Presented By:

Sidra Hye Priyanka Motlani Afsheen Abbas Zainia Farooqi 9999 9836 10084 9940

Objectives
It is the most important document of the company. It is the basis on which the super-structure of the company is based.

It is also known as the constitution / charter of the company.

This document is a sort of contract between the company and its

shareholders.
It defines the objects and determines the scope of the activities of the

company. It sets out the limits outside which the company cannot go.
If the company works on a line, which is not given in the

memorandum, then it will be considered as illegal.

The memorandum should be printed and divided into different

paragraphs.

 It is regarded as unalterable charter of the company as generally

it is very difficult to change any clause of this document.

This document must be signed by at least seven persons in case

of public limited company and two persons in case of private limited company.

The memorandum must be prepared very carefully, printed and

divided into different paragraphs, each paragraph must be numbered. ordinance and signed by the subscriber in the presence of witness.

It should stamp according to the provisions of the companies

Significance of the Memorandum of Association

Memorandum defines the limitations on the powers of the company

established under the Act.

The whole structure of the company is built upon memorandum. It explains the scope of activities of the company. The investment

knows where their money will be spent and outsiders also know the nature of activities the company is authorized to take up.
It is a basic document of the company with regard to its constitution. It is a charter of the company which sets out its written goals.

Name Clause
A company being a separate legal entity must have a name. A company may select any name which does not resemble the name of any

Clauses of the Memorandum

other company and it should not contain the words like king, queen, emperor, government bodies and the names of world bodies like UNO, WHO, World Bank etc.

The name should not be objectionable in the opinion of the government.

The word limited must be used at the end of the name of a Public and Private Limited is used by a Private Company. These words are used to ensure that all persons dealing with the company should know that the liability of its members is limited. business of the company is carried on.

The name of the company must be painted outside every place where If the company has a name which is undesirable or resembles the name of

any other existing company, this name can be changed by passing an ordinary resolution.

Registered Office Clause

Every company should have a registered office, the address of which

should be communicated to the Registrar of Companies.

The place of registered office can be intimated to the Registrar within

30 days of incorporation or commencement of business.

A company can shift its registered office from one play to another in

the same town with intimation to the Register.

But if the company wants to shift its registered office from one town

to another town in the same state, a special resolution is required to be passed. If the office is to be shifted from one state to another state it involves alteration in the memorandum.

Object Clause
It determines the rights and powers of the

company and also defines its sphere of activities.

The object clause should decide carefully because it is

difficult to alter this clause later on.

No activity can be taken up by the company which is not

mentioned in the object clause.

The choice of the object clause lies with the subscribers to

the memorandum. They are free to add anything to it provided it is not contrary to the provisions of the Companies Act and other laws of the land.

 The Companies (Amendment) Act 1965 requires that in

cause of companies formed after this amendment, the memorandum must state separately (a) main objects, and (b) other objects. company on incorporation and objects incidental or ancillary to the attainment of the main objects. Other objects will include all other objects which are not included in the main objects. ensuring that the funds raised for the undertaking are not going to be risked in any other undertaking. The creditors also feel protected by this clause. the public interest also.

Main objects will include objects to be pursued by the

The object clause offers protection to the shareholders by

By confining the activities within a specified field, it serves

Liability Clause:
This clause states that the liability of the

members is limited to the value of shares held by them.

The liability of the members may be limited by guarantee.

Capital Clause:
The clause states the total capital of the proposed company. The division of capital into equity share capital and preference share capital should

also be mentioned.

The number of shares in each category and their value should be given.

If some special rights and privileges are conferred on any type of shareholders,

mention may also be made in the clause to enable the public to know the exact nature of capital structure of the company.

Alteration of a Memorandum of Association

Name clause (Section 25):
A company may change its name by passing a special resolution and

with the prior approval of the Central government.

If the company is registered with an undesirable name then it can

change it with an ordinary resolution with the approval of the Central Government.
The Central Government can also direct the company within 12 months

of its registration to change its name and this will have to be done within three months.
The change in name will be effective when it is resisted

with the Registrar.

Registered Office (Section 17):

The change in registered office place from one

state to another requires a change in memorandum.

This change affects the interests of shareholders, investors, creditors, employees etc.

Object Clause (Section 17):

This clause is a limitation on the company beyond which it

cannot carry its activities.

The object clause can be changed by passing a special resolution

and by getting the permission of the Company Law Board.

A copy of the resolution should be filled with the Registrar

within 30 days of passing the resolution. A petition is also made to the Company Law Board for issuing a confirmation. When this change is allowed by the Board, then printed copy of the Memorandum as altered must be filled with the Registrar within three months of the order.

Liability clause:
If articles so permit, the liability of the Directors Managing

Directors or Manager can be made unlimited by passing a special resolution. The officer concerned should also accord his consent for making the liability unlimited. Capital Clause:
A change in capital clause involving an increase in the

authorized capital can affected by passing an ordinary resolution in the general Meeting.

The change in situation and objects clause is allowed only under certain situations. It will be allowed when it necessary for any of the following reasons:
The change is necessary to allow the company to carry on its business more economically or efficiently. The company will be able to attain its objectives by new and improved means. The company may enlarge the local area of its operations. The company is enabled by change to carry on some new business with convenience and advantage. To restrict or abandon any of the objects specified in the memorandum. To sell whole of part of the companys property. To amalgamate with any other company or body of persons.

GLAXO SMITH KLINE

Limited Company

Presented by: Priyanka Motlani 9836

CLAUSES
1. The Companys name is GlaxoSmithKline plc. The Company is to be a public company.

2. The registered office of the Company will be situated in England.

3. Object clause
1) To acquire and hold the whole or any part of the share capital of Glaxo Wellcome plc. and of the share capital of SmithKline Beecham plc. whether directly or through any subsidiary and generally to carry on business as an investment holding company and for that purpose to acquire debenture stock, bonds, notes, options, obligations and securities issued or guaranteed by any company or by government.

2) Carry on business as a general commercial company and to carry on any trade or business or activity of any nature whatsoever which may seem to the directors to be capable of being conveniently or advantageously carried on, or to be expedient with a view to directly or indirectly enhancing the value of companys assets.

3) To subscribe, underwrite, purchase, or otherwise acquire, and to hold, dispose of, and deal with, any shares or other securities or investments of any nature whatsoever, and any options or rights in respect thereof or interests therein, and to buy and sell foreign exchange. 4) To draw, make, accept, endorse, discount, negotiate, execute and issue, and to buy, sell and deal with bills of exchange, promissory notes, and other negotiable or transferable instruments or securities.

5) To amalgamate or enter into partnership or any joint venture or profit/loss-sharing arrangement or other association with any company, firm, person or body. 6) To purchase or otherwise acquire and undertake all or any part of the business, property and liabilities of any company, firm, person or body carrying on any business which the Company is authorized to carry on or possessed of any property suitable for the purposes of the Company.

7) To promote, or join in the promotion of, any company, whether or not having objects similar to those of the Company. 8) To borrow and raise money and to secure or discharge any debt or obligation of or binding on the Company in such manner as may be thought fit and in particular by mortgage and charges upon all or any part of the undertaking, property and assets (present and future) and the uncalled capital of the Company, or by the creation and issue of debentures, debenture stock or other securities of any description.

9) Advance, lend or deposit money or give credit to or with any company, firm or person on such terms as may be thought fit and with or without security. 10) To issue any securities which the Company has power to issue for any other purpose by way of security or indemnity or in satisfaction of any liability undertaken or agreed to be undertaken by the Company. Or to guarantee or give indemnities or provide security, whether by personal covenant or by mortgage , property and assets (present and future) and the uncalled capital of the Company, or by all or any such methods, for the performance of any contracts or obligations or for payment of dividends and interest on shares or other securities.

11) Procure the registration, recognition or incorporation of the Company in or under the laws of any territory outside England.

12) To subscribe or guarantee money for any national, charitable, benevolent, public, general or useful object or for any purpose which may be considered likely directly or indirectly to further the interests of the Company or of its members.

13) (a) To establish and maintain or contribute to any pension or superannuation funds for the benefit of, and to give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any individuals who are or were at any time a part of the company or to their dependants. to establish and subsidize or subscribe to any institutions, associations, clubs or funds which may be considered likely to benefit any such persons or to further the interests of the Company or of any associated company; and to make payments for or towards the insurance of any such persons.

(b) To establish and maintain, and to lend or contribute to,

any scheme for encouraging or facilitating the holding of shares or debentures or other securities in the Company or any associated company by or for the benefit of its employees or former employees, or those of any associated company, or by or for the benefit of such other persons as may for the time being be permitted by law, or any scheme for sharing profits with its employees or those of its associated companies, and (so far as for the time being permitted by law) to lend money to employees of the Company or of any associated company with a view to enabling them to acquire shares in the Company or any associated company.

14) distribute among members of the Company in

specie or otherwise, by way of dividend or bonus or by way of reduction of capital, all or any of the property or assets of the Company, or any proceeds of sale or other disposal of any property or assets of the Company, with and subject to any incident authorized and consent required by law.

 To do all such other things as may be considered to be incidental or

conducive to any of the above objects.

And it is hereby declared that (a) the objects set forth in each sub-clause

of this clause shall not be restrictively construed but the widest interpretation shall be given thereto, and (b) the word company in this clause, except where used in reference to the Company, shall be deemed to include any partnership or other body of persons, whether corporate or unincorporated and whether domiciled in the United Kingdom or elsewhere, and (c) except where the context expressly so requires, none of the several paragraphs of this clause, or the objects therein specified, or the powers thereby conferred shall be limited by, or be deemed merely subsidiary or auxiliary to, any other paragraph of this clause, or the objects specified in such paragraph, or the powers thereby conferred but may be carried out in as full and ample manner and shall be construed in as wide a sense as if each of the said paragraphs defined in the objects of a separate, distinct and independent company.

CLAUSES
4. The liability of the members is limited. 5. The Companys share capital is 100 divided into 100 Shares of 1 each and the company shall have the power to divide the original or any increased capital into several classes, and to attach thereto any preferential, deferred, qualified or other special rights, privileges, restrictions or conditions.

PAKISTAN TELEVISION CORPORATION LIMITED

Presented by: Afsheen Abbas 10084

 Pakistan Television Corporation Limited Pakistan Television Corporation came into being through the

memorandum of association being signed in 1964 between the Government of Pakistan, Nippon Electric Co. Ltd. Tokyo, and Thompson Television (International), Ltd, London. "Television Promoters Company Limited" and subsequently converted into a public company, "Pakistan Television Corporation (Public) Limited," on June 27, 1967.

On February 10, 1966, the company was incorporated as

It was registered under the Companies Ordinance, 1964.

Memorandum of Association Television Corporation Limited

of

Pakistan

I. The name of the Company "Pakistan Television Corporation (Public) Limited". II. The registered Office of the Company will be situated in Islamabad, Pakistan. III. The objects for which the Company is established are: 1. To establish a network of Television Stations in Pakistan by erecting, constructing, maintaining and improving Television Stations at places approved by the Government of Pakistan or by using facilities of any organisation or institution under such arrangements or terms which may seem desirable to the Company and providing television broadcasting services by telecasting live programmes of all kinds, news pictorials and documentaries, local and foreign films of all kinds and nature for the purposes of disseminating information, education and entertainment.

2. To ensure that programmes telecast by the Company from its each television Station maintain a high general standard in all respects and in particular in respect of their content, quality, balance and widerange of subject matters, having regard to programmes as a whole. 3. To carry out instructions of the Government of Pakistan with regard to the general pattern or policies of programmes, announcements and news etc., to be put on Air from time to time and also in respect of television code of ethics and television broadcasting timing from various stations of the Company. 4. To ensure that while its affairs are conducted on sound commercial principles, it does not lose the character of public service. 5. To carry on the business of commercial advertisement by selling programmes and advertising time of television stations either directly or through advertising agencies or by setting up advertising agencies or by other means.

6. To carry on all or any of the business of shooting-scripts, developing, processing, printing, editing, telecasting and selling films of all kinds and nature; setting up studios, laboratories, shops, showrooms, etc., in connection with making of films; importing and exporting of raw developed films; and producing music discs and other recorded material. 7. To carry on all or any of the business of manufacture, purchase import, export, store, warehouse, sell and generally to deal in all materials, articles and things required for or incidental to telecasting service or any other business of the Company. 8. To adopt such means of increasing television receiver sets in the country, as may seem expedient, and to carry on all or any of the business of manufacturing, assembling, importing, exporting, buying, selling or dealing with Television Receiver Sets, Radio Sets, Record Players and Tape-Recorders of all kinds and description. 9. To carry on any other business whether manufacturing or otherwise which may seem to the Company capable of being carried out to the benefit of the Company in any way whatever.

10. To take on rent, construct, maintain or alter any buildings etc., necessary for the purposes of the Company. 11. To acquire and undertake the whole or any part of the business, property, and liabilities of any person or company carrying on any business which the Company is authorised to carry on, or possessed of property suitable for the purposes of this Company and also to set up subsidiary Companies for the same purpose. 12. To establish laboratories, research and development centres to perform such research and development as the Company may deem advisable or feasible. 13. To train or arrange to be trained the personnel and workers, both in Pakistan and abroad, to obtain technical proficiency in various specialties connected with the Television or other business of the Company.

14. To apply for, purchase or otherwise acquire any patents, brevets d'invention, licences, concessions, and the like, conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company, or the acquisition of which may seem calculated directly or indirectly or benefit the Company, and to use, exercise, develop, or grant licences in respect of, or otherwise turn to account the property, rights or information so acquired. 15. To enter into partnership or into any arrangement for sharing profits union of interest, cooperation, joint adventure or reciprocal concession, with any person or company carrying on or engaged in, any business or transaction which this Company is authorised to carry on or engage in, or any business of transaction capable of being conducted so as directly or indirectly to benefit this Company. And to lend money to, guarantee the contracts of, or otherwise assist, any such person or company and to take or otherwise acquire shares and securities of any such company, and to sell, hold, re-issue with or without guarantee, or otherwise deal with the same.

The objects set forth in any sub-clause of this clause shall not, except when the context expressly so requires, be in any way limited, restricted by reference to or inference from the terms of any other sub-clause, or by the name of the company. None of such sub-clause or the objects therein specified or the powers thereby conferred shall be deemed subsidiary or auxiliary merely to the objects mentioned in the first sub-clause or clause, but the Company shall have full power to exercise all or any of the powers conferred by any part of this clause in any part of the world and notwithstanding that the business, undertaking property or acts proposed to be transacted, acquired, dealt with or performed do not fall within the objects of the first sub-clause of this clause.

IV. The liability of the members is limited. V. The authorised ordinary shares capital of the Company is Rs. 2000,000,000/- (Rupees two thousand million) divided into 10,000,000 'A' Class Ordinary shares of Rs. 100/- (Rupees one hundred each) and 10,000,000 'B' Class Ordinary shares of Rs. 100/- (Rupees one hundred) each with power for the Company to increase, consolidate, subdivide, reorganise or reduce the shares capital, whether original or increased and to divide the shares in the capital of the Company for the time being into several classes in accordance with the provisions of the Companies Ordinance, 1984. The several persons whose names and addresses are subscribed below are desirous of being formed into a Company in pursuance of this Memorandum of Association and respectively agree to take the number of shares in the capital of the Company set opposite to the respective names: 1.Mr. Altaf Gauhar, S.Pk., SQA., T.Pk., CSP., Secretary, Ministery of Information and Broadcasting, Rawalpindi, for and on behalf of the Government of Pakistan No. of shares : 6 2.Mr. S. Okamoto, Nippon Electric Company, Representative in Pakistan, for and on behalf of Nippon Electric Co., Ltd., Tokyo No. of shares : 3 3.Sir Timothy Bligh, K.B.E., D.S.O., D.S.C., Director, Thomson Television (International) Ltd., London, for and on behalf of Thomspon Television (International) London No. of shares : 1

Presented By:
Zainia Farooqi 9940

Alfalah Insurance started operations towards the end of 2006 and since then they have already established offices in major cities of Pakistan including Lahore , Karachi , Islamabad etc.
It is incorporated under The Companies

Ordinance,1984.
It is a public listed company limited by shares.

MEMORANDUM OF ASSOCIATION Name clause: The name of the company is ALFALAH INSUARNCE COMPANY LIMITED. Registered office clause: The registered office of the company will be situated in the province of Punjab.

Object clause:
To undertake and carry on in Pakistan and in any part

of the world the business of accident, fire, marine, aerial navigation and hull, explosion, lighting, earth, storm, tempest, flood, hail, transit, riot, public liability, personal accident, burglary, robbery, theft, fidelity, live-stock, boiler explosion, vehicle, engineer and contractor liability, consequential loss, third party risk and mortgage or other investment insurance.

Carry on all or any class of assurance business. In particular:

To grant assurances of all kinds payable upon happening of

death, marriage, birth.

To assure payment during sickness To contribute to the funds of societies which promote spread of

sanitary science, practical application to public or private use, and to pay for the work done to the company or companys client.
To insure houses, merchandise, motor vehicle and all other

property against loss or damages by fire, storm, accident or consequential loss.

 To rebuild, repair, replace or reinstate houses, buildings,

machinery and every other description of property which may be insured by the company. navigation risks.

To insure against every description of marine risks and aerial

To insure all kinds of machinery and steam boilers against injury,

damage or loss caused by explosion.

To insure and guarantee the due payment and performance bills

of exchange, promissory notes, debts, contracts and obligations of all kinds.

To grant insurance to protect employers/principals against

liability on account of injury, loss or damage caused by workmen or employees.

 To grant insurances against loss of property, burglary or

theft by house breaking or resulting from fire or lighting.

To provide necessary training facilities in Pakistan and

abroad for Pakistan nationals in all branches of insurance by offering scholarships, stipends or any financial assistance for their employment in Company or any other company.
To grant insurance to protect professional firms against

liability claims or any claims from persons availing services from them.
To insure any person against kidnapping for ransom.

Other objectives are:

To contract with leaseholders, borrowers and others for

accumulation and payment of sinking, redemption, depreciation, renewal, endowment or any other special funds in consideration of lump sum or annual premium or on such terms and conditions as may be agreed upon.
To pay, satisfy or compromise any claim made against the

Company that the may not be valid in law.

To advance, deposit, lend money/securities/property to

Government or receive loans/grants/deposits from Government.

 To invest money of the Company not for the time being as

may be thought proper and to hold or sell or otherwise deal with such investments.
To draw, make, accept, discount, execute and issue bills of

exchange, Govt. and other promissory notes, bills of lading, debentures and other negotiable instruments or securities.
To take part in the management, supervision and control

of business, appoint and remunerate any Directors, Accountants or other experts/agents.

To procure the registration of the Company under the laws

of any place outside Pakistan.

 To enter into partnership, any arrangement of sharing

profits, union of interests, joint adventure, reciprocal concession, any business or transaction with which the Company is authorized to carry on or engage in so as directly or indirectly to benefit this Company.
To open current or fixed account with any schedule bank in

the name of the Company and to pay money into draw money from any such account.
To adopt such means of making known the business as by

advertising in the press, by circulars, by purchase and exhibition of works of art or interest, publication of books and by granting prizes, rewards and donations.

 To subscribe or guarantee money for any national, charitable,

benevolent, general or useful object or for any exhibition.

To support the establishment of associations, institutions, funds

ant trusts to benefit the Directors who served the Company or any of its subsidiary or associate company to grant pensions and allowances and to make payments towards insurances.
To distribute all or any of the property of company amongst the

members.
To carry on any other business that may seem to the Company

capable of being conveniently carried on in connection with the above objects that directly or indirectly enhance value of Companys property.

 Liability clause:

The liability of members is limited.

Capital clause:

Authorized share capital of the Company is Rs. 300,000,000 divided into 30,000,000 shares of Rs. 10 each.

THE END

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