Claw Presentation

49
Presented By: Sidra Hye 9999 Priyanka Motlani 9836 Afsheen Abbas 10084 Zainia Farooqi 9940

Transcript of Claw Presentation

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Presented By:

Sidra Hye 9999

Priyanka Motlani 9836

Afsheen Abbas 10084Zainia Farooqi 9940

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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 itsshareholders.

It defines the objects and determines the scope of the activities of thecompany. It sets out the limits outside which the company cannot go.

If the company works on a line, which is not given in thememorandum, then it will be considered as illegal.

The memorandum should be printed and divided into differentparagraphs.

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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 privatelimited company.

The memorandum must be prepared very carefully, printed anddivided into different paragraphs, each paragraph must be

numbered.

It should stamp according to the provisions of the companiesordinance and signed by the subscriber in the presence of 

 witness.

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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 investmentknows 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.

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Clauses of the Memorandum

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 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 toensure that all persons dealing with the company should know that theliability of its members is limited.

The name of the company must be painted outside every place wherebusiness of the company is carried on.

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 anordinary resolution.

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Registered Office Clause

Every company should have a registered office, the address of whichshould be communicated to the Registrar of Companies.

The place of registered office can be intimated to the Registrar within30 days of incorporation or commencement of business.

 A company can shift its registered office from one play to another inthe 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 tobe passed. If the office is to be shifted from one

state to another state it involves alteration

in the memorandum.

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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 isdifficult 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 tothe memorandum. They are free to add anything to it

provided it is not contrary to the provisions of theCompanies Act and other laws of the land.

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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 shouldalso 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 exactnature of capital structure of the company.

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 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 canchange it with an ordinary resolution with the approval of the CentralGovernment.

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.

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Registered Office (Section 17):

The change in registered office place from onestate to another requires a change inmemorandum.

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

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Object Clause (Section 17):

This clause is a limitation on the company beyond which itcannot carry its activities.

The object clause can be changed by passing a special resolutionand 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 madeto the Company Law Board for issuing a confirmation. Whenthis change is allowed by the Board, then printed copy of theMemorandum as altered must be filled with the Registrar within

three months of the order.

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Liability clause:

If articles so permit, the liability of the Directors ManagingDirectors or Manager can be made unlimited by passing aspecial resolution. The officer concerned should also accordhis 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.

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The change in situation and objects clause is allowed only under certainsituations. It will be allowed when it necessary for any of the followingreasons:

The change is necessary to allow the company to carry on its business moreeconomically 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 withconvenience and advantage.

To restrict or abandon any of the objects specified in the memorandum.

To sell whole of part of the company’s property. 

To amalgamate with any other company or body of persons.

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GLAXO SMITH KLINE

Limited Company 

Presented by:

Priyanka Motlani 9836

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1. The Company’s name is “GlaxoSmithKline plc”.

The Company is to be a public company.

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

England.

CLAUSES

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3. Object clause

1) To acquire and hold the whole or any part of theshare capital of Glaxo Wellcome plc. and of theshare capital of SmithKline Beecham plc.

 whether directly or through any subsidiary andgenerally to carry on business as an investment

holding company and for that purpose to acquiredebenture stock, bonds, notes, options,obligations and securities issued or guaranteedby any company or by government.

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2) Carry on business as a general commercialcompany and to carry on any trade or business or

activity of any nature whatsoever which may seemto 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 company’s assets.

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3) To subscribe, underwrite, purchase, or otherwiseacquire, 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 anddeal with bills of exchange, promissory notes, andother negotiable or transferable instruments orsecurities.

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5) To amalgamate or enter into partnership or any joint venture or profit/loss-sharing arrangement or otherassociation with any company, firm, person or body.

6) To purchase or otherwise acquire and undertake all orany 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 onor possessed of any property suitable for the purposesof the Company.

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7) To promote, or join in the promotion of, any company, whether or not having objects similar to those of theCompany.

8) To borrow and raise money and to secure or discharge any debt or obligation of or binding on the Company in suchmanner as may be thought fit and in particular by mortgage and charges upon all or any part of theundertaking, property and assets (present and future) and

the uncalled capital of the Company, or by the creation andissue of debentures, debenture stock or other securities of any description.

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9) Advance, lend or deposit money or give credit to or with

any company, firm or person on such terms as may bethought 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 beundertaken by the Company. Or to guarantee or giveindemnities or provide security, whether by personal

covenant or by mortgage , property and assets (present andfuture) and the uncalled capital of the Company, or by allor any such methods, for the performance of any contractsor obligations or for payment of dividends and interest onshares or other securities.

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11) Procure the registration, recognition or incorporationof 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 objector for any purpose which may be considered likely 

directly or indirectly to further the interests of theCompany or of its members.

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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 thecompany or to their dependants. to establish andsubsidize or subscribe to any institutions, associations,clubs or funds which may be considered likely tobenefit any such persons or to further the interests of 

the Company or of any associated company; and tomake payments for or towards the insurance of any such persons.

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(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 orany associated company by or for the benefit of its

employees or former employees, or those of any associatedcompany, or by or for the benefit of such other persons asmay for the time being be permitted by law, or any schemefor sharing profits with its employees or those of its

associated companies, and (so far as for the time beingpermitted by law) to lend money to employees of theCompany or of any associated company with a view toenabling them to acquire shares in the Company or any associated company.

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14) distribute among members of the Company inspecie or otherwise, by way of dividend or bonus orby way of reduction of capital, all or any of the

property or assets of the Company, or any proceedsof sale or other disposal of any property or assets of the Company, with and subject to any incidentauthorized and consent required by law.

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To do all such other things as may be considered to be incidental orconducive to any of the above objects.

 And it is hereby declared that (a) the objects set forth in each sub-clauseof this clause shall not be restrictively construed but the widest

interpretation shall be given thereto, and (b) the word “company” in thisclause, except where used in reference to the Company, shall be deemedto include any partnership or other body of persons, whether corporate orunincorporated and whether domiciled in the United Kingdom orelsewhere, and (c) except where the context expressly so requires, noneof 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 theobjects specified in such paragraph, or the powers thereby conferred butmay be carried out in as full and ample manner and shall be construed inas wide a sense as if each of the said paragraphs defined in the objects of 

a separate, distinct and independent company.

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CLAUSES4. The liability of the members is limited.

5. The Company’s share capital is £100 divided into 100Shares of £1 each and the company shall have thepower to divide the original or any increased capitalinto several classes, and to attach thereto any preferential, deferred, qualified or other special rights,privileges, restrictions or conditions.

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PAKISTAN TELEVISIONCORPORATION LIMITED

Presented by:

 Afsheen Abbas 10084

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Pakistan Television Corporation Limited

Pakistan Television Corporation came into being through thememorandum of association being signed in 1964 between theGovernment of Pakistan, Nippon Electric Co. Ltd. Tokyo, andThompson Television (International), Ltd, London.

On February 10, 1966, the company was incorporated as"Television Promoters Company Limited" and subsequently converted into a public company, "Pakistan Television

Corporation (Public) Limited," on June 27, 1967.

It was registered under the Companies Ordinance, 1964.

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 I. The name of the Company "Pakistan Television Corporation(Public) Limited".

II. The registered Office of the Company will be situated inIslamabad, 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 TelevisionStations at places approved by the Government of Pakistan or

by using facilities of any organisation or institution undersuch arrangements or terms which may seem desirable to theCompany and providing television broadcasting services by telecasting live programmes of all kinds, news pictorials anddocumentaries, local and foreign films of all kinds and naturefor the purposes of disseminating information, education andentertainment.

Memorandum of Association of PakistanTelevision Corporation Limited 

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2. To ensure that programmes telecast by the Company from its eachtelevision Station maintain a high general standard in all respects andin particular in respect of their content, quality, balance and wide-range 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 andnews 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 sellingprogrammes and advertising time of television stations either directly or through advertising agencies or by setting up advertising agencies orby other means.

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6. To carry on all or any of the business of shooting-scripts, developing,processing, printing, editing, telecasting and selling films of all kinds andnature; setting up studios, laboratories, shops, showrooms, etc., in connection with making of films; importing and exporting of raw developed films; andproducing 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 thingsrequired for or incidental to telecasting service or any other business of theCompany.

8. To adopt such means of increasing television receiver sets in the country, asmay 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 theCompany in any way whatever.

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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, orpossessed 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 toperform 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.

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 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 beingused for any of the purposes of the Company, or the acquisition of which may seemcalculated directly or indirectly or benefit the Company, and to use, exercise, develop, orgrant licences in respect of, or otherwise turn to account the property, rights or informationso acquired.

15. To enter into partnership or into any arrangement for sharing profits union of interest, co-operation, joint adventure or reciprocal concession, with any person or company carryingon or engaged in, any business or transaction which this Company is authorised to carry onor engage in, or any business of transaction capable of being conducted so as directly orindirectly to benefit this Company. And to lend money to, guarantee the contracts of, orotherwise assist, any such person or company and to take or otherwise acquire shares andsecurities of any such company, and to sell, hold, re-issue with or without guarantee, orotherwise deal with the same.

The objects set forth in any sub-clause of this clause shall not, except when the contextexpressly so requires, be in any way limited, restricted by reference to or inference from theterms of any other sub-clause, or by the name of the company. None of such sub-clause orthe objects therein specified or the powers thereby conferred shall be deemed subsidiary orauxiliary 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 clausein 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 theobjects of the first sub-clause of this clause.

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IV. The liability of the members is limited.

 V. The authorised ordinary shares capital of the Company is Rs. 2000,000,000/- (Rupees twothousand million) divided into 10,000,000 'A' Class Ordinary shares of Rs. 100/- (Rupeesone hundred each) and 10,000,000 'B' Class Ordinary shares of Rs. 100/- (Rupees onehundred) each with power for the Company to increase, consolidate, subdivide,reorganise or reduce the shares capital, whether original or increased and to divide theshares 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 beingformed into a Company in pursuance of this Memorandum of Association andrespectively agree to take the number of shares in the capital of the Company set oppositeto the respective names:

1.Mr. Altaf Gauhar, S.Pk., SQA., T.Pk., CSP., Secretary, Ministery of Information andBroadcasting, 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) LondonNo. of shares : 1

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Presented By:

Zainia Farooqi 9940

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   Alfalah Insurance started operations towards the end of 2006 and since then they have already establishedoffices in major cities of Pakistan including Lahore ,Karachi , Islamabad etc.

It is incorporated under The CompaniesOrdinance,1984.

It is a public listed company limited by shares.

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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 inthe province of Punjab.

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Object clause:

To undertake and carry on in Pakistan and in any partof the world the business of accident, fire, marine,

aerial navigation and hull, explosion, lighting, earth,storm, tempest, flood, hail, transit, riot, publicliability, 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.

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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 company’s client. 

To insure houses, merchandise, motor vehicle and all otherproperty against loss or damages by fire, storm, accident orconsequential loss.

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

machinery and every other description of property which may beinsured by the company.

To insure against every description of marine risks and aerialnavigation risks.

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 obligationsof all kinds.

To grant insurance to protect employers/principals againstliability on account of injury, loss or damage caused by workmenor employees.

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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 andabroad for Pakistan nationals in all branches of insurance

by offering scholarships, stipends or any financialassistance for their employment in Company or any othercompany.

To grant insurance to protect professional firms againstliability claims or any claims from persons availing servicesfrom them.

To insure any person against kidnapping for ransom.

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Other objectives are:

To contract with leaseholders, borrowers and others foraccumulation and payment of sinking, redemption,depreciation, renewal, endowment or any other special

funds in consideration of lump sum or annual premium oron such terms and conditions as may be agreed upon.

To pay, satisfy or compromise any claim made against theCompany that the may not be valid in law.

To advance, deposit, lend money/securities/property toGovernment or receive loans/grants/deposits fromGovernment.

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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 controlof business, appoint and remunerate any Directors,

 Accountants or other experts/agents.

To procure the registration of the Company under the lawsof any place outside Pakistan.

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To enter into partnership, any arrangement of sharingprofits, union of interests, joint adventure, reciprocalconcession, any business or transaction with which theCompany is authorized to carry on or engage in so asdirectly or indirectly to benefit this Company.

To open current or fixed account with any schedule bank inthe name of the Company and to pay money into drawmoney from any such account.

To adopt such means of making known the business as by advertising in the press, by circulars, by purchase andexhibition of works of art or interest, publication of booksand by granting prizes, rewards and donations.

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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, fundsant trusts to benefit the Directors who served the Company orany 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 themembers.

To carry on any other business that may seem to the Company capable of being conveniently carried on in connection with theabove objects that directly or indirectly enhance value of Company’s property.

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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. 10each.

THE END

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THANK YOU