April 8

CORPORATE LAW AND SECRETARIAL PRACTICES

2013
INCORPORATION OF GALLANT CHEMICALS

SUBMITTED BY:

INCORPORATION OF GALLANT CHEMICALS: MEMORANDUM OF ASSOSIATION:

THE COMPANIES ORDINANCE, 1984 (PRIVATE COMPANY LIMITED BY SHARES) MEMORANDUM OF ASSOCIATION OF GALLANT CHEMICALS PRIVATE LIMITED

1) The name of the Company is "GALLANT CHEMICALS PRIVATE LIMITED." 2) The Registered Office of the Company will be situated in the province of BALOCHISTAN. 3) The objects for which the Company is established are: To carry on the business of manufacturers, producers, importers, exporters, dealers, distributors, agents, wholesale and retail dealers of all kinds of medicines, drugs, pharmaceuticals and especially injectable, veterinary medicines and dentistry medicines for the health care of human beings as well as animals.

To carry on the business of distributors, suppliers, importers and exporters of and dealers in all kinds of medicines, chemicals, perfumery, toilet requisites, pharmaceuticals, veterinary medicines, dentistry medicines and other compounds, preparations and materials.

To carry on the business of manufacturers of and dealers in anatomical, orthopedic and surgical appliances of all kinds, vialling, bottling, packing, repacking and processing of capsules, syrups, tablets, injectables and ointment and to carry on the business as providers of all requisites for hospitals, patients, invalids, fowls, veterinary hospitals, hatcheries and poultry farms.

To prepare, compound, manufacture, buy, sell, import, export and generally to deal in medicines, drugs, propriety articles, tinctures, chemicals, pomades, ointments, liniments, lotions, toilet articles, perfumeries, cosmetics, soaps, essences, surgical apparatus, physicians and hospital supplies and specialties and all kinds of pharmaceuticals, perfumery, toilet and medical preparations and materials, plastics, glassware and veterinary products subject to any permission required by law.

To carry on the business of general order suppliers including Government, SemiGovernment Agencies, Armed Forces, Army, Military or Defence and commission agents, indentors, traders and as general merchants, wholesalers, retailers, dealers, distributors, stockist agents, sub-agents in any goods or products or within the scope of the object of the Company and subject to any permission required under the law.

To carry on business and obtain licences for shipping agents, clearing and forwarding agents, purchasing and indenting agents, selling agents, (except managing agent) on such terms and conditions as the Company may think proper, subject to any permission as required under the law.

To acquire by concession, grant, purchase, barter, licence either absolutely or conditionally and either solely or jointly with others any lands, buildings, machinery, plants, equipments, privileges, rights, licences, trade marks, patents, and other movable and immovable property of any description which the Company may deem necessary or which may seem to the Company capable of being turned to account, subject to any permission as required under the law.

To act as representatives, for any person, firm or company and to undertake and perform sub-contracts, and also act in the business of the Company through or by means of agents, sub-contractors and to do all or any of the things mentioned herein in any part of the world and either alone or in collaboration with others and by or through agents, subcontractors or otherwise.

To go in for, buy or otherwise acquire and use any patent design, copyright, license, concession, convenience, innovation, invention, trademarks, rights, privileges, plants, tools or machinery and the like in Pakistan or elsewhere, which may for the time being appear to be useful or valuable for adding to the efficiency or productivity of the Company's work or business, as permissible under the law.

To acquire and carry on all or any part of the business or property and to undertake any liabilities of any person, firm, association or company's possession of property suitable for any of the purposes of the Company or carrying on any business which this Company is authorised to carry on and in consideration for the same, to pay cash or to issue shares of the Company.

To carry out joint venture agreements with other companies or countries within the scope of the objects of the Company.

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

To do and perform all other acts and things as are incidental or conducive to the attainment of the above objects or any of them. It is declared that notwithstanding anything contained in the foregoing object clauses of this Memorandum of Association nothing contained therein shall be construed as empowering the Company to undertake or to indulge in business of banking company, banking, leasing, investment, managing agency or insurance business directly or indirectly as restricted under the law or any unlawful operation.

4) The liability of the members is limited. 5) The authorized capital of the Company is Rs. 35,00,000/- divided into 35,000 ordinary shares of Rs. 100/- (Rupees One Hundred only) each with powers to increase and reduce the Capital of the Company and to divide the shares in the capital for the time being into several classes in accordance with the provisions of the Companies Ordinance, 1984.

6) We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

S. No.

Name and Surname (present & former) in full Block Letters) (in

NIC

No.

Fathers/ Husbands Name in full

Nationality(ies) with any former Nationality

Occupation

Residential address full in

Number of shares taken by each

Signatures

(in case of foreigner, Passport No.)

subscriber

CH.SHUJ AAT

123541456877-1

Gh

Pakistani

Trading business

Street

---,

10.000

-------

No. --, F-7/2, Islamabad

ALTAF HUSSAI N

258141456879-2

IJ

Pakistani

Import export

and of

Street

----,

10,000

------------

No.-----, Pak Nagar, Akram Road, Lahore

sports goods

ASIF ALI ZARDAR I

625841548795-3

KL

Pakistani

Advocate

Street----,No. Queens Road, Karachi. -----,

15,000

------------

Total number of shares taken Dated the ______ day of _______ 2009 Witness to above signatures. ______________ Signatures Full Name, _________ NIC Number,_________

35 (Thirty Five)

Fathers/Husbands Name ________ Full Address_______________ Occupation____________________

ARTICLES OF ASSOSIATION:
A company is an incorporated body. So there should be some rules and regulations are to be formed for the management of its internal affairs and conduct of its business as well as the relation between the members and the company. Moreover the rights and duties of its members and the company are to be recorded. There comes the need and origin of Articles of Association. The Articles of Association is a document that contains the purpose of the company as well as the duties and responsibilities of its members defined and recorded clearly. It is an important document which needs to be filed with the Registrar of companies.

In the Table A of Schedule 1 of the Companies Act, 1956 is given a model regulations for the management of the company limited by shares. All or any of the regulations contained in Table A may be adopted by a company limited by shares. An article of Association is a document which all companies should prepare. There are three options for company in tis case that it may adopt Table-A fully or it may wholly exclude table a and set out its own articles or it may set out its own articles or can adopt some of the part of the Table-A.

THE COMPANIES ORDINANCE, 1984

(Private Company Limited by Shares) ARTICLES OF ASSOSIATION OF GALLANT CHEMICALS (PRIVATE) LIMITED
The Regulations contained in Table A to the First Schedule to the Companies Ordinance, 1984 (the Ordinance) shall be partly the regulations of GALLANT CHEMICALS (Private) Limited (the Company) so far as these are applicable to a private company. The company will have its own articles of association partly. The articles according to which the internal affairs of the organization will be conducted are as follows: The Company is a Private Company No invitation shall be made to the public to subscribe for the shares or debentures of the Company. The number of the members of the Company (exclusive of persons in the employment of the Company), shall be limited to fifty, provided that for the purpose of this provision, where two or more persons hold one or more shares in the company jointly, they shall be treated as single member; and The right to transfer shares of the Company is restricted in the manner and to the extent herein appearing. There will be three numbers of directors whose full name address will be attached at the end. From the date on which the commencement certificate will be issued to the company the day to day business of the company will be started from the very next date. No shares shall be granted to the public. The money shall be returned back to the applicants to whom shares have not been issued. Minimum number of members shall not exceed above 50. Transfer of shares shall be restricted.

It is not compulsory for company to issue prospectus. Loans can be taken from the day by which the company gets the incorporation certificate from the SECP. Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.

The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them. The directors may appoint a director to chair their meetings. The person so appointed for the time being is known as the chairman. The directors may terminate the chairmans appointment at any time. If the chairman is not participating in a directors meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.

A member desirous to transfer any of his shares shall first offer such shares for sale or gift to the existing members and in case of their refusal to accept the offer, such shares may be transferred to any other person, as proposed by the transferor member, with the approval of the Board of Directors.

Directors are entitled to such remuneration as the directors determine (a) For their services to the company as directors, and (b) For any other service which they undertake for the company.

No share is to be issued for less than the aggregate of its nominal value and any (a) Premium to be paid to the company in consideration for its issue. (b) This does not apply to shares taken on the formation of the company by the subscribers to the companys memorandum.

Transmission of shares

If title to a share passes to a transmittee, the company may only recognise the transmittee as having any title to that share. A transmittee who produces such evidence of entitlement to shares as the directors may properly require may, subject to the articles, choose either to become the holder of those shares or to have them transferred to another person, and subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had. But transmittees do not have the right to attend or vote at a general meeting, or agree to a proposed written resolution, in respect of shares to which they are entitled, by reason of the holders death or bankruptcy or otherwise, unless they become the holders of those shares.

Unclaimed distributions

All dividends or other sums which are payable in respect of shares, and unclaimed after having been declared or become payable,

May be invested or otherwise made use of by the directors for the benefit of the company until claimed. The payment of any such dividend or other sum into a separate account does not make the company a trustee in respect of it. If twelve years have passed from the date on which a dividend or other sum became due for payment, and the distribution recipient has not claimed it, the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the company.

Insurance

The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.

QUORUM

No business shall be transacted at any General Meeting unless a Quorum of members is present at the time when the meeting proceeds to business. Two members, present in person, representing not less than 25% of the total voting power either on their own account or as proxies, shall form a Quorum for a General Meeting.

CHIEF EXECUTIVE

The first Chief Executive of the Company will be appointed by the Board of Directors within fifteen days from the date of incorporation of the Company who shall hold office till the first Annual General Meeting.

BORROWING POWERS The Directors may from time to time raise, borrow or secure the payment of any sums for the purposes of the Company in such manner and upon such terms and conditions as they think fit and in particular by the issue of debentures, debenture-stock or other securities charged upon all or any part of the property of the Company present or future.

WINDING UP If the Company is wound up whether voluntarily or otherwise the liquidator may, with the sanction of a special resolution, divide amongst the contributories in specie any part of the assets and liabilities of the Company, subject to Section 421 and other provisions of the Companies Ordinance, 1984 as may be applicable.

We, the several persons, whose names and addresses are subscribed below, are desirous of being formed into a Company, in pursuance of these Articles of Association, and we respectively agree to take the number of shares in the Capital of the Company as set opposite to our respective names.
Fathers Name

Name and CNIC No.

Nationality

Occupation

Residential Address

Chaudhary Shujaat C.N.I.C # ______________ Altaf Hussain C.N.I.C # ______________

JB

Pakistani

Lahore

HU

Pakistani

Multan

Number Of Shares Taken by Each Subscriber 10,000 (Ten Thousands) 10,000 (Ten Thousands)

Signature

Asif Ali Zardari DG C.N.I.C # ______________

Pakistani

Karachi

15,000 (Fifteen Thousands)

Dated this

day of ________

Witness to the above signatures: Full Name: ________________ C.N.I.C # ________________ Fathers Name ________________

Nationality: Pakistani Occupation: ________________ Full Address: ________________ ________________ ________________

INCORPORATION OF A PRIVATE LIMITED COMPANY:

Incorporation means registration of a company which is registered by the registrar of the companies in SECP (Security exchange commission of Pakistan). There are different ways to incorporate the company that are online or physical in the same way there fesses vary from each other both of the ways are different from one another both of the ways have been discussed below but for the company proposed up it shall be preferred for that to submit the documents online as its fees is relatively very low as of physical and is easy then the manual process. The Manual process contains the following procedures to be followed: 1) First of all the application to the registrar is made for checking the availability of the name with a fee of 500 (Five hundred). The name must not be identical, must not be inappropriate that and it should not be depicting any religion name all of these aspects should be kept in mind 2) Form 1 to be filled and attached which states the declaration of applicant for incorporation. 3) Form 21 to be filled and attached which states about the companys overall history.

4) Form 29 to be filled and attached which states the directors and officers of the company
5) The promoters of the company prepare the memorandum of association. It is the most important document of the company. It is the charter of the company and defines its powers and states its objectives. Its contents have been discussed above it is the constitution of the company 6) Next to the memorandum of association is the articles of association which are the byelaws of the company it states the internal affairs of the organization that how the organization will work and how it will handle its daily routine matters all of these are to be stated in the articles of association.

ONLINE INCORPORATION OF A COMPANY:

There is an option that documents can be submitted to the registrar of the companies online too which have the following steps that a login is too be made on the website of

SECP the directors of the company can make that as well as the person who is consulting can made the login on the SECP website. First of all the availability of name is asked with the original challan fee and in the same way here too the company name should not be identical and all of the cases above explained. That it should not be identical should not be representing the name of any religion and all such things. Then the logins of the directors of the companies is to be made with all of their complete information all of the directors. Memorandum of association and articles of association is to be attached then for the further proceedings.

NAMES PROHIBITED FOR A COMPANY

A company cannot be register which is having any identical name which is showing any name which was already a name of any company or any name showing any religious issues all of these companies cannot be formed .A company shall not be registered by a name identical with that by which a company in existence already registered, or so nearly resembling that name as to be calculated to deceive, except the company in existence is in the course or being dissolved and significant its consent in such manner as the registrar requires.

EXPENSE:
Details Manual Submission 500 Online Submission 200

Name availability fee Rates of stamps on M.O.A and on A.O.A

Fees on authorized capital Fees on authorized capital Registration fee Fees of certification of M.O.A and A.O.A TOTAL

50 39,000 7500 500 47,550

75 19500 5000 250 25,025