COMPARATIVE STATEMENT OF ALTERATIONS IN THE MEMORANDUM OF ASSOCIATION

Transcription

1 COMPARATIVE STATEMENT OF ALTERATIONS IN THE MEMORANDUM OF ASSOCIATION PRESENT TEXT Clause 1 of object Clause-III 1 To carry on the business of spinners, weavers, manufacturers and sellers of cotton yarn and cloth. Clause 2 of Clause-III 2 To import plant & machinery for the project and export products of the undertaking. Clause 3 of Clause-III 3 To purchase plant and machinery for the purpose of spinning, weaving, AMENDED TEXT Clause 1 of object Clause-III 1 The principal line of business of the company shall be to provide the business of buyers, sellers, traders, importers, exporters, suppliers, manufacturers, processors, commission agents, distributors, dealers and representatives in any legal form for all kinds of food products and beverages including but not limited to fruits, vegetables, confectionery, infant nutrition, clinical nutrition, performance nutrition, cereals, coffee, tea, wheat, flour, food grains, pulses, cereals, rice, spices, sugar, sugar products, vegetable ghee, edible oil, cooking oil, mineral oil, cocoa based, animal feed, veterinary medicines, other food products and other compounds, preparations and materials and to carry on the business of edible oil and other products, fabricate, contract, erect and lay the manufacturing plant, refinery, machinery and apparatus for edible oil and ghee products installations and to purchase or otherwise acquire, produce, manufacture, refine, treat, purify, blend, reduce, distil, store, transport, market, distribute, supply, sell and otherwise dispose off and generally trade in any and all kinds of edible oil, ghee and other eatable oils. Clause 2 of Clause-III 2 Except for the businesses mentioned in sub-clause (3) hereunder, the company shall engage in all the lawful businesses and shall be authorized to take all necessary steps and actions in connection therewith and ancillary thereto. Clause 3 of Clause-III 3 Notwithstanding anything contained in the foregoing sub-clauses of this clause Page # 1

2 manufacturing of cotton yarn and cloth. nothing contained herein shall be construed as empowering the Company to undertake or indulge, directly or indirectly in the business of a Banking Company, Non-banking Finance Company (Mutual Fund, Leasing, Investment Company, Investment Advisor, Real Estate Investment Trust management company, Housing Finance Company, Venture Capital Company, Discounting Services, Microfinance or Microcredit business), Insurance Business, Modaraba management company, Stock Brokerage business, forex, real estate business, managing agency, business of providing the services of security guards or any other business restricted under any law for the time being in force or as may be specified by the Commission. Clause4 of Clause-III 4 To purchase, take on lease or acquire by any other means any land, building or machinery in Pakistan for the purpose of the Company. Clause 4 of Clause-III 4 It is hereby undertaken that the company shall not: (a) engage in any of the business mentioned in sub-clause (3) above or any unlawful operation; (b) launch multi-level marketing (MLM), Pyramid and Ponzi Schemes, or other related activities/businesses or any lottery business; (c) engage in any of the permissible business unless the requisite approval, permission, consent or licence is obtained from competent authority as may be required under any law for the time being in force. Clause 5 of object Clause-III Clause 5 of object Clause-III Page # 2

3 5 To enter into any arrangements with the Government of Pakistan or any local Government or with any supreme, national, municipal or local authority, or with any person, any place where the company may have interest that may seem conducive to the company s objects, or any of them and to obtain from such Government, or authority, or other persons any rights, privileges and concessions which the company may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions. Clause 6 of object Clause-III 6 To make, draw, accept, endorse, discount, execute or negotiate and issue cheques, promissory notes, hundies, bills ofexchange, bills of lading, warrants, debentures, and other negotiable or transferable instruments or securities as possible under law, concerning the business of this company. Clause7 of object Clause-III 7 To invest the monies of the company, not immediately required, upon such securities (other than shares or stocks in the company) or in such manner as may from time to time be decided except doing business as an investment company. 5 Clause 6 of object Clause-III 6 Clause 7 of object Clause-III 7 Page # 3

4 Clause 8 of object Clause-III 8 To guarantee the performance of contracts by this company. Clause 9 of object Clause-III 9 To borrow or secure the payment of money from Commercial Banks and Industrial Banks in such manner and upon such terms as the Company shall think fit and in particular by pledge, hypothecation, charge or mortgage of all or any of the Company s property (both present and future) if any, and/or by the issue of debentures or debenture-stock perpetual or otherwise charged upon such property for all or any purposes of the Company and to purchase, redeem or pay off any such securities. Clause10 of object Clause-III 10 To open or close bank account of the company, arrange for overdraft facilities against securities of Company property, to deposit and draw company funds, to issue debentures, to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, railway receipts, warrants, guarantees and other negotiable and transferable instruments concerning the business of the company. Clause 11 of object Clause-III 11 To arrange for local currency and foreign currency loan from scheduled banks, industrial banks and financial institutions for the purposes of purchases and import of machinery, construction of factory building and for the purpose of working capital or for any other purpose which the directors deem fit. Clause 12 of object Clause-III Clause 8 of object Clause-III 8 Clause 9 of object Clause-III 9 Clause10 of object Clause-III 10 Clause 11 of object Clause-III 11 Clause 12 of object Clause-III Page # 4

5 12 To advance money to such persons, firms or companies and on such terms as may seem expedient and in particular to customers, and other having dealings with the company, and to give guarantees or become security for and such persons, firms or companies. Clause 13 of object Clause-III 13 To establish agencies or branches for the purchase and sale of goods of undertaking in Pakistan, or in any part of the world and to undertake the management, supervision or control of the business or operations of the Company. Clause 14 of object Clause-III 14 To carry on the business of buyers, sellers, traders, importers, exporters, suppliers, manufacturers, processors, commission agents, distributors, dealers and representatives in any legal form for all kinds of food products and beverages including but not limited to fruits, vegetables, confectionery, infant nutrition, clinical nutrition, performance nutrition, cereals, coffee, tea, wheat, flour, food grains, pulses, cereals, rice, spices, sugar, sugar products, vegetable ghee, edible oil, cooking oil, mineral oil, cocoa based, animal feed, veterinary medicines, other food products and other compounds, preparations and materials. Clause 15 of object Clause-III 15 To carry on business as manufactures of, and dealers in all types of packing materials, containers, receptacles, boxed, cartons, cases, drums cages bins, jars, carboys, tubes, creates, packing cases cans, bottles, vials and fittings there for of every kind and to, strawboard and boards of all other description and any other materials whether chemically treated or not, used for the manufacture of any of the aforesaid articles. 12 Clause 13 of object Clause-III 13 Clause 14 of object Clause-III 14 Clause 15 of object Clause-III 15 Page # 5

6 Clause 16 of object Clause-III 16 To carry on the business of edible oil and other products, fabricate, contract, erect and lay the manufacturing plant, refinery, machinery and apparatus for edible oil and ghee products installations and to purchase or otherwise acquire, produce, manufacture, refine, treat, purify, blend, reduce, distil, store, transport, market, distribute, supply, sell and otherwise dispose off and generally trade in any and all kinds of edible oil, ghee and other eatable oils. Clause 17 of object Clause-III 17 To carry on agency business (except managing agency) and to acquire and hold selling agencies and to act as selling agents, commission agents, manufacturers' representatives and distributing agents of and for the distribution of all kinds of merchandise, goods, commodities, products, materials, substances, articles and things whether finished, semi-finished, raw, under process, refined, treated or otherwise pertaining to trade and commerce and for that purpose to remunerate them and to open and maintain depots and branches. Clause 18 of object Clause-III 18 To establish and maintain distribution centers and agencies at any place in Pakistan or any part of the world for the conduct of the business of the Company, or for the purchase and sale of any merchandise, commodities, goods, wares, materials, produce, products, articles and things required for or dealt in manufactured by or at the disposal of the Company and transact all kinds of agency business except managing agency. Clause 19 of object Clause-III Clause 16 of object Clause-III 16 Clause 17 of object Clause-III 17 Clause 18 of object Clause-III 18 Clause 19 of object Clause-III Page # 6

7 19 To enter into partnership, to invest in shares, to amalgamate, or merge movable or immovable and/or to buy on all interests, assets, liabilities, stocks, or to make any arrangement for sharing profits, union of interests, co- operation, joint-venture, reciprocal concession or otherwise with any person, firm or company carrying on or proposing to carry on any business which this Company is authorized to carry on or which is capable of being conducted so as directly or indirectly to benefit this Company and to have foreign collaborations and to pay royalties/technical fees to collaborators subject to the provisions of the Companies Ordinance, Clause 20 of object Clause-III 20 To set-up and carryon the business of cattle rearers, sheep farmers, poultry farmers, grazers, breeding and to purchase, breed, rear, sell, import, export, improve, deal and trade in cattle, horses, asses, donkeys, mules, sheep, goats, birds, poultry, eggs, meat, milk and live and dead stocks of every description of livestock. 19 Clause 20 of object Clause-III 20 Page # 7

8 Clause 21 of object Clause-III 21 To erect, install and operate power plant of solar panels, furnace oil, wind power or gas etc. for self-use or sell to other industrial or commercial users and buildings and to build, purchase or otherwise acquire, on lease, freezing houses, cold storages, ware houses, sheds and other buildings and plants or machinery, nurseries, breeding or experimental station necessary or expedient for the purpose of the Company. Clause 22 of object Clause-III 22 To construct, improve, maintain, develop, work, manage, carry out, rent out, lease or control any land, building, property, warehouses, shops, stores, hospitals, supermarkets and other works and conveniences which may seem calculated directly or indirectly to advance the Company s business. Clause 23 of object Clause-III 23 To carry on business as agents, selling agents, buying agents, brokers, travelling agent, shipping companies agent, commission agents, stockiest and distributors for any persons, firms and companies and generally to undertake and carry out agencies and agency work of any kind whatsoever and transact all manner of agency booking, commission, canvassing, distributing and advertising business except managing agency business. Clause 24 of object Clause-III 24 To acquire, process, package, sell, import, export, preserve, deep freeze and otherwise deal in aerated, mineral and artificial waters and all kinds of beverages, nonalcoholic drinks, syrups, juices, soft drinks, squashes, jams, murabbas, milk and all types of dairy Clause 21 of object Clause-III 21 Clause 22 of object Clause-III 22 Clause 23 of object Clause-III 23 Clause 24 of object Clause-III 24 Page # 8

9 products, ice cream, meat, live cattle and sheep, fish, prawns, shrimps, poultry, eggs and in all branches of such respective trades or business. Clause 25 of object Clause-III Clause 25 of object Clause-III 25 To negotiate loans, under-writing contracts, mortgages, equity participation, Cash Credit, Overdrafts and other financial facilities from Banks, Financial Institutions, Government or Semi-Government bodies and others on behalf of the Company or associations which they are assisting to promote. 25 Clause 26 of object Clause-III Clause 26 of object Clause-III 26 To enter into working arrangements or joint venture with other companies, corporations, firms or persons including arrangements with overseas joint ventures. 26 Clause 27 of object Clause-III Clause 27 of object Clause-III 27 To manage, mortgage, sell, or turn to account, dispose off or deal with all or any part of the real or immovable and personal or movable property of the company, whenever and however acquired. 27 Clause 28 of object Clause-III Clause 28 of object Clause-III 28 To employ, engineers, electricians, mechanics, specialists, experts and other persons as may be found necessary or expedient for the efficient handling and carrying of the business of the Company. 28 Page # 9

10 Clause 29 of object Clause-III Clause 29 of object Clause-III 29 To pay all the costs, charges and expenses of and incidental to the promotion, formation, registration and establishment of the company and the issue of its capital including any underwriting or other commission, brokers fees and charges in connection therewith. 29 Clause 30 of object Clause-III Clause 30 of object Clause-III 30 And generally to do and perform all such other acts and things as may be incidental or conductive to attainment of the above objects, or any of them. 30 Clause 31 of object Clause-III Clause 31 of object Clause-III 31 It is declared that notwithstanding anything contained in foregoing object clause of the Memorandum of Association anything contained therein shall be construed, empowering the Company to undertake or indulge in Business of banking Company banking investments, leasing or insurance business directly or indirectly as restricted under law or any unlawful operation. 31 Dated : 19th October, 2017 Place : Karachi Page # 10