CORPORATE LAW &

SECTERIAL PRACTISES
ASSIGNMENT # 09

DANIYL SUMBAL 60205

CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

QUESTION # 01

What are the Rights of Shareholders?

There are “Six” major rights of Shareholders:

 Voting Power on Major Issues. .

 Ownership in a Portion of the Company. .
 The Right to Transfer Ownership. .
 An Entitlement to Dividends. .
 Opportunity to Inspect Corporate Books and Records.
 The Right to Sue for Wrongful Acts.
QUESTION # 02

Registration of Mortgages Charges Process?

Process of Registration of Mortgages or Charges:

A company can create a charge or mortgage on its assets against loans or some other
obligations by executing an agreement and contract.
a. The agreement is placed before the Board of Directors and its approval is sought. Resolution
is passed and common seal is affixed on the agreement as token of acceptance and the
agreement is signed by the chief executive or authorized director.
b. Copies of the mortgage / charge documents are made and got attested as per requirement of
rule 13 of the Companies Rule 1985 (General Provisions and Forms) reproduced hereinafter.
c. The mortgage / charge is required to be filled and registered within 21 days of creation of
charge falling which the company has to approach the honourable High Court for granting relief
in extending period for registration of charge. However, the registrar concerned can extend
period by further 14 days, if the company has filed the substantial information or documents.
Further extension can be granted by the Commission.
d. Substantial information or documents mean that all documents have been filed and there
are just minor deficiencies such as proper attestation, missing of certain information from form
10 or other documents.
e.The registrar concerned, after acceptance of the documents, issues a Certificate of
Registration of Mortgage / Charge etc.

Page 1 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

f. The company has to maintain register of mortgage / charge in accordance with form 15,
prescribed in the Companies Rules 1985, and enter the particulars of mortgage / charge
therein. Copy of instruments of mortgage / charge is kept at the registered office of the
company.

QUESTION # 03

What are restrictions in commencement of business by a Public Company?

Restriction on the commencement of business under Section # 146:

1.  A company shall not commence any business or exercise any borrowing powers unless:

a. Shares held subject to the payment of the whole amount thereof in cash have been allotted
to an amount not less in the whole than the minimum subscription.

b. Every director of the company has paid to the company full amount on each of the shares
taken or contracted to be taken by him and for which he is liable to pay in cash.

c. No money is or may become liable to be repaid to applicants for any shares or debentures
which have been offered for public subscription by reason of any failure to apply for or to
obtain permission for the shares or debentures to be dealt in on any stock exchange.

d. There has been filed with the registrar a duly verified declaration by the chief executive or
one of the directors and the secretary in the prescribed form that the aforesaid conditions have
been complied with and the registrar has issued a certificate referred to in sub-section (2); and

e. In the case of a company which has not issued a prospectus inviting the public to subscribe
for its shares, there has been filed with the registrar a statement in lieu of prospectus.

2. The registrar shall, on the filing of a duly verified declaration in accordance with the
provisions of sub-section (1) and after making such enquiries as he may deem fit to satisfy
himself that all the requirements of this Ordinance have been complied with in respect of the
commencement of business and matters precedent and incidental thereto, certify that the
company is entitled to commence business, and that certificate shall be conclusive evidence
that the company is so entitled:

Provided that, in the case of a company which has not issued a prospectus inviting the public to
subscribe for its shares, the registrar shall not give such a certificate unless a statement in lieu
of prospectus has been filed with him.

Page 2 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

3. Any contract made by a company before the date at which it is entitled to commence
business shall be provisional only, and shall not be binding on the company until that date, and
on that date it shall become binding.

4. Nothing in this section shall prevent the simultaneous offer for subscription or allotment of
any shares and debentures or the receipt of any money payable on application for debentures.

5. If any company commences business or exercises borrowing powers in contravention of this

section, every officer and other person who is responsible for the contravention shall, without
prejudice to any other liability, be liable to a fine not exceeding one thousand rupees for every
day during which the contravention continues.

6. Nothing in this section shall apply to a private company, or to a company limited by

guarantee and not having a share capital.

QUESTION # 04

Whether a director can call extra Ordinary General Meeting?

Calling of an Extra Ordinary General Meeting under Section # 159

1. All general meetings of a company, other than the annual general meeting referred to in
section 158 and the statutory meeting mentioned in section 157 shall be called extraordinary
general meetings.

2. The directors may at any time call an extraordinary general meeting of the company to
consider any matter which requires the approval of the company in a general meeting, and
shall, on the requisition of members representing not less than one-tenth of the voting power
on the date of deposit of the requisition, forthwith proceed to call an extraordinary general
meeting.

3. The requisition shall state the objects of the meeting, be signed by the requisitionists and
deposited at the registered office of the company, and may consist of several documents in like
form, each signed by one or more requisitionists.

4. If the directors do not proceed within twenty-one days from the date of the requisition being
so deposited to cause a meeting to be called, the requisitionists, or a majority of them in value,
may themselves call the meeting, but in either case any meeting so called shall be held within
three months from the date of the deposit of the requisition.

5. Any meeting called under sub-section (4) by the requisitionists shall be called in the same
manner, as nearly as possible, as that in which meeting are to be called by directors.

Page 3 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

6. Any reasonable expense incurred by the requisitionists by reason of the failure of the
directors duly to convene a meeting shall be repaid to the requisitionists by the company, and
any sum so repaid shall be retained by the company out of any sum due or to become due from
the company by way of fees or other remuneration for their services to such of the directors as
were in default.

7. Notice of an extraordinary general meeting shall be sent to the members at least twenty-one
days before the date of the meeting, and in the case of a listed company shall also be published
in the manner provided for in sub-section (3) of section 158:

Provided that, in the case of an emergency affecting the business of the company, the registrar
may, on the application of the directors, authorize such meeting to be held at such shorter
notice as he may specify.

8.  Every office of the company who knowingly or willfully fails to comply with any of the
provisions of this section shall be liable,

a. If the default relates to a listed company, to a fine not less than ten thousand rupees and not
exceeding twenty thousand rupees and in the case of a continuing default to a further fine
which may extend to two thousand rupees for every day after the first during which the default
continues; and

b. If the default relates to any other company, to a fine which may extend to two thousand
rupees and in the case of a continuing default to a further fine which may extend to two
hundred rupees for every day after the first during which the default continues.

QUESTION # 05

Define the procedure of election of director under the provision of Company Law?

Procedures for the election of Director:

1. The directors of a company shall, subject to section 174, fix the number of elected directors
of the company not later than thirty-five days before the convening of the general meeting at
which directors are to be elected, and the number so fixed shall not be changed except with the
prior approval of a general meeting of the company.

2. The notice of the meeting at which directors are proposed to be elected shall among other
matters, expressly state:

a. The number of elected directors fixed under sub-section (1); and

b. The names of the retiring directors.

Page 4 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

3. Any person who seeks to contest an election to the office of director shall, whether he is a
retiring director or otherwise, file with the company, not later than fourteen days before the
date of the meeting at which elections are to be held, a notice of his intention to offer himself
for election as a director:

Provided that any such person may, at any time before the holding of election, withdraw such
notice.

4. All notices received by the company in pursuance of sub- section (3) shall be transmitted to
the members not later than seven days before the date of the meeting, in the manner provided
for sending of a notice of general meeting in the normal manner or in the case of a listed
company by publication at least in one issue each of a daily newspaper in English language and
a daily newspaper in Urdu language having circulation in the Province in which the stock
exchange on which its securities are listed is situate.

5. The directors of a company having a share capital shall, unless the number of persons who
offer them to be elected is not more than the number of directors fixed under sub-section (1),
be elected by the members of the company in general meeting in the following manner,
namely:

a. A member shall have such number of votes as is equal to the product of the number of voting
shares or securities held by him and the number of directors to be elected;

b. A member may give all his votes to a single candidate or divide them between more than one
of the candidates in such manner as he may choose; and

c. The candidate who gets the highest number of votes shall be declared elected as director and
then the candidate who gets the next highest number of votes shall be so declared and so on
until the total number of directors to be elected has been so elected.

6. The directors of a company not having share capital shall be elected by members of the
company in general meeting in the manner as provided in articles of association of the
company.

Page 5 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

QUESTION # 06

Under what circumstances director of a company register under the Company Ordinance
1984 can shall ipso facto cease to hold the office of a director?

The following are circumstances under Section # 188:

Vacation of Office by the Director:

1. A director shall ipso facto cease to hold office if:

a. He becomes ineligible to be appointed a director on any one or more of the grounds

enumerated in clauses (a) to (h) of section 187;

b. He absents himself from three consecutive meetings of the directors or from all the meetings
of the directors for a continuous period of three months, whichever is the long, without leave
of absence from the directors;

c. He or any firm of which he is a partner or any private company of which he is a director:

i. Without the sanction of the company in general meeting accepts or holds any office of profit
under the company other than that of chief executive or a legal or technical adviser or a
banker; or

ii. Accepts a loan or guarantee from the company in contravention of section 195.

2. Nothing contained in sub-section (1) shall be deemed to preclude a company from providing
by its articles that the office of director shall be vacated on any grounds additional to those
specified in that sub-section.

QUESTION # 07

Steps involved in appointment of First Chief Executive under Section 198?

Appointment of the First Chief Executive:

1. Every company other than a company managed by a managing agent shall have an executive
appointed in the manner provided in this section and section 199.

2. The directors of every company shall as from the date from which it commences business or
as from a date not later than the fifteenth day the date of its incorporation, whichever is earlier,
appoint any individual be the chief executive of the company.

Page 6 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

3. The chief executive appointed as aforesaid shall, unless he earlier resigns or otherwise cases
to hold office, hold office up to the first annual general meeting of the company or, if a shorter
period is fixed by the directors as the time of his appointment, for such period.

QUESTION # 08

What is the majority required for the removal of Chief Executive?

According to Section # 202:

The directors of a company by resolution passed by not less than three-fourths of the total
number of directors for the time being, or the company by a special resolution, may remove a
chief executive before the expiration of his term of office notwithstanding anything contained
in the articles or in any agreement between the company and such chief executive.

QUESTION # 09

Can Chief Executive of a Company engage himself in a business competing with companies
business?

According to Section # 203:

1. A chief executive of a public company shall not directly or indirectly engage in any business
which is of the same nature as and directly competes with the business carried on by the
company of which he is the chief executive or by a subsidiary of such company.

2. Every person who is appointed as chief executive of a public company shall forthwith on such
appointment disclose to the company in writing the nature of such business and his interest
therein.

Page 7 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

ICMAP PAPER

Page 8 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

QUESTION # 02

(a) (i) Conditions Need to Fulfill to Get a License:

Al-Mairaj is an organization with objectives to promote religious education, and intends to

register as Limited Company. Al-Mairaj should apply to Commission (SECURITIES EXCHANGE
COMMISSION OF PAKSITAN) for registration as Non Profit Organizations (NPO), Charities or
Charitable Organization.

The Commission will grant license and direct the Al-Mairaj to be registered as Company with
limited liability, without the addition of word Limited where it is proved to the Commission that
the company is capable of being formed as Limited Company:

 For promoting commerce, art, science, religion, sports, social services, charity or any
other useful objects;
 Intends to apply its profits, if any, or other income in promoting its objects;
 Prohibits the payment of any dividend to its members;
 Other conditions and regulations as the SECP thinks fit and those conditions and
regulations shall be binding on the association and shall, if the SECP so directs, be
inserted in the memorandum and articles, or in one of those documents.

(ii) Revocation of the License and Consequences of Revocation:

1. A license section may at any time be revoked by the SECP, Provided that, before a license is
so revoked, the Commission shall give to the association notice in writing of its intention, and
shall afford the association an opportunity of submitting a representation in opposition to the
revocation.

2. Upon its revocation the registrar shall enter the word or words "Limited" at the end of the
name of the association upon the register, and the association shall cease to enjoy the
exemptions and privileges granted.

(b) (i) Responsibility of Mr. Khalid:

1. Mr. Khalid shall immediately notify in writing to the Company Secretary about sale of share
transaction and

2. He also deliver a written record of the price (i.e., Rs.20), number of shares (i.e., 15,000), form
of share certificates, i.e., whether physical or electronic within the Central Depository System,
and nature of transaction to the Company Secretary within four days of effecting the
transaction.

(ii) Responsibility of Company Secretary:

Page 9 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

 The Company Secretary shall immediately forward the same to the Stock Exchange for
its dissemination to all concerned.
 The Company Secretary shall present the notice of Mr. Khalid the director at the
meeting of the board of directors immediately subsequent to transaction of sale of
shares.
 In the event of default by Mr. Khalid to give a written notice or deliver a written record,
the Company Secretary shall place the matter before the Board of Directors in its
immediate next meeting.

(c) Comments on Events/ Activities in the Light of Best Corporate Governance Practices:

1. As per the Code of Corporate Governance "independent director" means a director who is
not connected or does not have any other relationship, whether pecuniary or otherwise, with
the listed company, its associated companies, subsidiaries, holding company or directors.

In the light of above definition allotment of permanent room will curb the independency of an
independent director. Excessive benefits show undue involvement of an independent director
in the affairs of the company. Therefore, for best practice of Corporate Governance,
independent director should not be given such type of incentives.

2. As per the Code of Corporate Governance, ënon-executive directorsí are those who are not
from among the executive management team and may or may not be independent. They are
expected to lend an outside viewpoint to the Board of Directors of a company and do not
undertake to devote their whole working time to the company. The guiding factor in
distinguishing between executive and non-executive directors of a company is the extent of
their involvement in managing the affairs of the company.

In the light and guidance of the above definition of non-executive directors, he shall not be
involved in day to day affairs of the company. Therefore, reimbursement of rent-a-car bills is
against the best practice of Corporate Governance and transparency.

3. As per the Code of Corporate Governance ëExecutive directorsí are whole-time directors of a
company. Subject to section 200 of the Companies Ordinance, 1984 ì the terms and conditions
of appointment of a chief executive shall be determined by the directors or the company in
general meeting in accordance with the provisions in the companyís articles of Association.

Keeping in view above provision CEO may use both the vehicles for his office as well as
personal if compensations and benefits are included in the terms and conditions of the
employment contract approved by the directors in the light of Articles of Association.

Page 10 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

4. As the Chairman Hilton Company is also Chief Financial Officer (CFO) of Altamash Limited, so
question of conflict of interest may be raised, if he awards the material contract to Altamash
Limited due to his influence as chairman of Hilton Company without merit. However, both the
companies may be entered into contracts if the contracts are made at arm length transactions.
If any director on the Board has interest or conflict with any other director on the board is
created then such director should refrain to comment and cast his vote in favour of the
proposal. Such transaction is required to be approved by Board of Directors.

QUESTION # 03

(a) (i) Eligibility/ Ineligibility to Become Director After Selling all Shares:

Mr. Zafar will remain Director of the company after selling of all shares as:

1. There is no condition to hold qualification shares in Articles of Association and,

2. He is an employee and whole time director of Burq Limited i.e., with reference to section
187 ineligibility of certain person to become director a person is ineligible to become director if
he is not a member. However, it is further provided in such section, that it is not applicable for
whole time director who is an employee of the company.

(ii) Vacation of office by the directors:

1. Objection of Chief Executive Officer is not valid, because as per section 188 (i) (b) a director
shall ipso facto cease to hold office if he absents himself from three consecutive meetings of
the directors or from all the meetings of the directors for a continuous period of three months,
whichever is the longer, without leave of absence.

2. In the case of Mr. Afzal, he only remained absent from two consecutives meetings without
leave of absence i.e. September and October. Therefore, he may attend the meeting for the
month of November.

(b) (i) Content of Directors Report:

 The directors of Silver (Private) Limited, a subsidiary of Diamond Limited is required u/s.
236 to make out and attach to every balance-sheet a report with respect to the state of
the company’s affairs, the amount if any, which they  should be paid by way of
dividend
 propose to carry to the Reserve Fund, General Reserve or Reserve Account The Silver
(Private) Limited being a subsidiary of Diamond Limited u/s 236(2)is required to report
in directors report in addition to the recommendation of dividend and proposal for
appropriation in reserves the following:

Page 11 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

 Disclose any material changes and commitments affecting the financial position of
company which have occurred between the end of financial year of the company to
which the balance sheet relates and date of the report.
 So far as is material for the appreciation of the state of the company's affairs by its
members, deal with any changes that have occurred during the financial year
concerning the nature of the business of the company or of its subsidiaries, or in the
classes of business in which the company has interest, whether as a member of another
company or otherwise, unless the Commission exempts any company from making such
disclosure on the ground that such disclosures would be prejudicial to the business of
the company;
 Fullest information and explanation in regard to any reservation, observation,
qualification or adverse remarks contained in the auditorís report
 Pattern of Holdings of the shares in the form prescribed
 State name of country of incorporation of its holding company, if any, where such
holding company is established outside Pakistan
 . Earnings per share
 Reasons for incurring loss and a reasonable indication of future prospects of profit, if
any
 Default in payment of debts, if any, reason thereof.

(ii) Authorized Persons to Sign the Directors Report:

1. The Directors Report shall be signed by the chairman of the directors or the chief executive
of the company on behalf of the directors if authorized in that behalf by the directors and,

2. When not so authorized, shall be signed by the chief executive and such number of directors
as are required to sign the balance-sheet and profit and loss account under section 241 of the
Companies Ordinance, 1984.

QUESTION # 04

(a) Corporate Social Responsibility Activities:

Corporate Social Responsibility activities shall be in the Directors Report to the shareholders
annexed to the annual audited accounts. The disclosure of such activities will be in addition to
the disclosure requirements already mentioned in the Ordinance.

Following activities shall be disclosed:

 corporate philanthropy
 energy conservation

Page 12 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

 environmental protection measures

 community investment and welfare schemes
 consumer protection measures
 welfare spending for under-privileged classes
 industrial relations
 employment of special persons
 occupational safety and health
 business ethics and anti-corruption measures
 national-cause donations
 contribution to national exchequer
 Rural development programs.

(b) (i) After the death of Mr. Shahid, ZS (Private) Limited shall not become a single member
private limited company automatically, until Mr. Zahid does not fulfill the following conditions:

1. Passes a special resolution for change of status and makes necessary alteration in articles of
association and obtains approval of SECP.

2. The company shall transfer shares in the name of single member within fifteen days of the
approval of the Commission and notify change in the board of directors on Form 29 within
fourteen days from date of transfer of shares.

3. A certified copy of the order containing the approval, together with a notice and a
nomination of nominee directors shall be filed with the concerned registrar.

(ii) As the contract between ZS (SMC-Private) Limited and Mr. Zahid without a written
document, then the company shall ensure that the terms of the contract are immediately set
out in a written memorandum or are recorded in the minutes of the first meeting of the
directors of the company following the making of the contract.

(c) Nature of Rights and Privileges:

The variation in the rights and privileges of the shareholders in a kind of shares capital or class
or classes therein may be of the nature, including the following:

1. Different voting rights; voting rights disproportionate to the paid up value of shares held;
voting rights for specific purposes only; or no voting rights at all;

2. Different rights for entitlement of dividend, right shares or bonus shares or entitlement to
receive the notices and to attend the general meetings; and

Page 13 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

3. Rights and privileges for indefinite period, for a limited specified period or for such periods as
may from time to time be determined by the members through special resolution.

QUESTION # 05

(a) Further Issue of Modaraba Certificates:

1. Where the modaraba company decides to increase the modaraba fund of a modaraba by the
issue of new modaraba certificates, such certificates shall subject to the conditions imposed by
the Registrar, be offered to the existing certificate holders in proportion to the existing
certificates held by them, and such offer shall be made by notice specifying the number of
certificates to which the certificate holder is entitled, and limiting a time within which the offer,
if not accepted, will be deemed to be declined.

2. The offer of new modaraba certificates shall be accompanied by a circular duly signed by the
directors of the modaraba company or an officer of the company authorized by them in this
behalf in the form prescribed by the Registrar containing material information about the affairs
and accounts of the modaraba and setting forth the necessity for raising of further funds with
business prospects.

3. A copy of the circular signed in the manner specified therein shall be filed with the Registrar
before it is sent to the modaraba certificate holders

. 4. If, in any case, the whole or any part of the issue of certificates so offered is declined or is
not subscribed, the modaraba company may offer the unsubscribed part in such manner as
may be approved by the Registrar.

5. Where the new modaraba certificates forming part of the modaraba fund are to be issued to
the public, a prospectus shall be issued which shall comply, in all respects, with the
requirements applicable to a prospectus and be subject to the liabilities specified in the
Modaraba Companies and Modarabas (Floatation and Control) Ordinance, 1980 and the
Modaraba Companies and Modaraba Rules, 1981.

(b) (i) Custodian:

Custodian includes a bank licensed under the Banking Companies Ordinance, 1962 (LVII of
1962) or a trust company which is a subsidiary of such bank or a central depository company
approved by the Commission or an NBFC carrying out investment finance services provided it
has been approved by the Commission to act as custodian or such other company as may be
approved by the Commission to act as custodian.

Page 14 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

(ii) Condition for Appointment as a Director in NBFC:

Mr. Atif shall not be appointed as directors in any other Non-Banking Finance Companies
licensed for the same form of business. However, the above condition shall not apply to Mr. Atif
if he is the nominees of the Federal or Provincial Governments on the Board of any NBFC or,
any exception specified by the Commission.

QUESTION # 06

(a) Notice of Proposed Resolution:

In the light of section 164 of the Companies Ordinance, 1984 any member having not less than
ten percent voting power in the company may give notice of a resolution and such resolution
together with the supporting statement, if any, is required to be forwarded in such a way so as
to reach the company at least fifteen days before the meeting.

Mr. Kashif has 12% shares in the company, so he is entitled to submit the resolution to the
company. However, since the notice was given by him to the company on December 20, 2015,
i.e., not fifteen days before the meeting, therefore the company was not bound to circulate the
resolution.

(b) SECP’ S eServices:

SECPís eServices is a web-based system accessible from anywhere in the world via definite login
ID and a password. It facilitates the corporate sector, practitioners, consultants and public at
large. We can apply for availability of name, incorporate companies and do e-filing of statutory
returns through this system.

Benefits of using eServices:

 It is much easier to file Applications/ Returns online

 Fee for online filing has been kept lower as compared to physical submission of
documents.
 It enables the promoters and other officers of the company to interact online using the
eServices portal, without visiting the Company Registration Offices (CROs) at the
Securities and Exchange Commission of Pakistan (SECP).

Page 15 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

(c) (i) The Authority and Time Limit to Fix the Number of Director:

The directors of a company shall fix the number of directors of the company not later than
thirty-five days before the convening of the general meeting at which directors are to be
elected.

(ii) Contents of Notice:

Contents of notice under section 178 (2) of the Companies Ordinance, 1984 shall be among
other matters, expressly included:

(a) Number of elected directors fixed, and

(b) Names of the retiring directors.

Extract from the Notice of Extra-Ordinary General Meeting:

To elect nine directors as fixed by the Board of Directors in accordance with the provision of
section 178(1) of the Companies Ordinance, 1984, Articles of Association, for the next tenure of
three years commencing from April 1, 2016.

The names of the retiring directors are as follows:

1. Mr. Arif
2. Mr. Badar
3. Mr. Saleem
4. Mr. Dawood
5. Mr. Ejaz
6. Mr. Fawwad
7. Mr. Ghazi

Every candidate consisting for election as a director, whether he is retiring director or otherwise
shall file with the company not later than fourteen(14) days before the date of meeting at
which elections are to be held, a notice of his/ her intention to offer himself/ herself as a
director , along with the consent to serve as a director in the prescribed form- 28, a detailed
profile along with his/ her relevant declarations as required under the Code of Corporate
Governance to his/ her appointment as director of the company.

Page 16 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

(iii) (1) Assume all Retiring Directors and Messer Hamid, Jawad and Kamran have Filed with
the Company Notices of their Intention to Offer themselves:

ELECTION OF DIRECTORS

NOTICE UNDER SECTION 178(4) OF THE COMPANIES ORDINANCE, 1984

Members are hereby notified that pursuant to Section 178 (3) of the Companies Ordinance,
1984, the following persons have filed with the company notices of their intention to offer
themselves for election of directors of the company at the Extraordinary General Meeting to be
held on March 31, 2016, Karachi:

1. Mr. Arif
2. Mr. Badar
3. Mr. Saleem
4. Mr. Dawood
5. Mr. Ejaz
6. Mr. Fawwad
7. Mr. Ghazi
8. Mr. Hamid
9. Mr. Jawad
10. Mr. Kamran

Since the number of persons who have offered themselves to be elected is more than the nine
number of directors fixed by the Board under Section 178 (1) of the Companies Ordinance,
1984, therefore, the nine person to be elected among the above mentioned persons at the
forthcoming Extraordinary General Meeting.

(2) Assume all Retiring Directors and M/s Hamid and Jawad have Filed with the Company
Notices of their Intention to Offer themselves:

Page 17 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

ELECTION OF DIRECTORS

NOTICE UNDER SECTION 178(4) OF THE COMPANIES ORDINANCE, 1984

Members are hereby notified that pursuant to Section 178 (3) of the Companies Ordinance,
1984, the following persons have filed with the company notices of their intention to offer
themselves for election of directors of the company at the Extraordinary General Meeting to be
held on March 31, 2016, Karachi.

1. Mr. Arif
2. Mr. Badar
3. Mr. Saleem
4. Mr. Dawood
5. Mr. Ejaz
6. Mr. Fawwad
7. Mr. Ghazi
8. Mr. Hamid
9. Mr. Jawad

Since the number of persons who have offered themselves to be elected is not more than the
number of directors fixed by the Board under Section 178 (1) of the Companies Ordinance,
1984, therefore, the above mentioned persons shall be deemed to be elected at the
forthcoming Extraordinary General Meeting.

(iv)Assume Mr. Kamran has Withdrawn from Election One Day before the Meeting: Draft
Proceedings/ Resolution (Only Relevant to the Election) to be Passed:

In pursuant to Section 178 (3) of the Companies Ordinance, 1984, the following persons have
filed with the company notices of their intention to offer themselves for Election of Directors:

1. Mr. Arif
2. Mr. Badar
3. Mr. Saleem
4. Mr. Dawood
5. Mr. Ejaz
6. Mr. Fawwad
7. Mr. Ghazi
8. Mr. Hamid
9. Mr. Jawad
10. Mr. Kamran

Page 18 of 21
CORPORATE LAW & SECRETERIAL PRACTISES BY DANIYAL SUMBAL 60205

However, Mr. Kamran has withdrawn from election one day before the meeting, resultantly the
number of persons who have offered themselves to be elected is not more than the number of
directors fixed by the Board under Section 178 (1) of the Companies Ordinance, 1984,
therefore, the above mentioned persons, except Mr. Kamran, were deemed to be elected by
passing the following resolution.

Resolution:

Resolved that following members are hereby deemed to be elected as director of the company
for the period of three years commencing from April 1, 2016:

1. Mr. Arif
2. Mr. Badar
3. Mr. Saleem
4. Mr. Dawood
5. Mr. Ejaz
6. Mr. Fawwad
7. Mr. Ghazi
8. Mr. Hamid
9. Mr. Jawad

(d) Qualification of Company Secretary:

 No person shall be appointed as a the Company Secretary of a listed company unless

he/ she is:
 a member of a recognized body of professional accountants or
 a member of a recognized body of Corporate/ Chartered Secretaries; oa person holding
Master’s degree in Business Administration or Commerce or being a Law Graduate form
University recognized by Higher Education Commission and Having at least five years
relevant experience.

Page 19 of 21