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1
THE COMPANIES ACT, 2017 (XIX of 2017)
(COMPANY LIMITED BY SHARES)
MEMORANDUM
OF
ASSOCIATION
OF
Pizza Star
______________________________________________________________
2
THE COMPANIES ACT, 2017 (XIX of 2017)
(COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
OF
“Pizza Start Limited/(Private) Limited/(SMC-Private) Limited”
1. The name of the company is Pizza Start Limited/(Private) Limited/(SMC-Private) Limited.
2. The registered office of the Company will be situated in Islamabad Capital Territory / Gilgit-Baltistan / in
the Province of Punjab / Balochistan / Sindh / Khyber Pakhtunkhwa.
3. (a) we want to deliver pizza for our customer for seeking his enjoys for his family friends for taste and
enjoys the good way of delicious taste.
(b) We deliver pizza in very short time of like 30 min and if we late we give free pizza of our customer this
is of our company policy.
4. The liability of the members is limited.
5. The authorized capital of the company is Rs 1500000 (Rupees Fifteen Hundred Thousand only) divided into
____________ (__________ thousand) ordinary shares of Rs.___/- (Rupees __ only) each.
3
We, the several persons whose names and addresses are subscribed below, are desirous of being formed into a
company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares
in the capital of the company as set opposite our respective names:
Name
and
surname
(present
&
former)
in full
(in
Block
Letters)
NIC No.
(in case of
foreigner,
Passport
No)
Father's/
Husband's
Name in
full
Nationality
(ies) with
any former
Nationality
Occupation
Usual
residential addre
ss in full or the
registered/
principal office
address for a
subscriber other
than natural
person
Number of
shares taken
by each
subscriber (in
figures and
words)
Signatures
Noman
Mubashi
r
33100-
1265579-8
Mubashir
Amin
Pakistani Ptclcolony
house no G8
faisalabad
7000
Mozzan
Nisar
33100-
4500260-8
Malik
Nisar
Pakistan Haseeb
Shaheed road
4000
Salman
Rashid
33101-
0778899-7
Rizwan ali
Pakistan Gatt wala road 4000
Total number of shares taken (in figures and words) 15000
Dated the_24_ day of_03_, 2018
Witness to above signatures: (For the documents submitted in physical form)
Signature
Full Name (in Block Letters) GHULAM MUJTABA
Father’s/ Husband’s name TARIQ ALI
Nationality PAKISTAN
Occupation
NIC No. 3310085005083
Usual residential address KHAWAJA GARDEN P-97 HILAL ROAD
FSD
4
THE COMPANIES ACT, 2017 (XIX of 2017)
(Company Limited by Shares)
ARTICLES OF ASSOCIATION
OF
………….. LIMITED
[pizza star]
SHARES
1. In case of shares in the physical form, every person whose name is entered as a member in the
register of members shall, without payment, be entitled to receive, within thirty days after
allotment or within fifteen days of the application for registration of transfer, a certificate under
the seal specifying the share or shares held by him and the amount paid up thereon:
Provided that if the shares are in book entry form or in case of conversion of physical
shares and other transferable securities into book-entry form, the company shall, within ten days
after an application is made for the registration of the transfer of any shares or other securities to
a central depository, register such transfer in the name of the central depository.
2, The company shall not be bound to issue more than one certificate in respect of a share or
shares in the physical form, held jointly by several persons and delivery of a certificate for a
share to one of several joint holders shall be sufficient delivery to all.
3. If a share certificate in physical form is defaced, lost or destroyed, it may be renewed on
payment of such fee, if any, not exceeding one hundred rupees, and on such terms, if any, as to
evidence and indemnity and payment of expenses incurred by the company in investigating title
as the directors think fit.
4. . Except to the extent and in the manner allowed by section 86, no part of the funds of the
company shall be employed in the purchase of, or in loans upon the security of, the company’s
shares.
TRANSFER AND TRANSMISSION OF SHARES
5. The instrument of transfer of any share in physical form in the company shall be 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 of members in respect thereof.
8. Shares in physical form in the company shall be transferred in the following form, or in any
usual or common form which the directors shall approve: -
5
Form for Transfer of Shares
(First Schedule to the Companies Act, 2017)
I……………... s/o ....................... r/o...................... (hereinafter called “the transferor”) in
consideration of the sum of rupees ............................ paid to me by.....……………......... s/o
....................... r/o...................... (hereinafter called “the transferee”), do hereby transfer to the
said transferee...................theshare(orshares)withdistinctivenumbersfrom
………….....to...................inclusive, in the............................ Limited, to hold unto the said
transferee, his executors, administrators and assigns, subject to the several conditions on which I
held the same at the time of the execution hereof, and I, the said transferee, do hereby agree to
take the said share (or shares) subject to the conditions aforesaid.
As witness our hands this................. day of............................. , 20.....
Signature …………………
Transferor
Full Name, Father’s / Husband’s Name
CNIC Number (in case of foreigner,
Passport Number)
Nationality
Occupation and usual Residential Address
Witness 1:
Signature………………..date …………
Name, CNIC Number and Full Address
Signature …………………
Transferee
Full Name, Father’s / Husband’s Name
CNIC Number (in case of foreigner,
Passport Number)
Nationality
Occupation and usual Residential Address
Cell number
Landline number, if any
Email address
Witness 2:
Signature………………..date …………
Name, CNIC Number and Full Address
6
Bank Account Details of Transferee for Payment of Cash Dividend
(Mandatory in case of a listed company or optional for any other company)
It is requested that all my cash dividend amounts declared by the company, may be
credited into the following bank account:
It is stated that the above mentioned information is correct and that I will intimate the
changes in the above-mentioned information to the company and the concerned Share Registrar
as soon as these occur.
……………………………….
Signature of the Transferee(s)
ALTERATION OF CAPITAL
15. The company may, by special resolution-
(a) increase its authorised capital by such amount as it thinks expedient;
(b) consolidate and divide the whole or any part of its share capital into shares of larger
amount than its existing shares;
(c) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the
memorandum;
(d) cancel shares which, at the date of the passing of the resolution in that behalf, 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 share so cancelled.
17. The new shares shall be subject to the same provisions with reference to transfer,
transmission and otherwise as the shares in the original share capital.
18. The company may, by special resolution consolidate and divide its share capital into shares of
larger amount than its existing
shares;
19. The company may, by special resolution, reduce its share capital in any manner and with, and
subject to confirmation by the Court and any incident authorised and consent required, by law.
GENERAL MEETINGS
20. The statutory general meeting of the company shall be held within the period required by
section 131.
Tile of Bank Account Pizza star
Bank AccountNumber 0010036302350018
Bank’sName Allied band
BranchName andAddress D Ground
7
21. A general meeting, to be called annual general meeting, shall be held, in accordance with the
provisions of section 132, within sixteen months from the date of incorporation of the company
and thereafter once at least in every year within a period of one hundred and twenty days
following the close of its financial year.
22. All general meetings of a company other than the statutory meeting or an annual general
meeting mentioned in sections 131 and 132 respectively shall be called extraordinary general
meetings.
23. The directors may, whenever they think fit, call an extraordinary general meeting, and
extraordinary general meetings shall also be called on such requisition,
NOTICE AND PROCEEDINGS OF GENERAL MEETINGS
25. Twenty-one days’ notice at the least (exclusive of the day on which the notice is served or
deemed to be served, but inclusive of the day for which notice is given.
27. No business shall be transacted at any general meeting unless a quorum of members is
present at that time when the meeting proceeds to business. The quorum of the general meeting
shall be-
(a) in the case of a public listed company, not less than ten members present personally, or
through video-link who represent not less than twenty-five percent of the total voting
power, either of their own account or as proxies;
(b) in the case of any other company having share capital, two members present personally, or
through video-link who represent not less than twenty-five percent of the total voting
power, either of their own account or as proxies.
VOTES OF MEMBERS
38. In case of joint-holders, the vote of the senior who tenders a vote, whether in person or by
proxy or through video-link shall be accepted to the exclusion of the votes of the other joint-
holders.
39. 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 show of hands or on a poll or through video
link, by his committee or other legal guardian, and any such committee or guardian may, on a
poll, vote by proxy.
40. On a poll votes may be given either personally or through video-link, by proxy or through
postal ballot:
DIRECTORS
44. The following subscribers of the memorandum of association shall be the first directors of
the company, so, however, that the number of directors shall not in any case be less than that
specified in section 154 and they shall hold office until the election of directors in the first annual
general meeting:
8
1. GHULAM MUJTABA
2. NAEEM MOHAMMAD
45. The remuneration of the directors shall from time to time be determined by the company in
general meeting subject to the provisions of the Act.
46. Save as provided in section 153, no person shall be appointed as a director unless he is a
member of the company.
THE SEAL
52. The directors shall provide for the safe custody of the seal and the seal shall not be affixed to
any instrument except by the authority of a resolution of the board of directors or by a committee
of directors.
FILLING OF VACANCIES
63. At the first annual general meeting of the company, all the directors shall stand retired from
office, and directors shall be elected in their place in accordance with section 159 for a term of
three years.
64. A retiring director shall be eligible for re-election.
65. The directors shall comply with the provisions of sections 154 to 159 and sections 161, 162
and 167 relating to the election of directors and matters ancillary thereto.
66. Any casual vacancy occurring on the board of directors may be filled up by the directors, but
the person so chosen shall be subject to retirement at the same time as if he had become a
director on the day on which the director in whose place he is chosen was last elected as director.
The company may remove a director but only in accordance with the provisions of the Act.
DIVIDENDS AND RESERVE
68. The company in general meeting may declare dividends but no dividend shall exceed the
amount recommended by the directors.
69. The directors may from time to time pay to the members such interim dividends as appear to
the directors to be justified by the profits of the company.
70. Any dividend may be paid by a company either in cash or in kind only out of its profits. The
payment of dividend in kind shall only be in the shape of shares of listed company held by the
distributing company.
ACCOUNTS
77. The directors shall cause to be kept proper books of account as required under section 220.
78. The books of account shall be kept at the registered office of the company or at such other
place as the directors shall think fit and shall be open to inspection by the directors during
business hours.
9
84. Auditors shall be appointed and their duties regulated in accordance with sections 246 to 249.
WINDING UP
In the case of members' voluntary winding up, with the sanction of a special resolution of
the company, and, in the case of creditors’ voluntary winding up, of a meeting of the creditors,
the liquidator shall exercise any of the powers given by sub-section (1) of section 337 of the Act
to a liquidator in a winding up by the Court including inter-alia divide amongst the members, in
specie or kind, the whole or any part of the assets of the company, whether they consist of
property of the same kind or not.
Mission:
PASSION for excellence in Doing everything
EXECUTE with positive energy and need
ACCOUNTABLE for growth in customer satisfaction
RECOGNIZE the achievement of others and have fun doing it
LISTEN and more importantly, respond to the voice of the customer.
Visssion:
As with all businesses, the most important goal of a company is to increase revenue and
profits.
Customer satisfaction is for most.
Customer.
satisfaction is important for pizza star .
Swot:
Strengths
It is the Market leader in providing different varieties of pizzas
Specializes only in Pizzas
Has full service restaurant as well as delivery services.
Strong Franchisee network
Weakness
High overhead costs due to large number of restaurants.
High price
Internal conflicts among franchisees
Opportunity
Expansion through online ordering system.
Introduction of more innovative pizzas.
Venturing into Senior citizen Market.
Threats
The differentiation strategy followed by any pizza chain is sooner or later adopted by all pizza
industry players.
Main threat from Competitors: all pizza chain.
Slogan
The real taste for real food lovers
Logo:
10
Prices of pizza star menu
We give best deals in town our price is very cheap but no compromise in
taste
2 Large Pizza, 6 pieces Garlic Bread, I salad bowl 1 pitcher 1800
Special pizza star combination of three flavors of chicken with onions, green
peppers, olives and mushrooms 2000
our traditionally developed tandoori sauce topped with onions and chicken.
1600
We also give a deserts in our resturants and also surf fresh juices of shakes.

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Noman corporate law

  • 1. 1 THE COMPANIES ACT, 2017 (XIX of 2017) (COMPANY LIMITED BY SHARES) MEMORANDUM OF ASSOCIATION OF Pizza Star ______________________________________________________________
  • 2. 2 THE COMPANIES ACT, 2017 (XIX of 2017) (COMPANY LIMITED BY SHARES) MEMORANDUM OF ASSOCIATION OF “Pizza Start Limited/(Private) Limited/(SMC-Private) Limited” 1. The name of the company is Pizza Start Limited/(Private) Limited/(SMC-Private) Limited. 2. The registered office of the Company will be situated in Islamabad Capital Territory / Gilgit-Baltistan / in the Province of Punjab / Balochistan / Sindh / Khyber Pakhtunkhwa. 3. (a) we want to deliver pizza for our customer for seeking his enjoys for his family friends for taste and enjoys the good way of delicious taste. (b) We deliver pizza in very short time of like 30 min and if we late we give free pizza of our customer this is of our company policy. 4. The liability of the members is limited. 5. The authorized capital of the company is Rs 1500000 (Rupees Fifteen Hundred Thousand only) divided into ____________ (__________ thousand) ordinary shares of Rs.___/- (Rupees __ only) each.
  • 3. 3 We, the several persons whose names and addresses are subscribed below, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company as set opposite our respective names: Name and surname (present & former) in full (in Block Letters) NIC No. (in case of foreigner, Passport No) Father's/ Husband's Name in full Nationality (ies) with any former Nationality Occupation Usual residential addre ss in full or the registered/ principal office address for a subscriber other than natural person Number of shares taken by each subscriber (in figures and words) Signatures Noman Mubashi r 33100- 1265579-8 Mubashir Amin Pakistani Ptclcolony house no G8 faisalabad 7000 Mozzan Nisar 33100- 4500260-8 Malik Nisar Pakistan Haseeb Shaheed road 4000 Salman Rashid 33101- 0778899-7 Rizwan ali Pakistan Gatt wala road 4000 Total number of shares taken (in figures and words) 15000 Dated the_24_ day of_03_, 2018 Witness to above signatures: (For the documents submitted in physical form) Signature Full Name (in Block Letters) GHULAM MUJTABA Father’s/ Husband’s name TARIQ ALI Nationality PAKISTAN Occupation NIC No. 3310085005083 Usual residential address KHAWAJA GARDEN P-97 HILAL ROAD FSD
  • 4. 4 THE COMPANIES ACT, 2017 (XIX of 2017) (Company Limited by Shares) ARTICLES OF ASSOCIATION OF ………….. LIMITED [pizza star] SHARES 1. In case of shares in the physical form, every person whose name is entered as a member in the register of members shall, without payment, be entitled to receive, within thirty days after allotment or within fifteen days of the application for registration of transfer, a certificate under the seal specifying the share or shares held by him and the amount paid up thereon: Provided that if the shares are in book entry form or in case of conversion of physical shares and other transferable securities into book-entry form, the company shall, within ten days after an application is made for the registration of the transfer of any shares or other securities to a central depository, register such transfer in the name of the central depository. 2, The company shall not be bound to issue more than one certificate in respect of a share or shares in the physical form, held jointly by several persons and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. 3. If a share certificate in physical form is defaced, lost or destroyed, it may be renewed on payment of such fee, if any, not exceeding one hundred rupees, and on such terms, if any, as to evidence and indemnity and payment of expenses incurred by the company in investigating title as the directors think fit. 4. . Except to the extent and in the manner allowed by section 86, no part of the funds of the company shall be employed in the purchase of, or in loans upon the security of, the company’s shares. TRANSFER AND TRANSMISSION OF SHARES 5. The instrument of transfer of any share in physical form in the company shall be 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 of members in respect thereof. 8. Shares in physical form in the company shall be transferred in the following form, or in any usual or common form which the directors shall approve: -
  • 5. 5 Form for Transfer of Shares (First Schedule to the Companies Act, 2017) I……………... s/o ....................... r/o...................... (hereinafter called “the transferor”) in consideration of the sum of rupees ............................ paid to me by.....……………......... s/o ....................... r/o...................... (hereinafter called “the transferee”), do hereby transfer to the said transferee...................theshare(orshares)withdistinctivenumbersfrom ………….....to...................inclusive, in the............................ Limited, to hold unto the said transferee, his executors, administrators and assigns, subject to the several conditions on which I held the same at the time of the execution hereof, and I, the said transferee, do hereby agree to take the said share (or shares) subject to the conditions aforesaid. As witness our hands this................. day of............................. , 20..... Signature ………………… Transferor Full Name, Father’s / Husband’s Name CNIC Number (in case of foreigner, Passport Number) Nationality Occupation and usual Residential Address Witness 1: Signature………………..date ………… Name, CNIC Number and Full Address Signature ………………… Transferee Full Name, Father’s / Husband’s Name CNIC Number (in case of foreigner, Passport Number) Nationality Occupation and usual Residential Address Cell number Landline number, if any Email address Witness 2: Signature………………..date ………… Name, CNIC Number and Full Address
  • 6. 6 Bank Account Details of Transferee for Payment of Cash Dividend (Mandatory in case of a listed company or optional for any other company) It is requested that all my cash dividend amounts declared by the company, may be credited into the following bank account: It is stated that the above mentioned information is correct and that I will intimate the changes in the above-mentioned information to the company and the concerned Share Registrar as soon as these occur. ………………………………. Signature of the Transferee(s) ALTERATION OF CAPITAL 15. The company may, by special resolution- (a) increase its authorised capital by such amount as it thinks expedient; (b) consolidate and divide the whole or any part of its share capital into shares of larger amount than its existing shares; (c) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum; (d) cancel shares which, at the date of the passing of the resolution in that behalf, 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 share so cancelled. 17. The new shares shall be subject to the same provisions with reference to transfer, transmission and otherwise as the shares in the original share capital. 18. The company may, by special resolution consolidate and divide its share capital into shares of larger amount than its existing shares; 19. The company may, by special resolution, reduce its share capital in any manner and with, and subject to confirmation by the Court and any incident authorised and consent required, by law. GENERAL MEETINGS 20. The statutory general meeting of the company shall be held within the period required by section 131. Tile of Bank Account Pizza star Bank AccountNumber 0010036302350018 Bank’sName Allied band BranchName andAddress D Ground
  • 7. 7 21. A general meeting, to be called annual general meeting, shall be held, in accordance with the provisions of section 132, within sixteen months from the date of incorporation of the company and thereafter once at least in every year within a period of one hundred and twenty days following the close of its financial year. 22. All general meetings of a company other than the statutory meeting or an annual general meeting mentioned in sections 131 and 132 respectively shall be called extraordinary general meetings. 23. The directors may, whenever they think fit, call an extraordinary general meeting, and extraordinary general meetings shall also be called on such requisition, NOTICE AND PROCEEDINGS OF GENERAL MEETINGS 25. Twenty-one days’ notice at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given. 27. No business shall be transacted at any general meeting unless a quorum of members is present at that time when the meeting proceeds to business. The quorum of the general meeting shall be- (a) in the case of a public listed company, not less than ten members present personally, or through video-link who represent not less than twenty-five percent of the total voting power, either of their own account or as proxies; (b) in the case of any other company having share capital, two members present personally, or through video-link who represent not less than twenty-five percent of the total voting power, either of their own account or as proxies. VOTES OF MEMBERS 38. In case of joint-holders, the vote of the senior who tenders a vote, whether in person or by proxy or through video-link shall be accepted to the exclusion of the votes of the other joint- holders. 39. 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 show of hands or on a poll or through video link, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. 40. On a poll votes may be given either personally or through video-link, by proxy or through postal ballot: DIRECTORS 44. The following subscribers of the memorandum of association shall be the first directors of the company, so, however, that the number of directors shall not in any case be less than that specified in section 154 and they shall hold office until the election of directors in the first annual general meeting:
  • 8. 8 1. GHULAM MUJTABA 2. NAEEM MOHAMMAD 45. The remuneration of the directors shall from time to time be determined by the company in general meeting subject to the provisions of the Act. 46. Save as provided in section 153, no person shall be appointed as a director unless he is a member of the company. THE SEAL 52. The directors shall provide for the safe custody of the seal and the seal shall not be affixed to any instrument except by the authority of a resolution of the board of directors or by a committee of directors. FILLING OF VACANCIES 63. At the first annual general meeting of the company, all the directors shall stand retired from office, and directors shall be elected in their place in accordance with section 159 for a term of three years. 64. A retiring director shall be eligible for re-election. 65. The directors shall comply with the provisions of sections 154 to 159 and sections 161, 162 and 167 relating to the election of directors and matters ancillary thereto. 66. Any casual vacancy occurring on the board of directors may be filled up by the directors, but the person so chosen shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is chosen was last elected as director. The company may remove a director but only in accordance with the provisions of the Act. DIVIDENDS AND RESERVE 68. The company in general meeting may declare dividends but no dividend shall exceed the amount recommended by the directors. 69. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the company. 70. Any dividend may be paid by a company either in cash or in kind only out of its profits. The payment of dividend in kind shall only be in the shape of shares of listed company held by the distributing company. ACCOUNTS 77. The directors shall cause to be kept proper books of account as required under section 220. 78. The books of account shall be kept at the registered office of the company or at such other place as the directors shall think fit and shall be open to inspection by the directors during business hours.
  • 9. 9 84. Auditors shall be appointed and their duties regulated in accordance with sections 246 to 249. WINDING UP In the case of members' voluntary winding up, with the sanction of a special resolution of the company, and, in the case of creditors’ voluntary winding up, of a meeting of the creditors, the liquidator shall exercise any of the powers given by sub-section (1) of section 337 of the Act to a liquidator in a winding up by the Court including inter-alia divide amongst the members, in specie or kind, the whole or any part of the assets of the company, whether they consist of property of the same kind or not. Mission: PASSION for excellence in Doing everything EXECUTE with positive energy and need ACCOUNTABLE for growth in customer satisfaction RECOGNIZE the achievement of others and have fun doing it LISTEN and more importantly, respond to the voice of the customer. Visssion: As with all businesses, the most important goal of a company is to increase revenue and profits. Customer satisfaction is for most. Customer. satisfaction is important for pizza star . Swot: Strengths It is the Market leader in providing different varieties of pizzas Specializes only in Pizzas Has full service restaurant as well as delivery services. Strong Franchisee network Weakness High overhead costs due to large number of restaurants. High price Internal conflicts among franchisees Opportunity Expansion through online ordering system. Introduction of more innovative pizzas. Venturing into Senior citizen Market. Threats The differentiation strategy followed by any pizza chain is sooner or later adopted by all pizza industry players. Main threat from Competitors: all pizza chain. Slogan The real taste for real food lovers Logo:
  • 10. 10 Prices of pizza star menu We give best deals in town our price is very cheap but no compromise in taste 2 Large Pizza, 6 pieces Garlic Bread, I salad bowl 1 pitcher 1800 Special pizza star combination of three flavors of chicken with onions, green peppers, olives and mushrooms 2000 our traditionally developed tandoori sauce topped with onions and chicken. 1600 We also give a deserts in our resturants and also surf fresh juices of shakes.