred million only) divided into 150,000,000 (One Hundred Fifty million
only) ordinary shares of Rs. 10/- each.
(b) Out of the above, capital may be issued by the Directors from time to time with the
permission of Controller of Capital Issues, as the Directors may deem necessary.
7. Company not to purchase or grant financial assistance to purchase its own shares or its
holding Company's shares: None of the funds of the Company shall be employed in the
purchase of its own shares or the shares of its holding Company, and the Company shall not
except to the extent permitted by section 95, give any financial assistance whether directly or
indirectly and whether by means of a loan, guarantee, the provision of security or otherwise, for
the purpose of or in connection with any purchase made or to be made by any person of any
shares in the Company or where the Company is a subsidiary for the time being, in its holding
Company.
8. Shares at the disposal of Directors: Subject to the provisions of Articles, the shares shall be
under control of the Directors, who may allot or otherwise dispose of the same to such persons,
on such terms and conditions, and at such times, as the Directors think fit and if so authorized by
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the Company in General Meeting, give to any person the call of any shares either at par or at a
premium, or at a discount (subject to the provisions of Section 84) and for such time, and for
such consideration as the Directors think fit. Provided that upon the issue of any further shares
the Directors shall comply with the provisions of Section 86 of the Ordinance & provisions of
the Rules 1971.
9. Return of Allotments: As regards all allotments from time to time made, the Directors shall
duly comply with the requirements of Section 73.
10. Restrictions on allotment: If the Company shall offer any of its shares to the public for
subscription no allotment thereof shall be made, unless the amount stated in the prospectus as
the minimum amount which in the opinion of the Directors must be raised by the issue of share
capital in order to provide the sums or, if any part thereof is to be defrayed in any other manner
the balance of the sum required to be provided in respect of the matters specified in clause 5 of
Section 1 of part 1 of Second Schedule of the Ordinance has been subscribed and the full
amount thereof has been paid to an received in cash by the Company. The Directors shall also
comply with the provisions of Section 68.
11. Conversion of loans, etc. into shares: The Company may issue ordinary shares grant option
to convert into shares the outstanding balance of any loans, advances credit, as defined in the
Banking Companies Ordinance, 1962 (L VII of 1962) or other non-interest bearing securities
and obligations in accordance with the provisions of Section 87.
12. Issue of redeemable capital: The Company may issue to one or more scheduled banks,
financial institutions or such other persons as are specified for the purpose by the Federal
Government by notification in the official gazette, any investment in the nature of redeemable
capital in any or several forms in accordance with the provisions of Section 120.
13. Shares for consideration other than cash: Shares in capital of the Company may be allotted
as payment or part payment for any property sold or transferred, goods or machinery supplied
or for services rendered to the Company in or about formation or promotion of the Company or
conduct of its business, and any shares which may be so allotted may be issued as fully paid-up
otherwise than in cash, and if so issued shall be deemed to be fully paid-up shares as aforesaid.
14. Commission for placing shares: The Company may at any time pay a commission to any
person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any
shares, debentures or debenture stock in the Company, or procuring or agreeing to procure
subscription (whether absolute or conditional) for any shares, debentures or debenture-stock in
the Company and the amount or rate of commission shall not exceed such rate percent of
amount as may be fixed by the Authority on the shares, debentures or debenture-stock in each
case subscribed or to be subscribed. The commission may be paid or satisfied in cash or in
shares, debentures or debenture-stock.
15. Brokerage: The Company may pay a reasonable sum for brokerage not exceeding one
percent of the amount at which the shares or debentures have been sold.
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16. Issue of shares at discount: With the previous authority of the Company in General Meeting
and the sanction of Authority and upon complying with Section 84 it shall be lawful for the
Directors to issue at a discount shares of a class already issued.
17. Trust not to be recognized: Save as herein otherwise provided, and except for a central
depository licence by the government, the Company shall be entitled to treat the registered
holder of any share as the absolute owner thereof and accordingly shall not, except as ordered
by a Court of competent jurisdiction or as by statue required, be bound to recognize any
benami, equitable or other claim to or interest in such share on the part of any other person.
18. Who may be registered: Shares may also be registered in the name of any limited Company
or other corporate body. Not more than four persons shall be registered as joint holders of any
share. The allotment or transfer of shares to a non-national of Pakistan will be subject to the
approvals required by Exchange Control Regulations or of any other law for the time being in
force, if any.
19. Register of Member: The Company shall cause to be kept a Register and Index of Members
in accordance with Section 147 of the Ordinance.
20. Inspection of Register: The Register shall be open to inspection of members gratis and to
inspection of any other person on payment of ten rupees for each inspection. Any such
members or persons may take extract therefrom. The Company shall send to any member or
person on request extracts of the Register or of the list of any summary required under the
Ordinance. The extract shall be sent within a period of ten days, exclusive of non working days,
after the day on which the member's request is received by the Company.
21. Company to determine terms and conditions for further issue: In addition to and without
derogating from the powers for that purpose conferred on the Directors under these Articles
and to any exercise of such powers, the Company in General Meeting may determine that any
shares (whether forming part of the original capital or of any increased capital of the Company)
shall be offered to such persons (whether members or holders of debentures of the Company or
not) at a premium or at par or subject to compliance with the provisions of Section 84 of the
Ordinance at a discount and such General Meeting shall determine and with full powers to give
any person (whether a member of the Company or not) the option to call for or to allot shares
of any class of the Company either at premium or at par or subject to compliance with
provisions of Section 84 of the Ordinance, at a discount and such General Meeting shall
determine and with dull powers to give any person ( whether a member of the Company or not)
the option to call for or to allot shares of any class of the Company either at premium or at par
or subject as aforesaid at a discount, such option being exercisable at such times and for such
consideration as may be directed by such General Meeting, may make any other provision
whatsoever for the issue allotment or disposal of any shares.
22. Company not bound to recognize any interest in shares other than that of the
registered holder: Save us herein otherwise provided the Company shall be entitled to treat
the person whose name appears on the Register as the holder of any share as the absolute
owner thereof and accordingly shall not (except as ordered by a Court of competent jurisdiction
or as by law required) be bound to recognize any by name, trust or equity or equitable
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contingent or other claim to or interest in such share on the part of any person whether or not it
shall have express or implied notice thereof.
23. Joint Shareholders: If any shares stand in the name of two more persons, the person first
named in the Register shall, as regards receipt of dividend or bonus or service of notices and all
or any other matters connected with the Company except voting at the meeting and the transfer
of shares, be deemed to be sole holder.
24. Death of Joint shareholders: In the case of death of any one or more of the persons named
in the Register as the joint holders of any shares, the survivor or survivors shall be only person
or persons recognized by the Company as having any title to or interest in such shares.
CERTIFICATES
25. Certificates: The certificates of title to shares and duplicates thereof when necessary shall be
issued under the seal of the Company and signed by two directors.
26. Member's right to certificate: Every member shall be entitled to one certificate for all the
shares registered in his name or if the Directors so approve to several certificates each for one
or more of such shares but in respect of each certificate for less than one hundred shares, the
Directors shall be entitled to charge a fee of such less sum as they may determine. Every
certificate of shares shall specify the number and distinctive numbers of the shares in respect of
which it is issued and the amount paid-up thereon.
27. Delivery of share certificates: The Company shall, within ninety (90) days after the allotment
and within forty five (45) days, after the application for the registration of the transfer of any
share, complete and have ready for delivery the certificates for shares and unless sent by post or
delivered to the person entitled thereto within that period, shall give notice of this fact to the
shareholder immediately thereafter.
28. Issue of new certificate in place of defaced, lost destroyed certificates: If any certificate
be worn out or defaced, then, upon production thereof to the Directors they may order the
same to be cancelled, and make a new certificate, in lieu thereof, and if any certificate be lost or
destroyed then, upon proof thereof, to the satisfaction of the Directors and on such Indemnity as
the Directors deem adequate being given, a new certificate in lieu thereof shall be given, to the
registered holder of the shares within forty five (45) days from the date of application, to which
such lost or destroyed certificate shall relate.
29. Fee: For every certificate issued under the last preceding Article there shall be paid to the
Company the sum of Rs. 2 or such smaller sum as the Directors may determine.
30. Issue of shares to Joint holders: The certificates of shares registered in the name of two or
more persons shall be delivered to the person first named on the Register.
TRANSFER AND TRANSMISSION OF SHARES
31. Transfer of shares:
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a) Application for the registration of transfer of shares may be made either by the
transferor or transferee.
b) Subject to the provisions of Sections 76 (1) and 76 (5) no transfer of shares shall be
registered unless instrument of transfer duly stamped and executed by the transferor and
transferee has been delivered to the Company together with the Certificate or
Certificates of the shares. The Instrument of transfer of any share shall be signed both
by the transferor and transferee, and shall contain the name and address both of the
transferor and transferee, and the transferor shall be deemed to remain the holder of
such share until the name of the transferee is entered in the Registers in respect thereof.
Each signature to such transfer shall be duly attested by the signature of the credible
witness who shall add his address and occupation.
c) The transferor shall be deemed to remain the holder of such share until the name of the
transferee is entered in the register in respect thereof.
32. Register of transfer: The Company shall keep a book to be called the "Register of Transfer"
and therein shall be fairly and distinctly entered the particulars of every transfer or transmission
of any shares.
33. Form of transfer: The Instrument of transfer of any share shall be in writing in the usual
common form, or in the following form, or as near thereto as circumstances will a admit:

I, ........................ of ....................... In consideration of the sum of Rs. ..................... paid to
me by ..................... of ......................, hereinafter called the said transferee, do hereby transfer
to the said transferee share (or shares) numbered ................. in the undertaking called Pakistan
Premier Fund Limited to hold unto the said transferee, his executors, administrators and assigns,
subject to the several conditions on which I held the same immediately before 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 the ............................ day of .......................... witness to the signatures
of etc.
34. Sell / Transfer of the Management Company: The Promoters will not sell transfer
management of the Company without approval of the Commission.
35. Sell / Transfer of the Shares of the Management Company: The Promoters will neither
sell / transfer their shares the Company without approval of the Commission.
36. No transfer to infant, etc. No transfer shall be made to an infant or person of unsound mind
or to an insolvent.
37. Transfer deed be left at the office and evidence to title be given: Every instrument of
transfer shall be left at the office for registration, accompanied by the certificate of the shares to
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transferred, and such other evidence as the Directors may require to prove the title of the
transferor on his right to transfer the shares, and upon payment of the proper fee the transferee
shall be registered as a member in respect of such shares. The Directors may waive the
production of any certificate satisfactory to them of its loss or destruction.
38. Directors’ power to refuse to register a transfer: The Directors shall not refuse to register
the transfer of any shares unless the transfer deed is defective or invalid or otherwise there is a
specific bar under the Rules or under any condition imposed by the Commission on
transferability of the shares in accordance with the Rules. The transfer deed may re-lodged after
the removal of such defect or invalidity.
39. Retention of transfer deeds: All instruments, of transfer, which shall be registered, shall be
retained by the Company, but any instrument of transfer which the Directors may decline to
register, due to any defect in or invalidity of the transfer deed shall be returned to the person
depositing the same.
40. Notice of refusal to register transfer: If the Directors refuse to register transfer of any
shares, they shall within thirty days from the date on which the instrument of transfer was lodged
with the Company send to the transferee and the transferor notice of the refusal stating the
reasons for such refusal.
41. Transfer Fee: A fee not exceeding Rs. 2 may be charged for each transfer, and shall, if
required by the Directors, be paid before the registration thereof.
42. Closure of transfer books and registers: On giving seven day's previous notice in some
newspaper circulating in Province of Sindh the Transfer Books and Register of Members may
be closed during such time as the Directors think fit, not exceeding in the whole, forty-five days
in each year, but not exceeding thirty days at a time.
43. Right on nomination: A person may on acquiting interest in the Company as a member,
represented by shares, at any time after acquisition of such interest deposit with the Company a
nomination conferring on one or more persons the right to acquire interest in the shares specified
therein in the event of his death. The Company shall also comply with the provisions of Section
80 in case of any nomination.
44. Transmission of shares: The executors or administrators of a deceased member (not being
one of several joint-holders) shall be only person recognized by the Company as having my title
to the shares registered in the name of such member and in case of the death of any one or more
of the joint-holders of any registered shares, the survivors shall be the only persons recognized
by the Company as having and title to or interest in such shares.
45. Proof of title: Before recognizing any executor or administrator the Directors may require him
to obtain a Grant of Probate or Letters of Administration or other legal representation as the
case may be, from some competent Court in Pakistan provided nevertheless that in any case
where the Board in their absolute discretion think fit, it shall be lawful for the Directors to
dispense with the production of Probate or Letters of Administration or such other legal
representation upon such terms as to indemnity or otherwise as the Directors in their absolute
discretion, may consider necessary.
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46. Option and mode of registration of shares in case of death, insolvency, etc. of a
member: Any person becoming entitled to any shares in consequence of death, lunacy or
insolvency of a Member may, upon evidence as to his title being produced, as may from time to
time be required by Directors, elect either to be registered himself as holder of share or to have
some other person nominated by him registered transferee thereof as deceased or insolvent
person could have opted. If a person so become entitled shall elect to be registered himself he
shall deliver or send to the Company a notice in writing signed by him, stating that he so elects, if
he shall elect to have another person registered he shall testify his election by execution to that
person a transfer of share.
47. Right of person becoming entitled to share: A person becoming entitled to a share by
reason of death or insolvency of holder shall be entitled to same dividends and other advantages
to which he would have been entitled if he were registered holder of share except that, he shall
not, before being registered as a member in respect of share, be entitled to exercise any
conferred by membership in relation to meetings of the Company.
48. Transfer of shares of insane, infant or deceased or bankrupt: Any committee or guardian
of a lunatic or infant member or any person becoming entitled to or to transfer shares in
consequence of the death of bankruptcy or insolvency of any member upon producing such
evidence that he sustains the character in respect of which he proposes to act under this article,
or of his title as the Directors think sufficient may with the consent of the Directors (which they
shall not be under any obligation to give), be registered as a member in respect of such share, or
may subject to the regulations as to transfer hereinbefore contained, transfer such shares.
INCREASE, ALTERATION AND REDUCTION OF CAPITAL

49. Power to increase capital: The Company may from time to time by ordinary Resolution and
subject to the approval of the Commission, increase the capital by creation of new shares of
such amount as may be deemed expedient.
50. Offer of new shares: Where the Directors decide to increase in the capital of the Company by
the issue of further shares, such share be offered to the members strictly in proportion to the
existing shares held by each member, irrespective of the class, and such offer shall be made by
notice specifying the number of share to which member is entitled, and limiting a time within
which the offer, if not accepted, will be deemed to be declined. Such offer accompanied by a
circular duly signed by the Directors or an officer of the Company authorized by them in the
form prescribed by the Commission containing material information about the affairs of the
Company, latest statement of accounts and setting forth the necessity for issue of further capital.
The circular shall specify a date by which the offer, if not accepted, will be deemed to be
declined.
51. Decline of offer: Where the offer of new shares made to the member in pursuance of Article
39 is declined or not subscribed either in whole or in part the Directors shall offer the
unsubscribed part to one or more institution as may be specified by the Commission. If such
institution does not subscribe to the whole or any part shall be allotted and issued in such
manner as the Directors my deem fit.
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52. Fractional shares: The fractional shares shall not be offered to the members becoming entitled
to such fractional shares on the issue of new shares. All fractions less than a share shall be
consolidated and disposed of by the Company and all the proceeds from such disposition shall
be paid to such of the entitled shareholders as may have accepted the offer for new shares.
53. Conditions for issue of new shares: Subject to any special rights or privileges for the time
being attached to any shares the new shares shall be issued upon such terms and conditions, and
with such rights and privileges annexed thereto as the resolution creating the same shall direct,
and if no direction be given, as the Directors shall determine subject nevertheless to the
provisions of the Ordinance.
54. Provisions relating to the new issue: Before the issue of any new shares, the Company in
General Meeting may make provisions as to the allotment and issue of the new shares, and in
particular may determine that the same shall be issued either at par or at a premium or, subject
to the provisions of Section 84 at a discount.
55. New shares to rank pari passu with original capital: Except far as otherwise provided by
the conditions of issue or by these presents, any capital raised by the creation of new shares
shall be considered part of the Original capital and shall be subject to the provisions herein
contained with reference to the transfer and transmission and otherwise.
56. Rights amongst various classes of shares: The right as amongst various classes of shares, if
any as to profits, votes and the benefits shall be strictly proportionate to the paid up value of
shares.
57. Reorganisation of share capital: The Company may by Ordinary Resolution and subject to
the provisions of the Ordinance and the Rules:-
(a) Consolidate and divide its share capital into shares of a large denomination 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 provisions of paragraph
(d) of sub-section (1) of Section 92.
(c) Cancel any shares, which at the date of passing of the resolution have not taken or
agreed to be taken by any person.
58. Variation in rights of sub-division: The resolution whereby any share is sub-divided may
determine that, as between the holders of the shares resulting from such sub-division, one or
more of such shares shall have some preference or special advantage as compared with the
others or other, subject, nevertheless, to the provisions of Section 92, and the Rules.
59. Reduction of capital: The Company may {subject to the provisions of the Rules and of
Sections 92 and 95 to 100 (both inclusive) of the Ordinance } from time to time by Special
Resolution cancel shares, which at the date of resolution in that behalf, have not been taken or
agreed to be taken by any person or reduce its capital by paying off surplus capital in excess of
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its needs or cancelling capital which has been lost or is unrepresented by available assets or
otherwise as may seem expedient.
SURRENDER OF SHARES
60. Surrender of shares: Subject to the provisions of Section 95 to 106 (both inclusive) and of
the Rules the Directors may accept from any member the surrender on such terms and
conditions as shall be agreed, of all or any of his shares.
VARIATION OF RIGHTS
61. Power to vary rights: The variation of the rights of shareholders of any where such alteration
affects the substantive rights or liabilities of member or class of members shall be carried only if
a majority of at least three fourths of the members or class of members affected by such
alteration, as the case may be, personally or through proxy vote for such alteration.
BORROWING POWERS
62. Power to borrow: The Directors may from time to time at their discretion, and subject to the
Rules borrow and secure the payment of any sum or sums of money for the purposes of the
Company, and may themselves advance to the Company on security or otherwise subject to the
provisions of the Ordinance.
63. Conditions on which money may be borrowed: Subject to the Rules the Directors may
secure the repayment or payment of any sum or sums in such manner and upon such terms and
conditions in all respects as they think fit, and in particular;
i) by the creation of any mortgage or charge on the undertaking or the whole or any part
of the property, present or future;
ii) by the issue the bonds perpetual or redeemable debentures or debenture-stock or

redeemable capital of the Company charged upon all or any part of the property of the
Company both present and future;
iii) issue of promissory notes, bills of exchange and issuance bills;
iv) furnishing guarantees and undertakings, depositing securities, shares and documents of
title, and;
v) appointing attorneys, giving them powers of executing documents, having them

registered, selling and managing all the Company's properties, undertakings and
business and furnishing or creating such other securities as may be considered
expedient; and for all or any of the purposes aforesaid or otherwise execute, complete
and deliver such agreements and documents as may be required.
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64. Assignment of securities: Subject to the Rules Debentures, debenture-stock, redeemable
capital or other securities may be made assignable free from any equities between the Company
and the person to whom the same may be issued.
65. Issue at discount etc: Any debenture, debenture stock, bonds, redeemable capital or other
securities may be issued at a discount, premium or otherwise and with any special privileges as
to redemption, surrender, drawings, allotment of shares, attending and voting subject to the
provisions of the Ordinance, at General Meeting of the Company, appointment of Directors and
otherwise.
66. Bonds, etc. to be subject to control of Directors: Any bonds, fixed investment securities,
Participation Term certificates, Term Finance Certificate of other securities issued or to be
issued by the Company shall be under the control of the Directors who may issue them upon
such terms and conditions and in such manner and for such considerations as they shall consider
to be for the benefit of the Company.
67. Indemnity may be given: If the Directors or any of them or any other person shall become
personality liable for the payment of any sum primarily due for the Company, the Directors may
execute or cause to be executed any mortgage, charge or security over or affecting the whole or
any part of the assets of the Company by way of Indemnity to secure the Directors or persons
so becoming liable as aforesaid from any loss in respect of such liability.
68. Register of mortgages: The Directors shall cause a proper Register to be kept in accordance
with Section 135, of all mortgages and charges specifically affecting the property of the
Company, and shall duly comply with the requirements of Sections 121 and 123. In regard to
the registration of mortgages and charges therein specified, and otherwise and shall also duly
comply with the requirements of Section 130 as to keeping a copy of every instrument creating
any mortgage or charge by the Company at the office, and the requirements of Section 132 as
to giving intimation of the payment or satisfaction of any charges or mortgages created by the
Company.
69. Register of debenture holders: Every Register of holders of debentures of the Company may
be closed for any periods not exceeding in the whole forty five days in any year and not
exceeding thirty days at one time. Subject as aforesaid every such Register shall be open to the
inspection of the registered holder of any such debentures and of any member; but the
Company may in General Meeting impose any reasonable restrictions so that at least two hours
in each day when such Register is open are appointed for inspection.
70. Instruments transfer: Subject to the provisions of Section 76(1) and 76(5) no transfer of
registered debentures shall be registered unless a proper instrument of transfer duty stamped
and executed by the transferor and transferee has been delivered to the Company together with
Certificate or Certificates of the debentures.
71. Notice of refusal register transfer: If the Directors refuse to register the transfer of any
debenture they shall within thirty days from the date on which the instrument of transfer was
lodged with the Company send to the transferee and the transferor notice of the refusal.
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72. Inspection of copies of mortgages: The Company shall comply with the provisions of
Section 136 as to allowing inspection of copies kept at the office in pursuance of Section 130
and as to allowing inspection of the Registers of Mortgages to be kept at the office in pursuance
of Section 135.
73. Supplying copies of register of holders of debentures: The Company shall comply with the
provisions of Section 113 as to supplying copies of any register of holders of debentures or of
any trust deed for securing any issue of debentures, on payment of the statutory fee.
74. Right of debenture holders to balance sheets etc: Holders at Debentures shall have the
same right to receive and inspect the Financial Statements of the Company and the Reports of
the Auditors and other reports as are provided to the holders of Ordinary Shares in the
Company.
RESERVE AND DEPRECIATION FUNDS

75. Reserve Fund: The Directors may from time to time before recommending any dividend set
apart any and such portion of the profits of the Company as they think fit as a Reserve Fund to
meet contingencies or for the liquidation of any debentures, other redecinable capital, debts or
other liabilities of the Company, for equalization of dividends or for repairing, improving, and
maintaining any of the property of the Company and for such other purposes of the Company as
the Directors in their absolute discretion think conductive to the interests of the Company; and
may invest the several sums so set aside upon such investment (other than shares of the
Company) subject to the provisions of Section 208 as they may think fit, and from time to time
deal with and very such investments, and dispose of all or any part thereof for the benefit of the
Company, and may divide the reserve fund into such special funds as they may think fit with full
powers to employ the Reserve Funds or any part thereof in the business of the Company, and
that without being bound to keep the same separate from other assets.
76. Depreciation Fund: The Directors may, from time to time before recommending any dividend,
set apart any and such portion of the Company, as they think fit as a Depreciation Fund
applicable at the discretion of the Directors, for providing against any depreciation in the
investments of the Company or for rebuilding, restoring, replacing or for altering any part of the
buildings, work, plant, machinery or other property of the Company destroyed or damaged by
fire, flood storm, tempest, earthquake, accident, riot, wear and tear, or any other means
whatsoever and for repairing, altering and keeping in good condition the property of the
Company or for extending and enlarging the buildings, machinery and property of the Company
with full power to employ the assets constituting such Depreciation Fund in the business of the
Company and that without being bound to keep the same separate from other assets.
77. Investment of money: All moneys carried to the Reserve Fund and Depreciation Fund
respectively shall nevertheless remain and be profits of the Company available subject to due
provisions being made for actual loss or deprecation for the payments of dividends and such
moneys and all other moneys of the Company not immediately required for the purposes of the
Company may be invested by the Directors in or upon such investment or securities as they may
select or may be used as working capital or may be kept at any Bank on deposit or otherwise
as the Directors may from time to time think proper subject to the provisions of Section 208.
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GENERAL MEETINGS
78. Statutory meeting: The Company shall hold a statutory Meeting within the period specified in
Section 157.
79. General Meeting: The first General Meeting of the Company shall be held within eighteen
months from the date of its incorporation and thereafter once atleast in every calendar year
within a period of four months following the close of the financial year (not exceeding fifteen
months since the holding of the last preceding General Meeting) in accordance with the
provisions of Section 158.
80. Extra-Ordinary Meetings: The First General meeting of the Company except those referred
to in Articles 66 and 67 shall be called Extra-ordinary General Meetings.
81. When extra-ordinary meetings to be called and requisition: The Directors may, whenever
they think fit, and they shall, on the requisition of the holders of not less than one tenth of the
voting power of the Company, forthwith proceed to convene an Extraordinary General Meeting
and in the case of such requisition the following provisions shall have effect.
(1) The requisition must state the object of the meeting and must be signed by the
requisitionists and deposited at the office and may consist of
(2) If the Directors of the Company do not proceed within twenty-one days from the date
of the requisition being so deposited to cause a meeting to be called the requisitionists or
a majority of them in value may themselves convene the meeting, but any meeting so
convened shall not be held after three months from the date of the deposit.
(3) Any meeting convened under the Article by the requisitionists shall be convened in the
same manner as nearly as possible as that in which meetings are to be convened by the
Directors but shall be held at the Office.
(4) A requisition by joint holders of shares must be signed by all such holders.
NOTICE OF MEETING
82. Not less than twenty one day's notice of every General Meeting to the members specifying the
place, day and hour of meeting with a statement of the business to be transacted at the meeting
shall be given either by advertisement or by post or otherwise served as hereinafter mentioned
and where it is proposed to pass a special resolution, the intention to propose such resolution as
a special resolution shall be given.
83. Special Business: Were any special business is to be transacted at a General Meeting there
shall be annexed to the notice of the meeting a statement setting out all material facts concerning
such business, including in particular nature and extend of the interest, if any, therein of every
Director, whether directly or indirectly, and where any item of business consists of the according
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of an approval to any document by the meeting, the time when and the place where the
document may be inspected shall be specified in the statement.
84. Where a resolution is intended to be proposed for consideration at a General Meeting as a

Special Resolution a copy thereof shall be annexed to the notice convening such meting.
85. If a Special Resolution is intended to be passed at a General Meeting the notice convening that
meeting shall specify the intention to propose the resolution as a Special Resolution.
86. A notice for a General Meeting convened for the election of Directors shall state the number of
Directors to be elected at that meeting and the name of the retiring Directors.
87. Omission to give notice: The accidental omission to give any such notice to or the non receipt
of notice by any of the members shall not invalidate the proceedings at any such meeting.
PROCEEDINGS AT GENERAL MEETING

88. Business of ordinary meeting and special business: The business of an Ordinary Meeting
shall be to receive and consider the Financial Statements, the Reports of the Directors and of
the Auditors to elect directors in the place of the those retiring, to appoint auditors and fixing
their remuneration, to declare dividends and to transact any other business which under these
presents ought to be transacted at an Ordinary General Meeting and all business transacted at
an Extraordinary Meeting shall be deemed special.
89. Quorum: Ten members present in person representing not less than twenty five percent of the
total voting power either of their own account or as proxies shall be a quorum for a General
Meeting.
90. Quorum to present when business commenced: No business shall be transacted at any
General Meeting unless the quorum requisite shall be present at the commencement of the
business.
91. Chairman of General Meeting: The Chairman of the Directors shall be entitled to take the
chair at every General Meeting on if there be no such chairman or if at any meeting he shall not
be present within fifteen minutes after the time appointed for holding such meeting, or is unwilling
or act, the member present shall choose another Director as Chairman, and if no Director be
present or if all the Directors present decline to take the Chair, then the members present shall
choose one of their number being a member entitled to vote to be the Chairman.
92. When, if quorum not present, meeting to be dissolved and when to be adjourned: If
within, half-an-hour from the time appointed for the meeting a quorum be not present, the
meeting if convened upon requisition of members shall be dissolved, but in any other case it shall
stand adjourned to the same day in the next week at the same time and place, and it at such
adjourned meeting a quorum be not present, those members who are present, not being less
than two, shall be a quorum and may transact business for which the meeting was called.
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93. Adjournment of meeting: Chairman may, consent of any meeting (and shall if so directed by
meeting), adjourn any meeting from time to time and from place to place, but no business shall
be transacted at any adjourned other than the business left unfinished at meeting from which
adjournment took place. When a meeting is adjourned for twenty-two days or more, notice of
adjourned meeting shall be given as in case of an original meeting. Save as aforesaid, it shall not
be necessary to give any notice of an adjournment or business to be transacted to an adjourned
meeting.
94. Demand for poll: 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 of on the declaration of the result of the
show of hands) demanded by the Chairman or by at least five members having the right to vote
on the resolution present in person or by proxy or any member or members holding not less
than one tenth of the issued capital which carries votting rights, or by member or members
present in person or by proxy having not less than one tenth of the voting power in respect of
resolution and 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 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 the resolution.
95. Manner of taking of poll: The Chairman shall have the power to regulate the manner in which
a poll shall be taken. The result of the poll shall be deemed to be the resolution of the meeting at
which the poll was demanded. The demand of a poll may be withdrawn at any time. In case of
any dispute as to the admission or rejection of a vote, the Chairman shall determine the same,
and such determination made in good faith shall be final and conclusive.
96. Poll Taken Without Adjournment: Any poll duly demanded on the election of a Chairman of
a meeting or on a question of adjournment shall be taken forthwith and a poll demanded on any
other question shall be taken at such time, not more than fourteen days from the day on which it
was demanded, as the Chairman of the meeting may direct
97. Business may proceed notwithstanding demand of poll: the demand of poll shall not
prevent the continuance of a meeting for the transaction of any business other than the question
on which a poll has been demanded.
98. Casting Vote: In case of an equality of votes, whether on a show of hand or on a poll, the
Chairman of Meeting at which show of hands takes place or at which poll is demanded, shall be
entitled to a casting vote in addition to vote or votes to which he may be entitled as Member.
VOTES OF MEMBERS
99. Votes of members: Subject to any special rights or restrictions as to voting upon which any
share may be held, on a show of hands every member present in person or by proxy shall have
one vote and upon a poll every member present in person or by proxy shall have one vote for
every share held by him, provided that no Company shall vote by proxy so long as resolution of
its Directors under the provisions of these Articles is in force.
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100. (1) Representation of Corporation and Company: A Corporation or any other
company registered under the Ordinance or under any other repealed Companies Act,
where such Corporation or such other Company is a member of the Company may, by
resolution of its directors, authorise any of its officials or any other person to act as its
representative at any meeting of the Company, and the person so authorised shall be
entitled to exercise the same powers on behalf of such Corporation or such other
Company as if he was an individual shareholder of the Company.
(2) Representation of creditors: Any other Corporation or Company which the creditor
of the Company may authorise any of its officials or any other person to act as its
representative at any meeting of the creditors of the Company held in-pursuance of the
Ordinance or any other meeting to which it is entitled to attend in pursuance of the
provisions contained in any debenture or trust deed or any other document and the
person so authorized shall be entitled to exercise the same power as are available to
such Corporation or such other Company which he represents.
(3) Representation of Federal Government etc.: The Federal Government or a

Provincial Government, if the member of the Company, may appoint such person as it
thinks fit to act as its representative at any meeting of the Company or at any meeting of
any class of members of the Company; The persons appointed, shall be deemed to be
member of the Company and shall be entitled to exercise the same rights and powers,
including the right to appoint proxy, as the Federal Government or the Provincial
Government may exercise as a member of the Company.
101. Vote in respect of deceased, insane, insolvent members: Any person entitled under the
Transmission Article to transfer any shares may vote at any General Meeting in respect thereof
in the same manner as if he were the registered holder of such shares, provided that forty eight
hours at least before the time of holding the meeting or adjourned meeting, as the case may be,
at which he proposes to vote he shall satisfy the Directors of his right to transfer such shares, or
the Directors have previously admitted his right to vote at such meeting in respect thereof. If any
member be a lunatic, idiot or non composmentis, he may vote whether by a show of hands or at
a poll by his committee, curator bones or other legal curator and such last mentioned persons
may give their votes by proxy.
102. Joint-holder: Where there are joint registered holders of any share any one of such person
may vote at any meeting either personally or by proxy in respect of such share as if he were
solely entitled thereto; and if more than one of such joint holders be present at any meeting
either personally or by proxy, the tone of the said persons so present whose name stands first
on the Register in respect of such share shall alone be entitled to vote in respect thereof. Several
executors or administrators of a deceased member in whose name any share stands shall for
purposes of this Article be deemed joint holders thereof.
103. Proxies: Votes may be given either personally or by proxy or in the case of a company, by a
representative duly as aforesaid.
104. Instrument appointing proxy to be in writing: The instrument appointing a proxy shall be in
writing under the hand of the appointer or of his Attorney duly authorised in writing or if such
appointer is a corporation under its common seat or the hand of its Attorney. A proxy who is
Page 23 of 46
appointed for a specified meeting only shall be called a Special Proxy. Any other proxy shall be
called a General Proxy. No person shall be appointed a special proxy who is not a member of
the Company and qualified to vote.
105. Deposit of Instrument of proxy: 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 office not less than fortyeight 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.
106. Validity of votes by proxy and re vocation: A vote given in accordance with the terms of an
instrument appointing a proxy shall be valid notwithstanding the previous death or insanity of the
principal or revocation of the instrument of transfer of the share in respect of which the vote is
given, provided no intimation in writing of the death, insanity, revocation or transfer of the share
shall have been received at the office before the meeting. Provided nevertheless that the
Chairman of any meeting shall be entitled to require such evidence as he may in his discretion
think fit of the due execution of an instrument of proxy and that the same has not been revoked.
107. Instrument appointing a special: Every instrument appointing a Special Proxy shall as nearly
as circumstances will admit, be in the form or to the effect given in Article 92 and shall be
retained by the Company.
Form of special proxy:
108. 108. I .......................... of ........................ being a member of ............................ hereby

appoint ....................... of ....................... (or failing ........................ of .................. or failing
him ..................... of .....................) as my Proxy in my absence to attend and vote for me, and
on my behalf at the (Ordinary or Extraordinary, as the case may be) General Meeting of the
Company to be held on the ................................ day of and at any adjournment thereof.
As witness my hand this ...................... day of ...................... signed by the said.
Provided always that an instrument appointing a Special proxy may be in the form set out in
Regulation 39 of Table 'A' of the Ordinance.
109. Rights and Liabilities of Registered member: Any member whose name is entered in the
Register of Members of the Company shall enjoy the same rights and be subject to the same
liabilities as all other members of the same class.
110. Validity of vote: No objection shall be made to validity of any vote except at a Meeting or poll
at which such vote shall be tendered, and every vote whether given personally or by proxy not
disallowed at such Meeting or poll shall be deemed valid for all purposes of such Meeting or
poll whatsoever.
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111. The Chairman of any Meeting shall be sole judge of validity of every vote tendered at such
Meeting as at taking of a poll he shall be sole judge of validity of every vote tendered at such
poll.
DIRECTORS
112. Number of Directors: There shall be not less than seven Directors of the Company. The
Directors shall fix the number of elected Directors of the Company not later than thirty five (35)
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 prior approval of the General Meeting of
Company.
113. Eligibility of Directors: No person shall be appointed, nominated or elected as a Director of

the Company who is ineligible to be nominated, appointed or elected as Director under the
Rules, the Code of Corporate Governance and the Listing Regulations of the pertinent Stock
Exchanges at which the Shares / Certificates of the Company may be listed, or on one or more
of the grounds enumerated in Section 187, or any other law for the time being in force.
113 A. Notwithstanding anything contained in these Articles, not more than 25% of the Directors of the
Company shall be appointed from one family, including spouse, lineal ascendants and
descendants and brothers and sisters, at any given time.
114. First Directors: Following shall be the first Directors of the Company:
• Zahid Noorani
• Khalid Latif
• Qazi Mazhar Ul Haque
• Arif Ali Shah Bukhari
• M. Saleem
• Tayyeb Afzal
• Shafiq A. Khan
115. Qualifications of Directors: The qualification of a direction shall be the holding of at least one
share in his own name unless the provision to Section 187(h) of the Ordinance applies to such
Director. In case of directors nominated by the investment Adviser no share qualification will be
required.
116. Retirement of Directors: First directors shall stand retired at the first annual general meeting
of Company and the directors elected at the first annual general meeting or thereafter shall hold
office for three years after their election. A retiring director shall continue to perform his
functions until his successor is appointed. The retiring directors shall be eligible for re-election..
117. Candidate for office of Director must give notice: Any person who seeks to contest an
election to the office of the Directors shall, whether he is a retiring Director or otherwise file with
the Company, not later than fourteen days before the date of the meeting at which elections are
to be held, a notice of his intention to offer, himself for election as a Director, provided that any
such person may, at any time before the holding of election withdraw such notice. The notice
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shall be transmitted by the Company to the members not later than seven days before the date
of the meeting.
118. Election of Directors: The Directors shall be elected by members of the Company in General
Meeting in the following manner, namely:
(a) a member shall have such number of votes as is equal to the product of the number of
voting shares held by him and the number of Directors to be elected;
(b) a member may give all his votes to a single candidate or divide them more than one of
the candidates in such manner as he may choose; and
(c) 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.
119. Resignation of Directors: A Director may at any time resign from his office by notice in
writing to the Company of his intention to do so, and such resignation shall take effect upon its
acceptance by the Directors.
120. Directors may fill-up casual vacancies: Any casual vacancy ocouring among the Directors
may be filled up by the Directors, but any person so chosen shall retain his office so long only as
the vacating Director would have retained the same, if no vacancy had occurred. Provided that
the Directors may not fill a casual vacancy by appointing any person who has been removed
from the office of a Director of the Company under Article 106.
121. Removal of Directors: Directors whether elected or appointed shall only be removed in the
manner provided in section 181 of the Ordinance; provided that a Director so removed shall not
be appointed to fill any casual vacancy on the Board of Directors.
122. Vacation of office of Director: The office of a Director shall ipso tado be vacated if:
(a) he becomes ineligible to be appointed as a director on any one or more of the grounds
enumerated in clauses (a) to (i) of Section 187;
(b) he fails to obtain within two months after his appointment or at any time thereafter
ceased to hold share qualification;
(c) he or any firm of which he is a partner or any private company of which he is a Director;
(i) without the sanction of the Company in General Meeting accepts or holds any
office of profit under the Company other than that of Chief Executive or legal or
technical adviser or a banker; or
(ii) accepts a loan or guarantee from the Company in contravention of Section 195,
or
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(d) he absents himself from three consecutive meetings of the Directors or from all meetings
of the Directors for a continuous period of three months whichever is the longer without
leave of absence from the Board of Directors, or
(e) he acts in contravention of Section 196 and 214 of the Ordinance, or
(f) he commits any offence punishable under the Pakistan Penal Code and being under the
provisions of the Criminal Procedure Code non-bail able, or
(g) by notice in writing to the Company he resigns his office, or
(h) he is removed from office by a Special Resolution of the Company, or
(i) he suspends payment to or compounds with the creditors;.
(j) he ceases to be eligible to be a Director under the Rules.
123. Directors may act notwithstanding vacancy: Continuing Directors may act notwithstanding
any vacancy in their body, but so that if the number falls below minimum fixed, the Directors
shall not except in emergencies or for the purpose of filling up vacancies or for summoning a
General Meeting of the Company, act so long as the number is below minimum and they may so
act not withstanding absence of a necessary quorum under provision of Article 118.
124. Remuneration of Directors: Remuneration payable to Directors for attending Board Meeting
shall not exceed Rs. 500 and a director who perform extra services or a full time Director shall
receive such remuneration (whether by way of salary, commission, participation in profits
allowances, perquisites, etc., or partly in one way and partly in another) as the member may fix,
subject to the Federal Government, Finance Division Notification SRO No. 572(1)/82 dated
16 June 1982 or any modification in that behalf for the time being in force. The Directors may
also pay to any Director all such reasonable expenses as he may incur in attending and returning
from meetings of Directors or committee of Directors or which he may otherwise incur in or
about business of the Company.
125. Director of the Company may be appointed as Director of a Subsidiary: A Director of

the Company may be or become a Director of any Company promoted by the Company or in
which it may be interested as vendor, shareholder or otherwise, and no such Director shall be
accountable for any benefits received as a Director or member of such company.
126. Technical/Executive Director: The Directors shall have power at any time and from time to
time to appoint one or more senior executives of the Company as full time working Directors
who may be called Technical or Executive Directors. Such Technical or Executive directors
may be appointed for a fixed period on such remuneration as may be determined by the Board.
The number of such executives appointed shall not be counted within the minimum or maximum
fixed for the number of Directors in these Articles and, unless specially invited by the Directors
to assist at meetings of the Board of Directors or otherwise duly appointed or elected as
Directors of the Company, they shall not be entitled to attend or vote at such meetings.
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127. Register of Directors and notification of changes to Registrar: The Company shall keep
at the office a Register of its Directors, Managers and Chief Executive containing the particulars
required by Section 205 and the Company shall otherwise comply with the provisions of that
Section as regards furnishing returns to the Registrar and allowing inspection of the Register.
128. Directors may contract with Company: Subject to the provisions of Section 214 the
Directors shall not be disqualified from contracting with the Company either as vendor,
purchaser, agent, broker or otherwise nor shall any such contract or arrangement entered into
by or on behalf of the Company with any company or partnership of or in which any Director
shall be a member or otherwise interested be avoided, nor shall any Director so contracting or
being such member or so interested be liable to account to the Company for any profit realized
by any such contract or arrangement by reason of such Director holding that office or of the
fiduciary relation thereby established due to the nature of their or his interest must be disclosed
by them or him at the meeting of the Directors at which the contract or arrangement is
determined or, if the interest then exists, or in any other case at the first meeting of the Directors
after the acquisition of the interest. Provided nevertheless that no Director shall take part in the
discussion of such contract or arrangement in which he is so interested as aforesaid, and if he do
so vote, his vote shall not be counted but he shall be entitled to be present at the meeting during
the transaction of the business in relation to which he is precluded from voting although he shall
not be reckoned for the purpose of ascertaining whether there be a quorum of Directors
present.
This provision shall not apply to any contract or on behalf of the Company to give to the
Directors or any of them an indemnity against any loss, which they or any of them may suffer by
reason of becoming or being sureties for the Company. A general notice that any Director is a
director or member of any specified Company or is a partner of any specified firm and is to be
regarded as interested in any subsequent transactions with such firm or company shall as
regards any such transaction be sufficient disclosure under this Article and after such general
notice it shall not be necessary to give any special notice relating to any particular transaction
with such firm or Company. Any such general notice shall expire at the end of the financial year
in which it is given but may be renewed for further period of one financial year at a time, by a
fresh notice given in the last month of the financial year in which it will otherwise expire. No such
general notice and no renewal thereof shall be of effect unless either it is given at the meeting of
Directors or the Director concerned takes reasonable steps to ensure that it is brought up and
read at the first meeting of the Directors after it is given.
129. Register of contracts: A Register shall be kept by the Directors in which shall be entered
particulars of all contracts or arrangements to which article 114 applies, and which shall be open
to inspection by any member of the Company at the office during business hours.
130. Loan of Directors: The Company shall not make any loan or guarantee any loan made to a
Director of the Company or to a firm of which such Director is a partner or to a private
company of which such director is a member except to the extent permitted by Section 195.
131. Election of Chairman: The chairman of the Directors shall be chosen by the Directors from
amongst their number at the first Board Meeting following an Election of Directors or at the first
Board Meeting following the retirement, resignation, removal or death of the Chairman as the
case may be.
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PROCEEDINGS OF DIRECTORS
132. Directors Meeting: Subject to the relevant provisions of these articles and, in particular,
Article 117 to 121, the Directors may meet together for despatch of business and otherwise
regulate their meetings and proceedings as they shall think fit.
133. Quorum: The quorum of a meeting the Directors shall be at least four Directors present in
person or two third of the total number of Directors for the time being in office, whichever is
greater. If all the Directors, accept one are disqualified from voting, the matter shall be referred
to and decided by the Members in a General Meeting.
134. Directors may summon meeting: A Director may at any time convene a meeting of the
Directors. It shall be necessary to give a notice of at least three days for a meeting of the
Directors to each Director by hand or by registered post, or by fax or by cable or by counter or
by telex. If a Director is not for the time being resident in the place where the meeting is held,
notice may given to such Director either by a telex or fax.
135. How questions to be decided: Questions arising at any meeting shall be decided by a majority
of votes and in case of an equality of votes the Chairman shall have a second or casting vote.
136. Powers of quorum: A meeting of the directors for the time being at which a quorum be present
shall be competent to exercise all or any of the authorities, powers and discretions by or under
these Articles for the time being vested in or exercisable by the Directors generally.
137. Chairman: If any meeting of the director the Chairman be not present at the time appointed for
holding the same, the Directors present shall choose one of their numbers to be chairman for
that particular meeting.
138. Delegation of powers to committees: The Directors may from time to time constitute
committees consisting of such member or members of their body as they think fit, and may from
time to time delegate any of their powers subject to such limitations as the Directors shall deem
fit, and with power to revoke such delegation. Any committee, so formed shall in the exercise of
the powers so delegated, confirm to any regulations that may from time to time be imposed
upon it by the Directors.
139. Proceedings of Committee: The meetings and proceedings of any such committee consisting
of two or more members shall be governed by the provisions herein contained for regulating the
meetings and proceedings of the Directors so far as the same are applicable thereto, and are not
superseded by any regulations made by the Directors under the last preceding Article.
140. Acts of Directors or Committee valid not withstanding defective appointment, etc: All
acts done by any meeting of the Directors or by a Committee of Directors or by any person
acting as a Directors shall notwithstanding that it shall afterwards be 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 Director. Provided that nothing in this Article shall be deemed to give validity
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to acts done by a Directors after the appointment of such Director has been shown to be
invalid.
141. Resolution without board meeting valid: Except for the meetings specified in Section 196 of
the Ordinance, a Resolution in writing signed by all the Directors for the time being in office shall
be as valid and effectual as if it had been passed at a meeting of the Directors duly called and
constituted. For this purpose, it shall be permissible to circulate the text of the proposed
resolution duly signed by the Chairman and obtain the signatures of all the other Directors
thereon separately by fax (the signed original whereof shall be sent in due course by mail or
courier to the Company for its record) and such resolution shall be effective as soon as the text
of the resolution signed by each of the other Directors shall have been faxed to and received by
the Company.
142. Waiver for defect in Notice: Upon a waiver dully signed by all Directors entitled to notice of
meeting all acts done in a Meeting of Directors shall be valid notwithstanding any irregularity in
notice of such meetings.
143. Minutes: The Directors shall cause minutes to be duly entered to books provided for the
purpose.
(a) of the names of the Directors present at each meeting of the Directors;
(b) of all orders made or resolutions passed by the Directors or by any committees of the
Directors;
(c) of all resolutions proceedings of General Meetings and of Meetings of Directors and of
committee of Directors.
Minutes of the Directors’ Meeting or of any committee, if purporting to be signed by the

Chairman of the next succeeding meeting shall be receivable as prima facle evidence of the
matters stated in such minutes.
POWER AND DUTES OF DIRECTORS

144. General power of Company vested in Directors: The control of the Company shall be
vested in the Directors and business of the Company shall be managed by the Directors who in
addition to powers and authorities by these presents or otherwise expressly conferred upon
them, may exercise all such powers and do all such acts and things as may be exercised or done
by the Company and are not hereby or by statute law expressly directed or required to be
exercised or done by the Company in General Meeting but subject nevertheless to the
provisions of any statute law and of these presents and to any regulations not being inconsistent
with these presents from time to time made by the Company in General Meeting, provided that
no regulation so made shall invalidate, any prior act of the Directors which would have been
valid if such regulation had not been made.
145. Specific powers given to director: Without prejudice to the general powers conferred by the
last preceding Article and to any other powers or authorities conferred by these presents on the
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Directors; it is hereby expressly declared that the Directors shall have the following powers that
is to say, power:
(1) To pay preliminary expenses: to pay costs, changes and expenses preliminary and
incidental to promotion, formation, establishment and registration of the Company and
also to pay promoters all costs and charges they may have incurred in acquiring
properties, machinery or other rights which the Company may take over from them.
(2) To acquire and dispose of property and rights: to purchase or otherwise acquire for
the Company any property rights or privileges which the Company is authorized to
acquire at such price and generally on such terms and conditions as they think fit, and
subject to the provisions of Section 196 to sell, let exchange or otherwise dispose of
absolutely or conditionally any part of the property, privileges and undertaking of the
Company upon such terms and conditions, and for such consideration as they may think
fit.
(3) To pay for property in debentures, etc: At their discretion to pay for any property,
rights, privileges acquired by or services rendered to the Company either wholly or
partially in cash or in shares (subject to Section 86) debentures, or other securities of
the Company and any such shares may be issued as fully paid up and any such bonds,
debentures or other securities, may be either specifically charged upon all or any part of
the property of the Company not so charged.
(4) To draw bills, etc: To make draw, endorse, sign, accept and give all cheques, bills of
lading, drafts, orders, bills of exchange, Government of Pakistan and other promissory
notes and other negotiable instruments required in the business of the Company.
(5) To secure contracts by mortgage: To secure the fulfillment of any contracts,

agreements or engagements entered into by the Company by mortgage or charge of all
or any of the property of the Company or in such other manner as they may think fit.
(6) To appoint officers, etc: To appoint and at their discretion remove or suspend such
agents, managers, secretaries, officers, clerks and servants for permanent, temporary or
special services as they may time to time think fit, and to determine their powers and
duties and fix their salaries or emoluments and to require security in such instances and
to such amount as they think fit.
(7) To appoint trustee, etc: To appoint any person or persons (whether incorporated or
not) to accept and hold in trust for the Company any property belonging to the
Company or in which it is interested or for any other purposes, and to execute and do
all such deeds, documents and things as may be requisite in relation to any such trust
and to provide for the remuneration of such trustee or trustees.
(8) To bring and defend actions, etc: Subject to the provisions of Section 196(3)(b) to
institute, conduct, defend, compound or abandon any legal proceedings by or against
the Company or its officers or otherwise concerning the affairs of the Company and also
to compound and allow time for payment or satisfaction of any debts due and of any
claims or demands by or against the Company.
Page 31 of 46
(9) To refer to arbitration: To refer any claims or demands by or against the Company to
arbitration and observe and perform the awards.
(10) To give receipts: To make and give receipt, release and other discharges for money
payable to the Company and for the claims and demands of the Company.
(11) To act in matters of bankrupts and insolvent: To act on behalf of the Company in
all matters relating to bankrupts and insolvents.
(12) To authorize acceptance, etc: To determine who shall be entitled to sign on the
Company's behalf bills notes, receipts, acceptances, endorsements, cheques, releases,
contracts and documents.
(13) To establish branch office and appoint agents: From time to time to provide for the
management of the affairs of the Company either in different parts of Pakistan or
elsewhere in such manner as they think fit, and in particular to establish branch offices
and to appoint any persons as the Agent of the Company with such powers (including
power to sub-delegate) and upon such terms as may be thought fit.
(14) To invest moneys: Subject to the provisions of Section 95, 195 and 208 to invest and
deal with any of the moneys of the Company not immediately required for the purpose
thereof upon such securities (not being shares in this Company) and in such manner as
they may think fit and from time to time to vary or realize such investments.
(15) To give security by way of indemnity: Subject to Section 194 execute in the name
and on behalf of any Director or other person who may incur or be about to incur any
personal liability for the benefit of the Company such mortgages of the Company's
property (present and future) as they think fit, and any such mortgage may contain a
power of sale and such other powers, convenants and provisions as shall be agreed on.
(16) To give percentage: To give to any person employed by the Company, a commission
on the profits of any particular business transaction or a share in the general profits of
the Company and such commission or share of profits shall be treated as part of the
working expenses of the Company.
(17) To make by laws: From time to time to make vary and repeal by laws for the
regulation of the business of the Company. Its officers and servants not inconsistent with
the Ordinance or these Articles.
(18) To make contracts etc: To enter into all such negotiation and contracts and rescind
any vary all such contracts and execute and do all such acts, deeds and things in the
name and on behalf of the Company as they may consider expedient for or in relation to
any of the matters aforesaid or otherwise for the purpose of the Company.
(19) To establish and support charitable objects: To establish, maintain, support and
subscribe to any charitable or public object, and any institution, society, or club which
may be for the benefit of the Company or its employees or may be connected with any
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town or place where the Company carries on business; to give pensions, gratitutes or
charitable aid to any person or persons who have served the Company or to the wives,
children or dependents of such person or persons, that may appear to the Directors just
or proper, whether any such person his widow, children or dependents have or have
not a legal claim upon the Company.
(20) To set aside profit for provident Fund: Subject to the provisions of Sections 227
and 235, before recommending any dividends to set aside portions of the profits of the
Company to form a Fund to provide for such pensions, gratuities, or compensation or
to create any provident or Benefit Fund in such or any other manner as to the Director
may seem fit.
(21) Payment of employees benefits to funds, etc: To make and alter rules and
regulations concerning the time and manner of payment of the contributions of the
employees and the Company respectively, to any such Fund and the accrual,
employment, suspension and forfeiture of the benefits of the said Fund and the
application and disposal thereof and otherwise in relation to the working and
management of the said as the Directors shall form time to time think fit subject to the
provision of Section 227.
(22) To delegate powers: To delegate all or any of the powers hereby conferred upon
them to such persons as they may from time to time think fit subject to the provisions of
the Ordinance and these Articles.
145(A) The general and specific powers of the Directors enunciated in Articles 144 and 145 above,
shall always be subject to the provisions of the Rules.
146. Appointment of Attorneys: Directors may from time to time by powers of attorney under
Seal appoint any Company, firm or persons or any fluctuating body of persons, whether
nominated directly by Directors to be Attorney or Attorneys of the Company for such purposes
and with such powers, authorities and discretions (not exceeding those vested in or exercisable
by the Directors under these presents) and for such period and subject to such conditions as
they may think fit, and any such power of attorney may contain such provision for protection
and convenience of persons dealing with any such Attorney as the Directors may think fit and
may also authorize any such Attorney or sub-delegate all or any powers, authorities and
discretions vested in him.
INVESTMENT ADVISER
147. Arif Habib Investment Management Limited shall be the Investment Adviser of the Company in
terms of the Rules, being appointed by terms of an agreement for an initial period of ten years
from the date of appointment and may be renewed for successive periods not exceeding ten
years on such modified, amended or new terms as may be authorized by the Company in
General Meeting and approved by the Securities and Exchange Commission of Pakistan.
148. Subject to the provisions of the Ordinance, the Securities and Exchange Ordinance, the Rules,
these articles and the directions of the Commission, the general management of the Company
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subject to the control and directions of the Board of Directors shall vest in the hands of the
Investment Adviser of the Company who shall carryout the business of the Company and
exercise general direction, management, superintendence and control of the Company and of its
business transactions, book papers, investments, securities, stocks, funds, effects, property,
affairs and concerns with full power to purchase or otherwise acquire and sell or otherwise
dispose of for the Company any goods, merchandise, property, rights or privileges which the
Company is authorized to acquire at such price and generally on such terms and conditions as
they think fit, to engage suspend or dismiss managers, salesman, assistant, engineers, mechanics,
clerks and workmen in and for the purposes of the Company. To purchase and obtain all the
necessary machinery, stores and raw material for the purpose of the Company and likewise to
enter into make and sign all contracts necessary in the management of the affairs of the
Company and also to make, draw, endorsements, accept, negotiate and give all cheques, bills
of lading, drafts, orders, bills of exchange, promissory notes and negotiable instruments required
in the business and also to sign and give all receipts, releases and other discharges for money
payable to the Company and for the claims and demands of the Company and shall have power
to institute, defend, compound or abandon any legal proceedings by or against the Company or
its officers and to refer any claims or demands by or against the Company to Arbitration and to
observe and perform the awards and also to act on behalf of the Company in all matters relating
to bankrupts or insolvents and also to exercise such of the powers of the Directors as may from
time to time be delegated to them.
149. The Investment Adviser shall be authorized to sub-delegate all or any of the powers authorities
and discretions for the time being vested in them, and in particular from time to time provide by
the appointment of an attorney or attorneys for the management and transaction of the affairs
and business of the Company in any special or general area, direction or sphere in such manner
as they may think fit.
150. That the Investment Adviser shall first income and expend and then shall be paid the preliminary
expenses in relation to the selling up and incorporation for the Company in equal installments
over a period of five years and shall be paid fee payable to auditors of the Company, the
Custodian and the taxes on the income of the Company, brokerage, stamp duty and any other
duty or taxes connected with the sale or purchase of the securities, purchased or sold by the
Company. The Investment Adviser shall maintain books of account and other documents in
accordance with requirement of law and shall publish periodical and annual reports for the
shareholders and also cause to be published in the Stock Exchange Bulletin or such other
publication the names and value of the portfolio securities of the Company at the end of each
half year.
151. That the remuneration of the Investment Adviser shall be mutually agreed upon but in no case
shall exceed the limits fixed by the Rules.
152. That in consideration of the said remuneration above mentioned the Investment Adviser shall
provide secretariat and office space of the Company and professional management, including
administrative, accounting and legal services, and all other expenses including the fee payable to
the Auditors and the custodians, taxes on income of the Company, brokerage, stamp duty and
any other duties or taxes connected with the sale and purchase of securities shall be payable by
the Investment Company.
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153. The Investment Adviser, being an incorporated Company, a Director for the time being may
regulate or conduct their proceedings and exercise all or any of the powers and authority and
discretion of that Company as the Investment Adviser of his Company in such manner as the
objects and the Article permit or direct and may delegate all or any of such powers, authority
and discretion to such of the manager or other officers of Adviser Company and on such terms
and conditions as the Director of that Company may see fit and accordingly all deeds and
documents required to be signed by the Investments Adviser shall be deemed to be sufficiently
so signed, if signed by any Director of the Investment Adviser Company or other officer of the
Company to whom its directors may have delegated their power in that behalf.
154. That the provisions of the last preceding Articles shall be embodied in an agreement between
the Company and the Investment Adviser i.e. Messrs Arif Habib Investment Management
Limited, and the Directors shall cause the common seal of the Company to be affixed to such
agreement and shall carry the same into effect as soon as practicable after registration of the
Company.
THE CUSTODIAN
155. The Company shall appoint a bank or a financial institution to act as custodian as required by
the provision of the Rules and shall enter into an agreement for this purpose.
CHIEF EXECUTIVE
156. Powers to appoint Chief Executive: The Directors as from a date not later then the fifteenth
day after the date of its incorporation, appoint any individual to be the Chief Executive of the
Company. The Chief Executive will be appointed with the approval of the Commission. He will
neither resign nor be removed from the office without prior approval from Commission.
157. Ineligibility of Chief Executive: No person who is ineligible to become a Director or Chief
Executive of the Company under the Companies Ordinance, 1984 and the Rules or under any
law for the time being in force shall be appointed or elected or continue as the Chief Executive
of the Company.
158. Chief Executive deemed to be director: The Chief Executive shall be deemed to be a
Director and be entitled to all the rights and privileges and subject to all the liabilities of that
office.
159. Chief Executive to hold office till first Annual General Meeting: The first Chief Executive
appointed as aforesaid shall, unless he earlier resigns or otherwise ceases to hold office, hold
office upto the first Annual General Meeting or, if a shorter period is fixed by the Directors at
the time of his appointment for such period.
160. Term of office of subsequent Chief Executive: Within fourteen days from the date of first
election of Director or the office of the Chief Executive falling vacant, as the case may be the
Directors shall appoint any person. Including an elected Director to be the Chief Executive,
subject to the consent from the Commission but such appointment shall not be for a period
exceeding three years from the date of appointment.
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161. Eligibility of reappointment: On the expiry of his term of office under Articles 144 and 145
the Chief Executive shall be eligible for re-appointment.
162. Chief Executive to continue until successor appointed: The Chief Executive retiring under
Article 144 and 145 shall continue to perform his functions until his successor is appointed
unless non-appointment of his successor is due to any fault on his part or his office is expressly
terminated.
163. Removal of Chief Executive: The Directors of the Company by resolution passed by not less
than three-fourths of the total number of directors for the time being, or the Company by a
special resolution, may remove a Chief Executive before the expiration of his term of office
notwithstanding any thing contained in these Articles or in any agreement between the Company
and such Chief Executive.
164. Remuneration of Chief Executive: The Chief Executive shall receive such remuneration
(whether by way of salary, commission, participation in profits, allowances, perquisites, etc or
partly in one way and partly in another) as the board may fix, subject to the Federal
Government, Finance Divisions Notification SRO No. 572(i)/82, dated 14th June 1982, or any
modification in that behalf or other law for the time being in force.
ALTERNATE DIRECTORS
165. Power to appoint Alternate Director: A Director may with the approval of the Directors,
appoint an Alternate Director to act for him during his absence from Pakistan for not less than
three months and such appointee while he holds the office of Alternate Directors shall be entitled
to notice of meetings of the Directors and to attend and vote thereat accordingly. An Alternate
Director shall ipso facto vacate office as and when the Director appointing him returns to
Pakistan or removes such Alternate Director from office. Any appointment and removal under
this Article shall be effective by notice in writing under the hand of the Director making the
same.
166. Alternate Director entitled to receive notices of General Meetings etc: An Alternate
Director shall in the absence of a direction to the contrary in the instrument appointing him, be
entitled to receive notices of and to vote at General Meetings of the Company on behalf of his
appointer and generally to represent his appointer in the same manner as if he had been
appointed a General Proxy under the provisions of these Articles.
SECRETARY
167. Appointment of Secretary: A Secretary may be appointed by the Directors to perform
secretarial and other administrative functions at such remuneration and upon such terms and
conditions as they may think fit, and any Secretary so appointed may be removed by them. The
Secretary shall be responsible to ensure compliance with the provision of the Ordinance relating
to filling of returns, information etc.
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THE SEAL
168. Custody: Directors shall provide a ccommon seal for purposes of the Company and shall have
power from time to time to destroy the same and substitute a new Seal in lieu thereof and they
shall provide for safe custody of the Seal.
169. Affixation: Seal of the Company shall not be affixed to any instrument except by authority of a
resolution of the Board and save as provided in Article 17, in presence of Chief Executive and
one Director of the Company or such other person as the Directors may appoint for the
purpose who shall sign every instrument to which Seal of Company is so affixed in their
presence.
170. Official Seal for use abroad: The Company may exercise the powers conferred by Section
213 and such powers shall accordingly be vested in the Directors.
ANNUAL RETURNS
171. Annual Returns: The Company shall requisite Annual Returns in accordance with Section 156
of the ordinance.
DIVIDENDS
172. Determination of Dividend: The Director shall have powers to make such appropriation out
of the distributable profit and to determine the amount to be paid as dividend as they may think
expedient.
173. Declaration of Dividend: The Company in General Meeting may declare a dividend to be
paid to the members according to their rights and interest in the profits.
174. Restrictions on amount of Dividend: No larger dividend shall be declared than is

recommended by the Directors, but the Company in General Meeting may declare a smaller
dividend.
175. Dividends out of profits only: No dividend shall be payable except out of the profits of the
Company of the year or any other undistributed profits or in contravention of Sections 235 and
248.
176. Interim Dividend: The Directors may from time to time pay to the members such interim
dividends as in their judgement the position of the Company justifies.
177. Dividend to be proportionate to the paid up capital: Subject to the rights of the persons, if
any, entitled to shares profit with any special rights, the dividend shall be paid in proportion to
the amount paid on the share.
178. Dividend in kind and bonus shares: Any General Meeting declaring a dividend may resolve
that such dividend be paid wholly or in part by the distribution of specific assets, and in
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particular of paid up share, debentures or debenture stock of any other company or in any one
or more of such ways.
179. Capltalisation of Revenues: Any General Meeting may resolve that any moneys, investments
or other assets forming part of the undivided profits of the Company standing to the credit of
any reserve or other Fund or in the hands of the Company and available for dividend (or
representing premiums received on the issue of shares and standing to the credit of the share
premium account) be as would be entitled to receive the same if distributed by way of dividend
and in the same proportion on the footing that they become entitled thereto as capital and that all
or any part of such capitalised fund be applied on behalf of such shareholders in paying up in full
any un-issued shares, debentures or debenture stock of the Company which shall be distributed
accordingly and that such distribution of payment shall be accepted by any shareholder in full
satisfaction of their interest in the said capitalised sum.
180. Surplus moneys: A General Meeting may resolve that any surplus moneys arising from the
realisation of any capital assets of the Company or any investments representing the same or any
other undistributed profits of the Company not subject to charge for income tax, be distributed
among the members on the footing that they receive the same as capital and that all or any part
thereof be applied on behalf of such shareholders in paying up in full either at par or at such
premium as the resolution may provide, any unissued shares or debentures or debenture-stock
of the Company which shall be distributed accordingly and that such distribution or payment
shall be accepted by such shareholders in full satisfaction of their interest in the said moneys,
investments or profits so distributed subject to the provisions of Sections 235 and 248.
181. Distribution of Assets and adjustment of rights: For the purpose of giving effect to any
resolution under the three last preceding Articles the Directors may settle any difficulty which
may arise in regard to the distributions as they think expedient and may fix the value for
distribution of any specific assets, and may determine that cash payments shall be made to any
members upon the footing of the values so fixed in order to adjust the rights of all parties and
may vest any such cash or specific assets in trustees upon such trusts for the persons entitled to
the dividend or capitalised fund as may seem expedient to the Directors where requisite a
proper contract shall be filed in accordance with Section 73 and director may appoint any
person to sign such contract on behalf of the persons entitled to the dividend or capitalised fund,
and such appointment shall be effective.
182. Effect of Transfer: A transfer of shares shall not pass the rights to any dividend declared
thereon before the registration of the transfer.
183. Retention in certain cases: The Directors may retain the dividends payable upon shares in
respect of which any person is under the Transmission Article entitled to become a member or
which any person under that Article is entitled to transfer until such person shall become a
member in respect thereof or shall duly transfer the same.
184. Dividend to joint-holders: Any one of several persons who registered as the joint-holders of
any share any give of effectual receipt for all dividends and payments on account of dividends in
respect of such share.
Page 38 of 46
185. The dividend shall be paid only to the registered holder of or his nominee: Unless
otherwise directed any dividend may be paid by cheque or warrant send through the registered
post to the registered address of the member or person entitled thereto, or in the case of joint
holders address of that whose name stands first on the register in respect of the joint-holding or
to such person and such address as the member or person entitled or such joint-holders as the
case may be may direct, or to his or their banker or to a financial institution nominated by him or
them for the purpose.
186. Unclaimed Dividends: All dividends unclaimed for one year after having been declared may
be invested or otherwise made use of by the Directors for the benefit of the Company until
claimed. No dividend shall be forfeited by the Company.
187. Period of payment: The dividend declared by the Company shall be paid within 30 days of the
declaration.
188. No interest: No dividend shall bear interest against Company.
189. Determination of divisible profit: The divisible profit of the Company shall be determined
after charging all the expenses of working and management depreciation on fixed assets and
investments, interest and mark-up on loans and after making such adjustments as are necessary
under the Ordinance or the generally accepted accounting principles, international accounting
standards, guidelines of the Institute of Chartered Accountants of Pakistan etc.
BOOKS OF ACCOUNTS
190. Books of Accounts to be kept: The Directors shall cause to be kept proper books of account
with respect to:-
(a) all sums of money received and expended by Company and the matters in respect of
which the receipt and expenditure takes place;
(b) all sales and purchases of goods by the Company;
(c) the assets and liabilities of the Company;
(d) any other matter required by Section 230 or the Rules.
191. Place at which books of account should be kept and Reports: The books of account shall
be kept at the Registered Office or at such other place as the Directors think fit.
192. Inspection by members: The Directors shall from time to time determine whether and to what
extent and at what times and places and under what conditions or regulations the accounts and
books of the Company or any of them shall be open to the inspection of the members not being
Directors, and no member (not being a Director) shall have any right of inspecting any account
or book or document of the Company except as conferred by law or authorized by the
Directors or by the Company in General Meeting.
Page 39 of 46
FINANCIAL STATEMENTS AND REPORTS
193. Financial Statements: The Directors at some date not later than eighteen months after the
incorporation of the Company and subsequently at least in each calendar year lay before the
Company in Annual General Meeting the Financial Statements in the case of first account for the
period since the preceding account, made upto a date not later than the date of meeting by more
than six months.
Periodic financial statements shall be prepared and transmitted to the members, in accordance
with the provisions of the Rules, the Code of Corporate Governance and the Listing Regulations
of the Stock Exchanges at which the Shares / Certificates of the Company may be listed and
any other applicable law for the time being in force.
194. Contents of Financial Statements: The Financial Statements shall be prepared in accordance
with the provisions of Sections 234, 235 and 237 and the Rules.
195. Directors Report: The Directors shall make out and attach to every financial statements a
report with respect to the state of Company's affairs the amount, if any, which they recommend
should be paid by way of a dividend and amount, if any which they propose to carry to the
Reserve Account, pattern of share holding and such other matters which are specified in Section
236 and the Rules.
196. Authentication of Financial Statements: Financial statement shall be signed by the Chief
Executive and at least one Director if the Chief Executive is not for the time being in Pakistan by
two Directors. Whenever any such Financial Statements is not signed by the Chief Executive
only, then there shall be sub-joined thereto a statement signed by such Directors explaining the
reason why it has not been signed by the Chief Executive.
197. Circulation of Financial Statements: A printed copy of such financial statement duly audited,
together with the Reports of the Auditors and Directors shall at least twenty-one days prior to
the meeting be sent to every registered holder of shares of the Company and to such other
person as are entitled to receive notice of General Meetings in a manner in which notices are to
be given as provided hereunder, and a copy shall also be deposited at the office for inspection
of the members of the Company during a period of at least twenty one days before the meeting.
198. Compliance with the Legal Provisions: Directors shall in all respects comply with the
provisions of Sections 233, 234, 236, 237, 241, 242, 243 and 245 of the Companies
Ordinance as well as of the Rules, the Code of Corporate Governance and the Listing
Regulations of the pertinent Stock Exchanges at which the Shares / Certificates of the Company
may be listed. Additionally, the Directors shall further comply with the general and special
orders of the Commission from time to time under the provisions of the Ordinance, the Rules
and the Code of Corporate Governance, in regard to the submission and circulation of
periodical financial statements, information and other reports and the frequencies thereof.
AUDIT
Page 40 of 46
199. Audit Provisions: The Company shall appoint an auditor to audit the financial statements of the
Company. The appointment, qualification, disqualification, filling of casual vacancy
remuneration, renewal, powers and duties of auditors shall be governed by the provisions of
Sections 252 to 255 and the Rules, the Code of Corporate Governance and the Listing
Regulations of the pertinent Stock Exchange at which the shares certificates of the Company are
listed.
200. Auditors Report: The Auditors shall make a report to the members of the financial statements
which are laid before the Company in General Meeting during his tenure of office and the report
shall state the matters specified in Section 255 and the Rules, the Code of Corporate
Governance and the Listing Regulations of the pertinent Stock Exchanges at which the Shares /
Certificates of the Company are listed.
201. Reading and Inspection: The Auditor's report shall be read before the Company in the
General Meeting and shall be open to inspection by any member of the Company.
NOTICES
202. Service of Notice: Notices for General Meetings may be given by the Company to any
Member either personally or by sending it registered post to him to registered address or, if the
no registered address in Pakistan, by fax, cable or courier to the address, fax number, supplied
by him to the Company for giving of notices to him.
203. Service by post: Where notice issued 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, shall be deemed to have been effected at the time at which the letter
would be delivered in the ordinary course of post. Where a notice is sent by fax or telex, it shall
be deemed to have been effected on the affected on the day when the telex on fax is sent.
Where the notice is sent by urgent cable, it shall be deemed to have been effected on the day
following the day of despatch of the cable. Where notice is sent by courier, it shall be deemed
to have been effected, if to an address in Pakistan, two days and, if outside Pakistan, five days,
respectively, following the day on which a notice enclosed in a properly addressed envelope is
delivered to the courier's office.
204. Service on members resident abroad: If a Member has no registered address in Pakistan
and has also not supplied his telegraphic address, fax number or any other address outside
Pakistan, for the giving of notices to him, a notice addressed to him or to the members generally
and advertised in a newspaper circulating in the neighborhood of the Office, shall be deemed to
have been duly served on the day on which the advertisement appears.
205. Notice to joint-holders: A notice may be given by the Company to the joint- holder named
first in the register in respect of the share.
206. Notice to persons entitled by transmission: A notice may be given by the Company to the
persons entitled to a share in consequence of the death or insolvency of a member by sending it
through the post in prepaid letter addressed to them by name, or by the title of representatives
of the deceased, or assignee of the insolvent or by any like description, at the address (if any) in
Page 41 of 46
Pakistan supplied for the purpose by the persons claiming to be entitled or (until such and
address has been so supplied) by giving the notice in any manner in which the same might have
been given if the death or insolvency had not occurred.
207. Notice of General Meetings: Notice of every General Meeting shall be given, in the manner
hereinbefore provided, to:
(a) every Member of the Company (except those members who having no registered
address within Pakistan have not supplied to the Company an address, telegraphic
address, fax number or telex number outside Pakistan for the giving of notice to them);
(b) to 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.
208. Notice by Advertisement: Any notice required to be given by the Company to the members
or any of them and not expressly provided for by these presents shall be sufficiently given if
given by advertisement.
209. Notice by Advertisement deemed to be served: Any notice given by advertisement shall be
deemed to have been given on the day on which the advertisement shall first appear.
210. Transferees etc., bound by prior notice: Every person who by operation of law, transfer or
other means whatsoever shall become entitled to any share shall be bound by every notice in
respect of such share which previously to his name and address being entered on the register
shall be duly given to the person from whom he derives his title to such share.
211. Notice valid through member deceased: Any notice or document sent or delivered to a
Member in the manner provided by these Articles shall notwithstanding that such Member shall
be then deceased and whether or not the Company shall have notice of his death, be deemed to
have been duly served in respect of any registered shares, whether held solely or jointly with
other persons by such member, untill some other person or persons is or are registered in this
stead as the holder or joint-holder thereof and such service shall for all purpose of these Articles
be deemed a sufficient service of such notice or documents on his heirs, executors or
administrators and all persons jointly interested with him or her in any such Share.
212. Notice to be signed: The signature to any notice to be given by the Company may be written
or printed.
213. Notice of Resolution for winding up: Notice of any resolution for winding up a Company
voluntarily shall be given by the Company within ten days of the passing of the same by
advertisement in the official Gazette and also in a newspaper circulating in the Province where
the registered office of the Company is situated.
Page 42 of 46
RECONSTRUCTION
214. Reconstruction: Subject to the Rules, on any sale of the undertaking of the Company, the
Directors or the Liquidators on a winding-up may, if authorised by a Special Resolution, shares,
debentures or securities of any other Company, whether incorporated in Pakistan or not either
then existing or to be formed for the purchase in whole or in part of the property of the
Company and the Directors (if the profits of the Company permit), or the Liquidators (in a
winding-up) may distribute such shares, or securities or any other property of the Company
amongst the members without realisation, or vest the same in trustees for them and any Special
Resolution may provide for the distribution or appropriation of the cash, shares or other
securities, benefits or property, otherwise than in accordance with the strict legal rights of the
members or contributories of the Company, and for the valuation of any such securities or
property at such price and in such manner as the meeting may approve, and all holders of shares
shall be bound to accept and shall be bound by any valuation or distribution so authorised, and
waive all rights in relation thereto, save only in case of the Company is proposed to be or is in
the course of being wound up, such statutory rights (if any) under any provisions of the
Ordinance as are incapable of being varied or excluded by these presents.
SECRECY
215. Secrecy: Every Chief Executive, Director, Auditor, Trustee, member of a committee, officer,
servant, agent, accountant or other person employed in the business of the Company shall, if so
required by the Directors before entering upon his duties, sign a declaration pledging to observe
a strict secrecy respecting all transactions of the Company with its customers and the state of
accounts with individuals and in matters relating thereto, and shall by such declaration pledge
himself not to reveal any of matters which may come to his knowledge in the discharge of his
duties except when required so to do by the Directors or by any meeting or by a court of law
and except so far as may be necessary in order to comply with any of the provisions in these
presents contained or of the Ordinance.
216. No shareholder to enter the premises of the Company without permission: No member
or other person (not being a Director) shall be entitled to enter the property of the Company or
to inspect or examine the Company's premises or properties of the Company without the
permission of the Directors of the Company for the time being or subject to Article 170 to
require discovery of or any matter which is or may be in the nature of trade secret information
respecting any detail of the Company's trading or mystery of trade or secret, process or of any
matter whatsoever which may relate to the conduct of the business of the Company and which
in the opinion of the Directors it will be inexpedient in the interest of the members of the
Company to communicate.
WINDING UP
217. Distribution of Assets: Subject to the Rules and without prejudice to the rights of the holders
of shares and subject to special terms and conditions if any on the winding up and Section 385
the assets available for distribution among the members as such be insufficient to repay the
Page 43 of 46
whole of the paid-up capital, such assets shall be distributed so that as nearly as may be, the
losses shall be borne by the members concerned in proportion to the capital paid-up or which
ought to have been paid-up at the commencement of the winding-up, on the shares held by
them respectively, and if in a winding up assets available for distribution among the members
shall be more than sufficient to repay the whole of the capital paid up to the members in
proportion to the shares held by them respectively at the commencement of the winding-up.
218. Distribution of Assets in specie: If the Company shall be wound up whether voluntarily or
otherwise the liquidators may with the sanction of a Special Resolution divide amongst the
contributories in species or kind any part of the assets of the Company and with the like
sanction vest any part of the assets of the Company in trustees upon such trusts for the benefit
of the contributories or any of them as the Liquidators, shall think fit.
219. Distribution otherwise than in accordance with the rights: If though expedient the division
of assets on winding-up may be made otherwise than in accordance with legal rights of the
contributories (except where unalterably fixed by Memorandum of Association) and in
particular an class may be given preferential or special rights or may be excluded at altogether
or in part but in case any division otherwise than in accordance with legal rights of the
contributories shall be determine on any contributory who would be prejudiced thereby shall
have a right to dissent and ancillary rights as if determination were a Special Resolution passed
pursuant to Section 367.
INDEMNITY
220. Subject to provisions of Section 194 every Chief Executive, Director, Auditor and other officer
or servant of the Company acting in relation to the Company and every one of them and every
one of their heirs executors and administrators shall be indemnified by the Company against and
it shall be duty of Directors out of funds of the Company to pay, all costs, losses and expenses,
which any such officer or servant may incur or become liable to be reasons of any contract
entered into or thing done by him as such officer or servant or in any way in discharge of his
duties including travelling expenses and in particular, and so not to limit the generality of the
foregoing provisions, against all liabilities incurred by him as such Director, Manager, Officer or
Servant in defending any proceedings whether civil or criminal in which judgement is given in his
favour or he is acquitted, or in connection with any application under Section 488 in which relief
is granted by the court and the amount for which such indemnity is provided shall immediately
attach as a lien on property of the Company and have priority as between the members over all
other claims.
221. Notwithstanding anything contained in the preceding Articles, if any Article or any provision
thereof is in conflict or inconsistent with any of the provisions of the Companies Ordinance,
1984, the Rules, the Code of Corporate Governance or any other applicable law, rules and
regulation applicable to the Company, the same shall not be given effect to and the pertinent
provisions of the Ordinance, the Rules, the Code of Corporate Governance and the pertinent
law, rules or regulation applicable to the Company, shall prevail.
Page 44 of 46
We several persons whose names and addresses are subscribed hereto are desirous of being formed
into a Company in pursuance of the Articles of Association and we respectively agree to take the
number of shares in the capital of the Company set opposite our respective names:
S. Present and Former Father's Name Present/ Residential Address No. of Signature
No. Name and Surname Former In Full/ Occupation Shares taken
Nationality by each
subscriber
1. Mr. Qazi Mazhar Ul Qazi Moin Ul Haque Pakistani 3, Khayaban-e- Bahria, 500
Haque Phase-V, DHA, Karachi.
Business Executive
2. Mr. Arif Ali Shah Khadim Ali Shah Pakistani 31/H, 28th Street, Phase- 500
Bukhari Bukhari V, D.H.A. Karachi
Business
3. Mr. Zahid Noorani Qasim Ibrahim, Pakistani 64-I, Street No. 16, 500
Noorani Khayaban-e-Badhan,
Karachi
Business Executive
4. Mr. M. Saleem Mohammad Pakistani 43/III, 9th Street, Phase- 500

Siddique V, DHA, Karachi.
Business Executive
5. Mr. Khalid Latif Abdul Rasheed Pakistani 69/5 Abid Majeed Road, 500
Lahore Cantt,
Banker.
6. Mr. Tayyeb Afzal M. Afzal Pakistani H. No. 57, Street 7 of 500

Khayaban-e-Badban,
Karachi
Business Executive
Page 45 of 46
7. Mr. Shafiq A. Khan Wazir A. Khan Pakistani W-318, Street 24, 500
L.C.C.H.S. Lahore,
Cantt.
Banker
DATE:
Witness to above signatures:
Full Name Father's Name Occupation Full Residential Address Signature
Mohammad Hanif Dawood Usman Chartered B-62, Block-15, Gulshan-e-Iqbal,

Jakhura Accountant Karachi.
Page 46 of 46

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MEMORANDUM

PAKISTAN PREMIER FUND LIMITED

Company Limited by Share

Investment policy of the Company is:

IV. The liability of members is limited.

DATE: November 20, 1994

Witness to above signatures:

Full Name Father's Occupation Full Residential Signature

(COMPANY LIMITED BY SHARES)

Pakistan Premier Fund Limited

Dividend: “Dividend” Includes Bonus.

Month: “Month” means calendar month of the English calendar.

Participatory Redeemable Capital: “Participatory Redeemable Capital” means such capital as is

Proxy: “Proxy” includes Attorney duty constituted under a Power of Attorney.

Registrar: “Registrar” means the Registrar of Companies.

Section: "Section" means section of the Ordinance.

Words importing persons include corporations.

i. Participation in bidding consortium

TRANSFER AND TRANSMISSION OF SHARES

31. Transfer of shares:

Pakistan Premier Fund Limited

INCREASE, ALTERATION AND REDUCTION OF CAPITAL

ii) by the issue the bonds perpetual or redeemable debentures or debenture-stock or

iii) issue of promissory notes, bills of exchange and issuance bills;

v) appointing attorneys, giving them powers of executing documents, having them

RESERVE AND DEPRECIATION FUNDS

84. Where a resolution is intended to be proposed for consideration at a General Meeting as a

PROCEEDINGS AT GENERAL MEETING

(3) Representation of Federal Government etc.: The Federal Government or a

Pakistan Premier Fund Limited

Form of special proxy:

108. 108. I .......................... of ........................ being a member of ............................ hereby

As witness my hand this ...................... day of ...................... signed by the said.

113. Eligibility of Directors: No person shall be appointed, nominated or elected as a Director of

(e) he acts in contravention of Section 196 and 214 of the Ordinance, or

(g) by notice in writing to the Company he resigns his office, or

(h) he is removed from office by a Special Resolution of the Company, or

(i) he suspends payment to or compounds with the creditors;.

(j) he ceases to be eligible to be a Director under the Rules.

125. Director of the Company may be appointed as Director of a Subsidiary: A Director of

Minutes of the Directors’ Meeting or of any committee, if purporting to be signed by the

POWER AND DUTES OF DIRECTORS

(5) To secure contracts by mortgage: To secure the fulfillment of any contracts,

174. Restrictions on amount of Dividend: No larger dividend shall be declared than is

188. No interest: No dividend shall bear interest against Company.

(b) all sales and purchases of goods by the Company;

(c) the assets and liabilities of the Company;

(d) any other matter required by Section 230 or the Rules.

(b) to every person entitled to a share in consequence of the death or insolvency of a

(c) to the Auditors of the Company.

4. Mr. M. Saleem Mohammad Pakistani 43/III, 9th Street, Phase- 500

6. Mr. Tayyeb Afzal M. Afzal Pakistani H. No. 57, Street 7 of 500

Full Name Father's Name Occupation Full Residential Address Signature

Mohammad Hanif Dawood Usman Chartered B-62, Block-15, Gulshan-e-Iqbal,

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