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- The regulations contained in Table ‘A’ in the First Schedule to the Ordinance shall not apply to the Company and the following shall be the Articles of the Company.
1 2. The marginal notes hereto shall not affect the construction hereof and in these presents, unless there be something in the subject or context inconsistent therewith:
“Board” means the Board of Directors of the Company for the time being.
“Central Depository” means a central depository as defined in clause (ca) of Section 2 of the Securities and Exchange Ordinance, 1969 (XVII of 1969) and registered with the Authority under Section 32A of that Ordinance.
“Chief Executive” means the Chief Executive for the time being of the Company.
1 We have added certain terms which have been used a number of times throughout the Articles and therefore are desirable to define. Also the defined terms have been rearranged in alphabetical order.
The Companies Ordinance 1984
Company Limited by Shares
ARTICLES OF ASSOCIATION
OF
PHILIP MORRIS (PAKISTAN) LIMITED
(Adopted by Special Resolution passed at the Extraordinary General
Meeting of the Company held on September 25, 2014)
PRELIMINARY
Articles of Association of the Company
Interpretation
“Commission” means the Securities and Exchange Commission of Pakistan established under the Securities and Exchange Commission of Pakistan Act 1997.
“Company” means “PHILIP MORRIS (PAKISTAN) LIMITED”.
“Directors” means the Directors of the Company for the time being or the Directors present at a duly convened meeting of Directors at which a quorum is present.
“Dividend” includes bonus.
“Member” means a person whose name is for the time being entered in the Register of Members by virtue of his being a subscriber to the Memorandum of Association of the Company or of his holding by allotment or otherwise any share, scrip or other security which gives him a voting right in the Company.
“Month” means calendar month according to the English Calender.
“Office” means the registered office of the Company for the time being.
“Ordinance” means the Companies Ordinance 1984, applicable to Pakistan or any modification or re-enactment thereof for the time being in force.
“Persons” includes corporations, associations and firms as well as individuals.
“Register” means the register of Members to be kept pursuant to Section 147.
“Section” means section of the Ordinance.
“Special Resolution” has the meaning assigned thereto by clause (36) of Section 2(1).
“the Seal” means the Common Seal of the Company.
“the Secretary” means the Secretary for the time being of the Company.
- 6 (1) Subject to any special rights or privileges for the time being attached to any issued shares, the shares in the capital of the Company for the time being remaining unissued, including any new shares resulting from an increase in the authorised share capital, shall be at the disposal of the Directors who may allot or otherwise dispose of the same to such persons (subject to the provisions of Article 34), on such terms and conditions, with such rights and privileges annexed thereto as the resolution creating the same shall direct, and if no such direction be given, as the Directors shall determine either at par or at premium or subject to Article 11 at a discount, with power to the Directors to give any person the right to call for and be allotted shares of any class of the Company at par or at a premium or, subject as aforesaid at a discount such option being exercisable at such times and in such manner and for such consideration, as the Directors think fit.
7 (2) Subject to Section 90 and any rules in that regard made under the Ordinance, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in the Company may be issued with such rights and restrictions as may from time to time be determined by the Company in General Meeting.
8 (3) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of Section 108 and whether or not the Company is being wound up, be varied extended or abrogated with the consent in writing of the holders of three-fourths of the issued shares of that class passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, except that the necessary quorum shall be holders of that class in holding or representing by proxy, twenty-five percent of the issued shares of the class (but so that if at any adjourned meeting of such holders a quorum is not present, the holders present shall form a quorum), and any holder of shares of the class present in person or by proxy may demand a poll.
9 6. Subject to Section 95(4)(a) and any rules in that regard made under the Ordinance, the Company may issue shares
ordinary resolution, special resolution being required only where there is reduction of share capital. However, if share capital is specified in the Articles of Association, then any change in the authorised share capital will result in the amendment of this Article, which can only be effected by the passing of a Special Resolution by the shareholders of the Company. As such, the capital clause may be retained only in the Memorandum of Association. Any amendments to the capital clause in the event of an increase in authorised share capital is effected by way of ordinary resolution and will be reflected in the Memorandum of Association.
6 Further elaborates old Article 4.
7 Reflects the authority of the Company to issue shares of different classes as provided in Section 90 of the Companies Ordinance.
8 Reflects the authority of the Company to issue shares of different classes as provided in Section 90 of the Companies Ordinance.
9 Desirable to add this Article since Section 95(4)(a) of the Companies Ordinance now clearly states that a company may utilise its funds to redeem any shares or any other redeemable securities.
Issue of Shares
Power to issue shares of different classes
Power to modify rights
Redeemable shares and securities
which are to be redeemed or any other redeemable security, on such terms and in such manner as may be provided in the said section and rules.
10 7. 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 or debentures of the Company or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares or debentures of the Company. In case any commission shall be paid the Company shall comply with the provisions of Section 82. The Company may also pay such brokerage as may be lawful on any issue of shares or debentures.
11 8. Subject to Section 95A and any rules in that regard made under the Ordinance, the Company if it is a listed company may purchase its own shares on such terms and in such manner as may be provided in the said section and rules. Except as aforesaid no part of the funds of the Company shall be employed in the purchase of its own shares.
12 9. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these Articles or by law otherwise provided) by other rights in respect of any share except an absolute right to the entirety there-of in the registered holder.
13 10. No shares shall be offered for subscription except upon the condition that the amount payable on application shall be the full amount of the nominal value of the shares, except where shares are issued at a discount.
14 11. With the previous authority of the Company in General Meeting and the sanction of the Commission and upon otherwise complying with the provisions of Section 84 it shall be
10 In order to pay a commission Section 82 of the Companies Ordinance 1984 requires the articles of association to authorize such payment.
11 A Listed company may, subject to rules specified by the SECP, purchase its own shares - Section 95A.
12 While a director must hold one share in his own name in the Company in order to be eligible to act as Directors of the Company, such a share may be transferred by the parent company to the name of the director, which would be in effect held in trust for the parent company. This fact is however not noted or mentioned in the Articles of Association, as shares held in trust are not recognised under the Companies Ordinance. Separate documents are put in place between the director and the parent company and the Company to manage such shares.
13 Desirable to add in light of the following Article.
14 Desirable to be included in the Articles since Section 84 of the Companies Ordinance allows for the issue of shares at a discount.
Underwriting Commission and Brokerage
Company may purchase shares if listed
Trust not recognised
Offer of new shares
Issue of shares at discount
CERTIFICATE OF SHARES
20 18. Every person whose name is entered as a Member in the Register shall, be entitled to receive, a certificate under the Seal of the Company for all his shares or several certificates each for one or more of his shares upon payment of such charge, if any, as the Directors may determine for every certificate after the first; provided that, in respect of shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for shares to one of several joint holders shall be sufficient delivery to all.
21 19. The certificate of title to shares and duplicate thereof, when necessary, shall be issued under the Seal of the Company. The Directors may by resolution determine, either generally or in any particular case, that the signatures of any Director and the Secretary may be printed by mechanical or electronic process to be specified in such resolution.
22 20. Unless the conditions of issue of any shares, debentures or debenture stock of the Company otherwise provide, the Company shall within ninety days after the allotment and within forty-five days (or where the transferee is a Central Depository within five days) after receipt by the Company of the application for transfer of any such shares, debentures or debenture stock complete and have ready for delivery the certificate of all shares, the debentures and the certificate of all debenture stock allotted or transferred, and unless sent by post or delivered to the person entitled thereto within the period aforesaid the Company shall immediately thereafter give notice to that person in the manner prescribed in these Articles for the giving of notices to Members that the certificate is ready for delivery.
23 21. If a certificate of shares, debentures or debenture stock is proved to the satisfaction of the Company to have been lost or destroyed or, being defaced or mutilated or torn, is surrendered to the Company, and the Company is requested to issue a new certificate in replacement thereof, the Company shall, after making such enquiry as it may deem fit, advise the applicant within thirty days from the date of application the terms and conditions (as to indemnity and otherwise and as to payment of the actual expenses incurred on such enquiry and of a fee not exceeding ten rupees) on which the Company is prepared to issue a new certificate and a time for compliance therewith or of the reasons why the Company is unable to issue a new certificate, as the case may be, and in the former case if the applicant shall within the time allowed comply with the terms and conditions specified the Company shall issue a new certificate to the applicant within forty-five days from the date of
20 The requirements set forth in Section 74 of the Companies Ordinance have been reflected in this Article.
21 How Seal is to be affixed to any instrument is already covered under the head Seal.
22 The requirements set forth in Section 74 of the Companies Ordinance have been reflected in this Article.
23 Desirable to make this insertion as it elaborates the provisions of Section 75 of the Companies Ordinance.
Members’ right to certificate and certificates in the case of jointholders
Issue of Certificates
Time for issue of Certificates
Issue of new certificate in place of one defaced, lost or destroyed
application.
TRANSFER OF SHARES
Any Member may transfer all or any of his shares by instrument of transfer in writing in any usual or common form or any other form which the Directors may approve.
The instrument of transfer of any share in the Company shall be duly stamped and executed both by the transferor and transferee, and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the Register in respect thereof.
24 24. All instruments of transfers, which shall be registered, shall be retained by the Company for a period as determined by the Directors from time to time and thereafter they may be destroyed, but any instrument of transfer which the Directors may decline to register shall be returned to the person depositing the same.
25
26 25. The Directors shall not refuse to register any transfer of fully paid shares unless the instrument of transfer is defective or invalid or is not accompanied by the certificate of the shares to which it relates. The Directors may also decline to recognise any instrument of transfer unless the duly executed instrument of transfer is accompanied by the certificate of the shares to which it relates, by such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer.
If the Directors refuse to register a transfer of shares, they shall, within thirty days (or where the transferee is a Central Depository within five days) after the date on which the instrument of transfer was lodged with the Company, send to the transferee and the transferor notice of the refusal indicating the the reason for such refusal; provided that if the Directors refuse to register a transfer of shares on account of a defect or invalidity of the instrument of transfer, the transferee; shall, after removal of such defect or invalidity be entitled to re-lodge the instrument of transfer with the Company.
- Nothing in these Articles shall preclude the Directors from recognising a renunciation of the allotment of any
share by the allottee in favour of some other person.
24 Desirable to make the insertion to clarify the matter.
25 Covered in the section on SHARES above (Article 15)
26 Desirable to make the changes for purpose of clarity and as per the requirements of Section 74 of the Companies Ordinance.
A member may transfer his shares
Instrument of transfer
Instrument of transfer to be retained by the Company
Refusal to register transfer
Renunciation of allotment of shares.
Closure of transfer books
nominated by him registered as the transferee thereof, but the Directors shall in either case have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Member before his death or bankruptcy as the case may be.
If the person so becoming 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 executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of a Member had not occurred and the notice or transfer were a transfer signed by that Member.
Subject to the provisions hereinabove contained a person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.
INCREASE OF CAPITAL
30 33. The Company may, from time to time, by ordinary resolution and subject to compliance with the requirements of Section 92, increase the authorized share capital by such sum, to be divided into shares or such amount, as the resolution shall prescribe.
31 34. The Directors may from time to time increase the issued share capital by such sum as they think fit. Subject to the provisions of the Ordinance, all un-issued and any new shares shall, before issue, be offered to the Members in proportion, as nearly as the circumstances admit, to the amount of the existing shares held by each Member; provided that fractional shares shall not be offered and all fractions less than a share shall be consolidated and disposed of by the Company and the proceeds from such disposition shall be paid to such of the entitled Members as may have accepted such offer. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted will be deemed to be declined, and after the expiration of that time, or on the receipt of an earlier intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may from time to time, subject to the provisions of sub-section (7) of Section 86, dispose of the same to such persons, companies or corporations, whether Members or not, in such manner as they, in their absolute discretion, think fit. The Directors may likewise so dispose of any new shares which (by
30 Reflects the proviso of Section 92 of the Companies Ordinance.
31 Desirable to make the amendments as they reflect Section 86 of the Companies Ordinance clearly, which gives Directors the power to issue further capital.
Transfer to a nominee
Dividend and other advantages before registration of transmission
The Company may increase share capital
Offer of shares
reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the Directors, be conveniently offered under this Article. Subject as aforesaid, the shares in the capital for the time being shall be at the disposal 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 they may think fit. In respect of each such offer of shares the Directors shall comply with the provisions of Section 86 and in particular with the provisions of sub-sections (3), (4) and (5) thereof.
- Subject to any direction to the Company that may be given by the meeting of the Board which sanctioned the increase of the capital, all new shares shall be subject to the same provisions with reference to transfer and transmission, and otherwise as the shares in the original share capital.
ALTERATION OF CAPITAL
- The Company may by ordinary resolution:
(1) Consolidate and divide its share capital into shares of larger amount than its existing share;
(2) 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 the provisions of Section 92;
(3) Cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.
- The Company may by special resolution reduce its share capital, or any share premium account in any manner and with, and subject to, any incident authorised, and consent required by law.
32 38. The share premium account maintained pursuant to Section 83(1) may, be applied by the Company:
(a) in writing off the preliminary expenses of the Company;
(b) in writing off the expenses of, or the commission paid or discount allowed on,
32 Desirable to include this Article as it reflects the provisions of Section 83 of the Companies Ordinance in regard to share premium account, if any, of the Company.
Condition for issue of new shares
Consolidation, sub- division and cancellation of shares
Reduction of share capital
Share Premium Account
Member shall not invalidate the proceedings at any General Meeting.
(2) In the case of an emergency affecting the business of the Company an Extraordinary General Meeting may be convened by such shorter notice than that specified in Article 41(1) as the Registrar of Companies may authorise.
(3) Where any special business, that is to say business other than consideration of the accounts, balance-sheet and the reports of the Directors and Auditors, the declaration of dividend, the appointment and fixation of the remuneration of Auditors and the election of Directors (all such matters being herein referred to as ordinary business) is to be transacted at a General Meeting, there shall be annexed to the notice of such meeting a statement setting out all such facts as may be material for the consideration of such business including the nature and extent of the interest (whether direct or indirect) of any Director, and where the item of business involves approval of any document, the time and place appointed for inspection thereof, and to the extent applicable such a statement shall be annexed to the notice also in the case of ordinary business to be transacted at the meeting.
(4) Where a resolution is intended to be proposed for consideration at a General Meeting in some special or particular form, a copy thereof shall be annexed to the notice convening such meeting.
(5) 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.
(6) 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 names of the retiring Directors.
(7) The notice of every General Meeting shall prominently specify that a proxy may be appointed who shall have the right to attend, demand and join in demanding a poll and vote on a poll and speak at the meeting in the place of the Member appointing him and shall be accompanied by a form of proxy acceptable to the Company.
PROCEEDINGS AT GENERAL MEETINGS
35
36 42. 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. Save as in these Articles otherwise provided, ten Members present in person who represent
35 This has been transposed to the Article appearing immediately above.
36 Desirable to reword as it gives clarity to the Article.
Quorum of
General Meeting
not less than 25% of the total voting power either on their own account or as proxies shall be a quorum. A person appointed under Article 61 to represent another company or corporation which is a Member of the Company, at the General Meeting, shall be deemed to be a “Member personally present” for the purpose of meeting the quorum requirement under this Article.
If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of or by Members, shall be dissolved, in any other case it shaII stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present, being not less than two, shall be a quorum.
The Chairman of the Board of Directors shall preside as Chairman at every General Meeting. If there is no such Chairman or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as Chairman, the Directors present shall choose someone of their number to be Chairman. If no Director is willing to act as Chairman or no Director is present within fifteen minutes after the time appointed for holding the meeting, the Members present shall choose one of their number to be Chairman of the meeting.
37 45. No business shall be discussed at any General Meeting except the election of a chairman so long as the chair is vacant.
- The Chairman of the meeting may, (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
38 47. 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 or on the declaration of the result of the show of hands) demanded by:
(a) the Chairman of the meeting; or
(b) at least five Members present in person or by proxy; or
(c) any Member or Members present in person or by proxy holding not less than one-tenth
37 Desirable to be inserted in the new Articles.
38 Desirable to be included as it reflects Sections 165 to 167 of the Companies Ordinance.
If quorum not present meeting dissolved or
adjourned
Chairman
While chair remains vacant
Chairman may
adjourn Meeting
Questions how
decided
the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
VOTES OF MEMBERS
42 52. Subject to any special conditions or restrictions as to voting upon which any shares may be issued or may for the time being be held, on a show of hands every Member present in person shall have one vote, and on a poll every Member present in person or by proxy shall have one vote for every share held by him in respect of which he is entitled to vote, provided that for election and removal of Directors the provisions of Section 178 and Articles 99 and 105 respectively shall apply.
43 53. On a poll a Member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
44 54. On a poll votes may be given either personally (including without limitation a representative of a company or corporation authorized under Article 61) or by proxy.
45 55. Where there are joint registered holders of any share any one of such persons 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 or at any poll personally or by proxy, that one of the said persons so present whose name stands first in 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 sole name any share stands for the purpose of this Article be deemed joint holders thereof and their seniority shall be determined by the order in which their names are entered in the Company’s records.
A Member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may on a poll vote by proxy, provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the Office not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which such person claims to vote.
No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed
42 Desirable to amend as it provides further clarity.
43 Provides further clarity in the voting procedure.
44 Provides clarity in terms of voting by proxies.
45 Desirable to be amended as it provides clarity in case a conflict may arise in case of a deceased Member.
Entitlement of
votes
Voting shares in different ways
Votes by Proxies
Votes in case of
joint holders
Vote of a Member
of unsound mind
Objection against a
vote
at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the Meeting, whose decision shall be final and conclusive.
46 58. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a body corporate, either under seal, or under the hand of an officer or attorney duly authorised.
47 59. A proxy must be a Member of the Company provided that a company or corporation which is a Member, may appoint as its proxy one of its officers or some other person though not a Member. Members not present in Pakistan may appoint and revoke proxies by telex message or facsimile transmission or electronic mail.
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 or at such other place within Karachi as is specified for that purpose in the notice of meeting not less than forty-eight hours before the time of holding the meeting or adjourned meeting, at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than forty-eight hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.
A Company which is a Member may, by resolution of the Directors, authorise any person to act as its representative at any and every meeting of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the Company which he represents as if he were an individual shareholder.
48
- The appointment of a proxy shall be in the form following or to the like effect :-
"I, __________________________ of _________________ a Member of PHILIP MORRIS (PAKISTAN) LIMITED hereby appoint __________________________ of _________________________ ____________________ or failing him _______________________ of __________________________ or failing him either of them may in writing appoint any other person to act as my proxy at the (annual or extraordinary, as the case may be) General Meeting of the Company to be held on the _____________ day of
46 For listed companies Proxy must be witnessed in accordance with the guidelines as laid down in Circular 1, dated 26 January 2000 issued by the Securities and Exchange Commission of Pakistan for CDC holders.
47 Desirable to amend as it further clarifies the appointment of proxies for
General Meetings.
48 There are no general and special proxies any more. A proxy has to be appointed for a specific meeting and usually the companies have a standard proxy form attached to the notice of the meeting or their accounts.
Instrument
appointing a proxy
Who can be appointed as a
proxy
Instrument of proxy to be
deposited
Representation of a
Company
Form of Proxy
shall hold office for the remainder of the term of the Director in whose place he is appointed. The Company shall prior to every such appointment secure in the form prescribed for this purpose, the consent and certificate of the person concerned consenting to act as a Director and certifying that he is not ineligible to become a Director and shall within fourteen days of his appointment file such consent with the Registrar of Companies as required by Section 184.
54 69. (1) The ordinary remuneration of a Director for attending meetings of the Directors or a Committee of such Board attended by him, other than the regularly paid Chief Executive and full time working Directors, shall from time to time be determined by the Directors.
(2) A Director may also be paid all travelling, hotel and other expenses properly incurred by him in attending and returning from meetings of the Board or of any Committee of such Board or General Meetings of the Company or in connection with the business of the Company which shall be charged as part of the Company's ordinary working expenses.
(3) Subject to such consents or approvals being granted and within such limits as may be prescribed by the Ordinance or any other law for the time being in force, the Board may from time to time authorise the payment of remuneration (in addition to the ordinary remuneration referred to in paragraph (1) of this Article and whether payable as salary, commission, bonus, allowances, consultancy fees or otherwise) or the grant of benefits other than remuneration to any Director, either in respect of or in connection with any office of profit held by him under the Company whether as salaried executive, consultant or otherwise or for the performance by him of extra service otherwise than in connection with such office of profit and outside the scope of the ordinary duties of a Director.
55 70. A Director who is about to leave or is absent for a period of three months or more from Pakistan may with the approval
53 Amendments reflect the requirements of Section 184 of the Companies Ordinance regarding consent to act as Director.
54 Directors fees for attending Board and other meetings may now be determined by the Directors (previously restricted to Rs. 5,000 per meeting) - Section 191(2) of the Companies Ordinance permits Directors to determine this fee if so allowed by the articles of the company.
Directors’
remuneration
Alternate Directors
of the Directors appoint any person who is eligible under Section 187 to be an alternate Director during his absence and such appointment shall have effect and such appointee, whilst he holds office as an alternate Director, shall be entitled to exercise in place of his appointer all the functions of his appointer as a Director of the Company and shall be entitled to receive notice of the meetings of the Directors and to attend and vote thereat accordingly; but shall ipso facto vacate office when his appointer returns to Pakistan or vacates office as a Director, or removes the appointee from office. Any appointment or removal under this Article shall be effected by notice in writing to the Company under the hand of the Director making the same. Such Alternate Director may be one of the Directors of the Company. In such case he shall be entitled to act in both capacities.
POWERS TO BORROW/RAISE FINANCE
56 71. (1) The Directors may exercise all the powers of the Company to raise money otherwise than by the issue of shares and to borrow money, and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, and to issue debentures, debenture stock, and other securities, whether out-right or as security for any debt, liability or obligation of the Company or of any third party.
(2) The Directors may, from time to time, at their discretion and on such terms and conditions as they think fit, obtain finance for the purposes of the Company on the basis of mark-up, musharika, mudaraba, or any other approved mode of non-interest based financing from banks, financial institutions or from any other institution setup by the Government of Pakistan or by any provincial Government and may secure such finance by the issue of participation term certificates, musharika certificates, mudaraba certificates, term finance certificates or any other security or obligation not based on interest, other than the ordinary shares of the Company, representing an instrument or a certificate of a specified denomination, called the face value or nominal value, evidencing investment of the holder in the capital of the Company on terms and conditions of the agreement for the issue of such instrument or certificate or such other certificate or instrument as the Federal Government may permit.
55 Amendments provide more clarity. 56 Desirable to make amendments as it further elaborates on the power of the Directors to borrow or raise money for the Company. The deleted part was removed because it put a limit to the borrowing power of the Directors.
Directors’ authority to borrow/raise finance for the Company
Articles of association
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