3. General Manager Administration,
And
Manager Admn: Manager Manager Marketing Manager
Planning and
Development
Admn: Officer Accounts Tourism Officer Planning
Officer
SARHAD TOURISM CORPORATION, N.W.F.P.
LIST OF INITIAL STAFF.
OFFICERS
S.No. Name of Post No.of posts
1. Managing Director 1
2. Senior General Manager 1
3. General Manager(Administartion) 1
4. General Manager(Marketting) 1
5. I.The Name of the Company is THE SARHAD TOURISM CORPORATION OF NWFP, LIMITED.
II.The registered Office of the Company will be situated in the province of NWFP,(Pakistan)
III.The objects for which the Company is established are:-
1.to promote and develop Tourism industry in Pakistan in general and in NWFP in particular and to carry on the business
connected with Tourism in this Province in NWFP or elsewhere.
2.to arrange and provide all facilities, incentives, services, assistance, encouragement, concession, recreation and amusements
to Tourists:
3.to acquire, design, establish, construct and run hotels, motels, restaurants, refreshment, rooms rest houses, camping sites,
skiing run facilities for ice skiing, hunting lodges, clubs amusement parks, aquariums, holiday resorts and places of
interest and entertainment of all kinds to tourists;
4.to project and publicize the country's history, culture, art, Literature archaeological monuments and other features of
interest and profit to the Corporation with a view to attracting tourists;
5.to deal in purchase and sale of novelties, general merchandise, dairy products, provisions foreign of all kinds, also to
establish and run handicraft and Souvenirs shops.
6.to establish travel agency and or work as agents for railways, shipping companies, airlines, waterways, road transfer, for
organized group tours and to establish branches in Pakistan and abroad.
7.to own and run road and water transport vehicles for the purpose of arranging conducted sightseeing tours.
8.to acquire, own and possess, whether by purchase, hire purchase, lease, exchange, grant, gift, donation or otherwise,
moveable and immovable properties of all description and any right, title or interest in such properties;
9.to develop land, and construct or acquire temporary or permanent buildings accommodations and other structures including
roads, tanks, channels and wells;
10.to import any plant, machinery, equipment or other goods to manufacture, sell and export any article and generally to
engage in the business of export and import within the scope of these objects.
11.to borrow and raise money for the business and objects of the corporation and to secure its repayment together with
6. interest and other dues in such manner as may be considered expedient, particularly by creating a mortgage,
hypothecation, floating or specific change or lien on all or some of the properties of the corporation; to furnish
securities, guarantees and undertaking; to issue convertible and non-convertible debentures, both redeemable and
irredeemable, secured and unsecured and furnish such other security as may be necessary;
12.to receive development funds from the Provincial ADP to be utilized for creation and maintenance of new
tourist facilities of the corporation.
13.to sell, mortgage, hypothecate, pledge, exchange or otherwise dispose of any property; to invest in securities or
any business the moneys of the corporation; to issue stocks, bonds debentures, notes, evidences of
indebtedness, certificates of interest in estates and associations;
14.to obtain, acquire and grant sanctions, approvals, privileges, concessions, patent right, trade marks, licences,
protection or anything which may seem calculated, directly or indirectly to benefit the corporation;
15.to expend money for the objects and purposes of the corporation;
16.to form, incorporate or promote companies in Pakistan or elsewhere with the object of carrying on or expanding
or otherwise promoting and assisting the business of the corporation or other allied business and if
necessary to manage, control, invest in and assist the said companies;
17.to enter into partnership or into any arrangement for sharing profits, union of interest, joint venture, reciprocal
concessions or co-operation with any person, firm, association or company and to advance money to,
guarantee the contracts of, or otherwise assist any such person, firm, association or company and to sell,
hold, reissue, with or without guarantees, or otherwise deal with the same;
18.to establish and maintain agencies, branches or depots of the corporation and appoint Managers, Secretaries,
Brokers, Agents for the corporation and itself act as such for other persons and companies;
19.to initiate and maintain continuous process comprehensive development planning with the object of preparing
the tourism master plan for the province and periodically update such development plans; prepare and
approve schemes out of the funds received from Provincial Government and the other sources;
7. 20.to promote and develop tourism resorts/areas in NWFP and to carry on the business connected therewith in
NWFP and else where;
21.to subscribe for, take or otherwise acquire and hold shares in any other company having objects altogether or in
part similar to those of this company or carrying on any business capable of being conducted so as
directly or indirectly to benefit this company;
IVThe liability of the members is limited,
VThe authorised share capital of the company is Rs. 1,50,00,000/- (Rupees one crore fifty lacs) divided into
15,00,000/- shares of Rs. 10/- each with the rights, privileges and condition for the time being, with
power of increase and reduce the capital of the corporation and to divide the shares into several classes.
We the several person whose names, addresses and descriptions 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 set opposite to our respective names.
────────────────────────────────┬────────────────┬─────────────────────────┬───────
───────
Name, address │ No of │ │ Name,
Description │ Shares taken │ Signature of each │ address
of Subscriber and │ by each │ Subscriber │ & description
Nationality │ subscriber │ │ of the
│ │ │ witnesses
────────────────────────────────┼────────────────┼─────────────────────────┼───────
───────
8. 1. Mr. Mohammad Azam Khan, │ │ │
Chief Secretary, NWFP, │ One │ │
Pakistani │ │ │
│ │ │
2. Mr. Ahmad Nawaz Shinwari, │ │ │
Secretary Tourism Deptt: │ One │ │
Pakistani │ │ │
│ │ │
3. Mr. Mohammad Younis Khan. │ │ │
Secretary Finance Deptt: │ One │ │
Pakistani │ │ │
│ │ │
4. Mr. Suleman Ghani, │ │ │
Secretary P&D Department, │ One │ │
Pakistani │ │ │
│ │ │
5. Mr. Mehmood Khan, │ │ │
Secretary Forest Deptt: │ One │ │
Pakistani │ │ │
│ │ │
6. Mr. Adam Khan, │ │ │
Secretary C&W Department, │ One │ │
Pakistani │ │ │
│ │ │
7. Mr. Mohammad Naeem Khan, │ │ │
Commissioner Kohat Div: │ One │ │
Pakistani │ │ │
│ │ │
8. Mr. Shakeel Ahmad Durrani,│ │ │
Commissioner Malakand Div:│ One │ │
Pakistani │ │ │
│ │ │
9. Mr. Abdur Rauf Khattak, │ │ │
Commissioner Hazara Div: │ One │ │
Pakistani │ │ │
│ │ │
10. Managing Director, │ │ │
Sarhad Tourism Corporation│ One │ │
Pakistani │ │ │
│ │ │
│ │ │
│ │ │
│ │ │
────────────────────────────────┴────────────────┴─────────────────────────┴───────
───────
10. (THE COMPANIES ORDINANCE, 1984)
(ORDINANCE NO.XVVII OF 1984)
COMPANY LIMITED BY SHARES
Articles of Association of
SARHAD TOURISM
CORPORATION OF NWFP LIMITED
PRELIMINARY.
1.The regulation contained in Table "A" of the first schedule to the Companies Ordinance, 1984 shall not apply to the Corporation except in so they are
repeated or contained in these Articles.
2.The chapter headings shall not affect the construction thereof,and in these articles unless there is something in the subject or context inconsistent
herewith.
"Section" means section of the ordinance
"Ordinance" means the Companies Ordinance, 1964.
"Articles" means these Articles of Association as originally framed or as altered from time to time by Special Resolution.
"Board" shall mean the Board of Directors of this Corporation constituted from time to time acting at a meeting or through a committee of Directors or
pursuant to unanimous written consent.
"Chairman" means the Chairman of the Board appointed from time to time pursuant to the Articles.
"Chief Executive" means the Chief Executive of the Board appointed from time to time.
"Corporation" means the Sarhad Tourism Corporation of NWFP Limited.
"Directors" means the Director of the Corporation appointed from time to time pursuant to these including alternate Directors.
"Dividend" means the distribution of profits of the Corporation to its Members.
"Special Resolution" have the meanings assigned thereto by Section 2(1) (36) of the Ordinance.
"Member" means a member of the Corporation within the meaning of Section 2(1) (21) of the Ordinance.
11. "Memorandum" means the Memorandum of Association of the Corporation as originally framed or as altered from in accordance with the provisions of the
Ordinance.
"Month" means a calendar month according to the English Calendar.
"Office" means the Registered Office of the Corporation.
"Register" means the Register of Members to be kept pursuant to Section 147 of the Ordinance.
"Seal" means the common Seal and or official Seal adopted by the Corporation.
"Security" means the Secretary of the Board of Directors of the Corporation, appointed from time to time pursuant to the Articles.
"In Writing" and "Written" include printing, lithography and other modes of representing or reproducing words in a visible form.
Words importing the masculine gender also include the feminine gender and words or expression contained in the articles shall bear the same meaning as in
the Ordinance.
Words imparting persons include bodies corporate.
3.The Corporation is a public Company within the meanings of Sub-Section(1) (30) of Section 2 of the Ordinance.
CAPITAL
4.The authorised Capital of the Corporation is Rs. 1,50,00,000/- divided into 114,00,000 Ordinary Shares of Rs. 10/- each, with powers to increase, reduce
12. sub-divide, consolidate or otherwise reorganize the same in accordance with the provisions of the Ordinance Minimum subscription on which the
Directors may proceed to allotment shall be Rs. 1,50,000/-
5.Subject to the provisions of the Ordinance and the Capital issue Control Act the shares shall be under the control of the Board who may allot or otherwise
disposeof the same or any of them to such persons, on such terms and conditions, and at such time as the Board thinks fit, and with full power to
issue shares at a premium or at par or (subject to the provisions of the Ordinance) at a discount, and for such time and for such consideration as
the Board thinks fit. The directors shall, as regards any allotment of shares, duly comply with the provisions of Section 67 to 73 as may be
applicable.
6.Where at any time the Board decides to increase the issued capital of the Corporation by issuing any further shares, then subject to any direction to the
contrary that may be given by the corporation in General Meeting, such shares shall be offered to the Members in proportion t o the existing
shares held by each member, and such after shall be made by notice specifying the number of shares to which the member as entitled, and
limiting a time within which the offer, if not accepted, will be deemed to be declined and after the expiration of such time, or on receipt of
information from the member to whom such notice is given that the declines to accept the shares offered, the Board may dispose of the same in
such manner as it may consider most beneficial to the corporation.
7.If and whenever as a result of an issue of new shares or any consolidation or sub division of shares, any member becomes entitled to hold shares in
fractions, the Board shall not be required to issue such fractional shares and shall be entitled to sell whole shares at a reasonable price, and pay
and distribute to and amongst the members, entitled to such fractional shares in due proportion the net proceeds of the sale thereof. For the
purpose of giving effect to any such sale, the board may authorise any such person to transfer the shares sold to the purchaser thereof and the
purchaser shall be registered as the holder for the shares comprised in such transfer but he shall not be entitled to see the application of the
purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
8.Subject to the provisions of the Ordinance and the Articles, theBoard may allot and issue shares in the Capital of the corporation as payment or part
payment for any property sold, transferred, goods, or machinery supplied, or for services rendered to the Corporation in the conduct of the
business or affairs, and any shares which may be so allotted
14. Shares
may be issued as fully paid up shares and if shares and if so issued, shall be deemed to be fully up shares.
9.Any application or subscription signed by or on behalf of an applicant or subscriber for shares in the corporation, followed by an allotment of any shares
therein, shall be an acceptance of shares within the meaning of the Articles, and every person who thus or otherwise accepts any shares, and
whose name is entered on the Register,, shall for the purpose of the Article be a Member.
10.Save as herein otherwise provided, the Corporation shall be entitled to treat the person whose name appears on the Register of Members, as the holder
of any shares as the absolute owner thereof, and accordingly shall not (except as ordered by a court of competent jurisdiction, or as by law
required) be bound to recognize any trust or equity or benami, equitable, contingent or other claim to or interest in such shares, on the part of any
person whether or not it shall have express or implied notice thereof.
15. UNDERWRITING AND COMMISSION
11.The Corporation may at any time pay a commission to any person for subscribing or agreeing to subscribe whether (absolutely or conditionally) for any
shares, TFC debentures or debenture stocks or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares,
TFC debentures or debenture stocks of the corporation, but so that the amount or rate of commission shall not exceed 2 ½% if the price at which
the shares are issued or of the nominal value of the debentures in each case subscribed or to be subscribed. The commission may be paid or
satisfied in cash or in shares or debentures of TFC of the Corporation. The Corporation may also pay brokerage not exceeding one(1) percent in
respect in of any subscription of shares or debentures.
12.Every Member shall be entitled without payment to one Certificate for all the shares registered in his name, or upon paying such fee as the Board may
from time to time determine, to several Certificate, each for one or more shares. Every certificate of shares shall specify the number and denote
the number of shares in respect of which it is issued, and the amount paid thereon, such certificate shall be issued under Seal and shall bear the
signature of two Directors or by some other person appointed for the purpose by the Board. The Directors may be resolution determine either
generally or in any particular case, that the signature of any Director may be affixed by some mechanical means in the mode and manner
specified in such resolution.
13.If any certificate is worn-out, defaced or rendered unless, then upon production thereof to the Board, it may order the same to be cancelled and may
issue a new Certificate in lieu thereof, and if any certificate is lost or destroyed, then on proof thereof, to the satisfaction of the Board and on such
indemnity as the Board deems adequate being given, a new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed
certificate.
TRANSFER AND TRANSMISSION OF SHARES
14.The Corporation shall keep a book to be called the "Register of Transfers" and therein shall be fairly and distinctly entered the particulars of every
transfer or transmission of any shares.
18. 15.The instrument of transfer of any share in the Corporation shall be executed both by the transfer 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.
16.Shares in the Corporation shall be transferred in the following form or in any usual or common form which the directors shall approve:-
I.................................of.......................................in consideration of the sum of Rs....................paid to me by....................of
...............(hereinafter called "the transferee") do hereby transfer to the said transferee ...............the share (or shares) numbered
.........................to................inclusive in the............limited, to hold unto the said transferee, his executors, administration 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 .................
Witness:
Signature............Date Signature
Full Address Transferor
Witness:
Signature............Date Signature
Transferor
Full Address Full Name,
Father's/Husband's
Name
Nationality
Occupation and Full
Address of
transferee
17.The Directors shall refuse to transfer any fully paid unless the transfer deed is defective or invalid. The Directors may also suspend the registration of
transfers during the ten days immediately preceding a general meeting or prior to the determination of entitlement or rights of the shares holders
19. by giving seven days previous notice in the manner provided in the Ordinance. The Director may decline to recognize any instrument of transfer
unless:
(a)A fee not exceeding two rupees as may be determine by the Directors is paid to the Corporation in respect thereof; and
(b)the duly stamped instrument of transfer is accompanied by the certificate of the shares to which it relates, and 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 within one month after the date on which the transfer deed was lodged with the corporation send
to the transferee and the transferor notice of the refusal indicating the defect or
20.
21. invalidity to the transferee, who shall, after removal of such defect or invalidity, entitled to re-lodge and transfer deed the Corporation.
22. 18.In the case of the death of shareholder, the survivor, where the deceased was joint holder, and (subject as hereinafter provided), where the deceased was
a sole or only surviving holder, executors or administrators of the deceased holding a Grant of Probate or Letter of Administration or such person
or persons mentioned in any Succession Certificate effective in Pakistan, shall be the only person recognised by the corporat ion any title to the
shares, but nothing herein contained shall release the estate of a deceased holder (whether sole or joint), from any liability, (whether sole or joint)
in respect of any share solely or jointly held by him. In any of any case in which such a Grant of probate or Letter of Administration of
Succession Certificate to the estate of a deceased sole or only surviving holder has not been obtained, the Board may, but shall not be bound to
recognize the title of any person claiming to the entitled to the deceased holder's share on production by such claimant of any other evidence of
title as the Board may deem sufficient, and upon the claimant furnishing such indemnity, if any, as the Board may require.
19.Any person becoming entitled to a share in consequence of the death or insolvency of a Member shall, upon such evidence being produced as may from
time to time be required by the Board, have the right either to be registered as a member in respect of the shares or, instead of being registered
himself, to make such transfer of the share as the deceased or insolvent person could have made.
20.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 was 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 rights conferred by membership in relation to meetings of the corporation.
21.The Corporation shall incur no liability or responsibility whatsoever in consequence of its registering or giving effect to any transfer of shares made or
purporting to be made by any apparent legal owner thereof (as shown or appearing in the Register) to person having or claiming any equitable
right, title or interest to or in the same shares, not withstanding that the Corporation may have had notice of such equitable right, title or interest
or notice prohibiting registration of such transfer, and the corporation shall not be given to it of any equitable right, title or interest, or be under
any liability whatsoever for refusing or neglecting so to do, but the corporation shall nevertheless be at liberty to regard and attend to any such
notice and give effect thereto if the Board shall so think fit.
ALTERNATION OF CAPITAL
22.The Corporation may from time to time in General Meeting increase its authorised capital by the issue of new shares of such amount as it thinks
expedient.
23.Except and so far as otherwiseprovided by the conditions of issue or by the Articles, any capital raised by the creation of new shares shall be considered
part of the authorised capital and shall be subject to the same provisions of the original capital.
23. 24.The Corporation may be Special Resolution reduce its share capital in any manner and with and subject to any incident authorised and consent required
by law.
25. Power to
increase
authorised
capital.
Condition
of issue.
Power to
reduce share
capital.
25.The Corporation may General Meeting by Special Resolution alter the conditions of its Memorandum as follows:
(a)Consolidate and divide all and any of its shares capital into shares of large amount than its existing shares.
(b)Sub-divide shares or any of them into shares of smaller amounts than originally fixed by the Memorandum, subject nevertheless to the
provision of the Ordinance in that behalf.
(c)Cancel Shares which at the date of such General Meeting 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.
26. 26.The Board may from time to time receive borrow any money for the purpose of the Corporation from the members or from any other persons, firms,
companies, corporations, Government, Government Agencies, Institutions or banks or the directors may themselves lend moneys to the
Corporation.
26(a)to receive funds/grant from the NWFP Government on yearly basis as working capital to be spent on day expenses and administration expenses of the
corporation each year. This fund may be initiated with Rs.50.00 lacs after incorporation of the corporation.
26(b)to receive development funds from the Provincial ADP to be utilized for creation and maintenance of new tourist facilities of the corporation.
GENERAL MEETING
27.The statutory general meeting of the corporation shall be held within a period of not less than three months, nor more than six months from the date of
commencement of the business in accordance with the provision of Section 157 of the Ordinance.
27(a)The general meeting of the company shall be held within 18 months from the date of its incorporation and thereafter once at least in every calendar
year within a period of six months following the close of its financial year not more than fifteen months after the holding of the preceding annual
general meeting as may be determined by the Directors.
27(b)The business of an Annual General Meeting shall be to receive and consider the profit and loss account and balance sheet, the reports of the Directors
and the Auditors, to elect Auditors in place of those retiring, to declare dividends, and to transact any other business which under these presents,
ought to be transacted at an annual General Meeting and any business which is brought under consideration by the report of the Directors, issued
with the notice convening the meeting. All other business transacted at general meeting and all business transacted at an Ext raordinary General
Meeting shall be deemed special.
28.The Directors may call an Extraordinary General Meeting whenever they shall think fit. An Extraordinary General Meeting shall also be convened on
the requisition of the Members in accordance with the provisions of Section 159 of the Ordinance.
27. Power to sub-divided or consolidate shares.
To borrow powers and receive funds/grants.
Statutory meeting
Annual General Meeting.
28. Transaction of Business of General Meeting.
Who may call Extra ordinary General Meeting.
PROCEEDING AT GENERAL MEETINGS
29.Twenty one (21) clear days notice at least of every Annual General Meeting, specifying the date, place and hour of the Meeting and with a statement of
the business to be transacted at the meeting, shall be given to the persons entitles and in the manner provided under section 158(3) of the
Ordinance and these Articles as the case may be.
30.Where it is proposed to pass a Special Resolution at least twenty one (21) clear days notice in the case of a Special Resolution, specifying the intention
to propose the Resolution as special Resolution and specifying date, place and Hour of meeting, and the nature of the business shall be given to
the members.
31.On the time of passing the special resolution with the consent of all Members entitled to receive notice of a Meeting or t o attend and vote at any such
meeting and subject to provisions of section 159(7) a meeting may be convened by shorter notice than specified in the foregoing Articles.
32.In case in which notice of any Meeting is given to the shareholders individually, the accidental omission to give notice to any of the shareholders of the
accidental non-receipt thereof shall not invalidate any Resolution passed at any such meeting.
29. 33.Five members entitled to voteand present in person or by proxy who represent not less than twenty five percent of the total voting power, either in their
own account or as proxies shall be a quorum for a General meeting and no business shall be transacted at any General Meeting proceeds to
business.
34.The Chairman shall be entitled to take the chair at every General Meeting, if there is no chairman or if at any Meeting he shall not be present within
fifteen minutes after the time appointed for holding such Meeting, or is unwilling to act, the Director shall take the Chair and in the absence of
the Director, the members present shall choose one of the Directors to be the Chairman and if no director present is willing to take the chair, the
members present shall choose one of their members to be the Chairman.
35.If within half an hour after the time appointed for the holding of a General Meeting a quorum is not present, the meeting if convened on the requisition
of the Members, shall be dissolved, and in every other case shall stand adjourned to the same day in the same day in the week following at the
same time and place, or to such other day, time and place as the Board may be notice to the shareholders appoint. If at such adjourned Meeting a
quorum is not present personally or by proxy being not less than two shall be the quorum and may transact the business for which the Meeting
was called.
36.The Chairman, with the consent of the members may adjourn any meeting from time to time and from place to place, but no business shall be transacted
at any adjourned meeting other than business left unfinished at the meeting from which the adjournment took place.
37.Subject to the provisions of Section 167 of the Ordinance, at any General Meeting a Resolution put to the vote of the Meet ing shall be decided on a
show of hand, unless a poll is (before or on the declaration of the result of show of hands) demanded by at least five members present in person
or by proxy, or by the Chairman of the Meeting, or by any Member or Members present in person or by proxy and holding or representing not
less than one-tenth of the issued capital carrying voting rights, and unless a poll is so demanded,
Proceeding & Notice of General Meeting.
Special Resolution.
30. Omission to give notice.
Quorum.
Who to preside in General Meeting.
Adjournment of Meeting for lack of Quorum.
Adjournment by Chairman.
31. Voting or Resolutions by show of hand & when poll demanded.
a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority of votes, and an entry to that effect in
the books of the proceeding of the company, shall be conclusive evidence of the fact without further proof of the number or p roportion of the
votes, recorded in favour of or against such Resolution. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman
of the Meeting shall be entitled to a second or casting vote.
38.If a poll is demanded as aforesaid it shall be taken at such time, not more than 14 days from the day on which it is demanded as the Chairman of the
Meeting directs, and the results of the poll shall be the resolution passed at the meeting at which the poll was demanded. The demand for a poll
may be withdrawn.
39.Any poll demanded on the election of a chairman of a Meeting or on any question of adjournment shall be taken at the Meeting and without
adjournment.
40.The demand for a poll shall not prevent the continuation of a Meeting for the transaction of any business other than the question on which the poll was
demanded.
41.The Corporation shall keep in one or more books a register of its members and enter therein the particulars as required by Section (147) of the
Companies Ordinance, 1984.
42.The Directors shall duly comply with the provisions of the Ordinance, or any statutory modification thereof for the time being enforce, and in particular
with the provisions in regard to the registration of the particulars of mortgages and charges effecting theproperty of theCorporation or created by
it, to the keeping of a register of the Directors, and a summary of particulars relating thereto and notice of any consolidation or increase of share
capital, or sub-division of shares, and copies of special resolution and a copy of the Register of Directors and notification of any changes therein.
43.The Directors shall cause minutes to be made in books provided for the purpose:
32. (a)of all appointments of officers made by the Directors;
(b)of all the names of the Directors present at each meeting, of the Directors and of any committee of the Directors;
(c)of all resolution and proceedings at all meeting of the Corporation and of the Directors and of committees of Directors; and every Director
present at any meeting of director's or committee of Directors shall sign his name in a book to be kept for that purpose.
44.The books containing minutes of proceedings of General Meetings of the Corporation shall be kept at the office and shall during business hours,
(subject to reasonable restrictions imposed under section 150 and the Board may from time to time impose but so that not less than two hours
each day is allowed for inspection) be open to the inspection of any member without charge.
45.Subject to the provisions of section 151, the Board shall have powers on due notice, to close the Registrar of Members for such period not exceeding in
the whole forty five (45) days in the year and not exceeding thirty (30) days at a time.
33. Demand of poll.
Poll on election of Chairman & adjournment.
Extract of poll.
Register of Members.
34. Minute Book.
Closure of Register.
VOTES OF MEMBERS
46.Except as provided in Article 58 hereof, upon a show of hands every Member entitled to vote and present in person shall have one vote, and upon a poll
every member entitled to vote and present in person or by proxy shall have one vote for every share conferring voting rights as aforesaid held by
him.
47.Subject to the provisions of the Ordinance and to the last preceding article, a member shall be entitled to be present or to vote at any general meeting
35. either personally or by proxy for any other member and be reckoned in quorum notwithstanding that any sum shall be due and payable to the
Corporation in respect of the shares of such members.
48.A Corporation or a company being a member of the Corporation may appoint as proxy or as its representative under section 162 of the
49.Every proxy shall be appointed in writing under the hand of the appointer or by an agent duly authorised under a power of attorney or if such appointer
is a company or corporation, under the common seal or official seal of the Company or Corporation or the hand of its attorney who may be the
appointer.
The instrument appointing a proxy shall be in the following form:
1..........of.........in the district of.........being a member of the Sarhad Tourism Corporation Limited hereby appoint ..........as may proxy to vote for me and on
may behalf at the (annual, extra ordinary, as the case may be) general meeting of the Corporation to be held on the ........day of ....... and at any
adjournment thereof.
50.Any proxy declared expressly on its face to be irrevocable shall not be revoked or be deemed revoked by the Member giving such proxy without the
consent of the proxy holder, whether by attendance at any General Meeting held during the period of such proxy or by any other action on his
part whatsoever or otherwise during the term of such proxy if such proxy is furnished to and filed with the records of the Corporation and the
corporation shall bound to recognize and give effect to such proxy in accordance with the terms thereof.
51.No person shall act as proxy unless the instrument of his appointment and the power of Attorney, if any, under which it is signed or a notarially certified
copy of that power or authority shall be deposited at the office at least forty eight (48) hours before the time for holding the meeting at which he
proposes to vote. No person shall be appointed as a proxy unless he is member of the Corporation.
52.A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death of t he principal or revocation of
the proxy or of any power of attorney under which such proxy was signed provided that no intimation in writing of the death or revocation shall
have been received at the office of the Corporation before the meeting.
53.No object shall be made to the validity of any vote except at the Meeting or at the pool at which such vote shall be tendered, and every vote whether
given personally or by proxy not disallowed at such Meeting or poll shall be deemed valid for all purposes of such Meeting or poll.
54.If any question is raised the Chairman of the Meeting shall decide on the validity of every tendered at such Meeting in accordance with these Articles.
37. Proxy to be deposited at registered office.
Validity of proxy.
Validity of vote.
Chairman of any meeting to be adjudge of validity of any vote.
BOARD OF DIRECTORS
55.The number of Directors shall form time to time be fixed by the Board but shall not be less than seven.
56.The following shall be the first Directors of the Corporation who shall hold office uptil the first Annual General Meeting:
1. Mr. Azam Khan (Chairman) 6. Mr. Adam Khan
2. Mr. Ahmad Khan Shinwari 7. Mr. Shakeel Ahmad Durrani
3. Mr. Mohammad Younis Khan 8. Mr. Abdur Rauf Khattak
4.Mr. Suleman Ghani 9. Mr. Mehmood Khan
5.Mr. Mohammad Naeem Khan 10. Managing Director
38. TERM OF OFFICE, REMOVAL AND CASUAL VACANCIES
57. The Directors shall fix the number of elected Directors of the Corporation not later than 35 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 the General Meeting
58.The number of Directors determined by the Board under Articles 57 shall be elected to office by the Members of the Corporation in General Meeting in
the following manner namely:-
(a)A member shall have such number of votes as is equal to the product of 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 her may
choose.
(c)The candidate who gets the highest number of votes shall be declared elected as Director, and then the candidate who gets the next higher
number of votes shall be so declared and so on, until the total number of Directors to be elected has been so elected.
59.Any person, whether he is a retiring Director or otherwise shall not be legible for election as a Director unless his candidature for election has been
lodged in writing at the office not less than fourteen days before the meeting at which an election of Directors is to take place, a notice of his
intention to offer himself for election as a Director.
60.A Director elected under Article 58 shall hold office for a period of not more than three years unless he earlier resigns, becomes disqualified for being a
Director, or otherwise ceases to hold office.
61.The Corporation in General Meeting may be Resolution remove a Director from office appointed in Article 56, 58 or 63 in manner provided in Section
181 of the Ordinance.
62.The continuing Directors may act notwithstanding any vacancy in their body, but if the minimum falls below the number fixed by Article 57 hereof, the
Director shall not, except for the purpose of filling a vacancy in their number of for convening a General Meeting, act so long as the number
remains below the minimum.
Number, Powers & duties of Director.
40. Eligibility for election.
Removal
Continuing Directors to act.
63.The Directors may at any time appoint any person to be a Director to fill a casual vacancy in the Board, Any directors so appointed shall hold office for
the remainder of the term of the Director he replaces.
64.Subject to Article 59 any director appointed under the preceding Article shall be eligible for election as Director at the next following election of
directors.
65.The Board may pay and agree to pay pensions or other retirement, superannuation, death or disability benefits or allowances to any person in respect of
any director or former Director who may hold or may have held any executive office or employment under the Corporation, or any subsidiary
Company of theCorporation, or its holding Company, if any, and for the purpose of providing any such pensions or other benefits or allowances,
may contribute to any scheme or fund, may make payments towards insurance or trusts in respect of such persons.
41. PROCEEDING OF DIRECTORS
66.The Directors may meet together for the despatch of business, adjourn, and otherwise regulate meetings of theBoard as they think fit. A Director may at
any time, and the Secretary shall on the written requisition of two Director at any time, summon a meeting of the Board. At lease seven clear days
notice must be given to all directors to summon a meeting shall set forth the purpose for which such meeting is summoned, wit h the consent of
all the Directors entitles to receive notice of a meeting or to attend or vote at any such meeting, a meeting of the Board may be convened by
shorter notice than specified in this Article. In a year, at least two meetings of the Directors shall be held.
67.A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and
discretion by or under the Articles vested in or exercisable by the Board generally. The quorum for Board Meeting shall be 1/3 of the total
number of Directors or four(4) whichever is greater. Questions arising at any meeting shall be decided by majority of votes. In the case of an
equality of votes, the Chairman of the meeting shall have a second or casting vote.
68.The Chairman shall, whenever present preside as Chairman is present and not willing to act or is absent beyond ten minutes after the time fixed for
holding the same, in his absence the directors present shall within fifteen minutes of the time fixed for the meeting choose one of their member
to be Chairman of such meeting.
69.All acts done by any meeting of the Board or a Committee of directors, or by any person acting as a Director or alternate Director shall, notwithstanding
that it be afterward discovered that there was some defect in the appointment of any such Directors or persons acting as aforesaid, or that they or
any of them were disqualified, be as valid as if every such Director or person had been duly appointed and was qualified to be a Director.
70.A resolution in writing signed by all the directors for the time being entitled to receive notice of a meeting of directors shall be as valid and effective as
if such resolution had been passed at a meeting of Directors duly convened and held.
ALTERNATE DIRECTORS
71.Any Director not permanently resident in Pakistan or any director so resident by intending to be absent from Pakistan for a period of not less than three
months may appoint any person acceptable to the Board to be Alternate
43. Residing Directors Meeting.
Whether meeting of the Board of Committee valid not withstanding defective appointment etc.
Resolution by circulation.
Alternate Directors.
Director of the Corporation to act for him. Every such appointment shall be in writing under the hand of the Director making the appointment. An alternate
Directors so appointed shall not be entitled to appoint another Director, but shall otherwise be subject to the provision of the Article with regard
to Director, except that he shall require to share qualification. An alternate Director shall be entitled to receive notices of all meetings of the
Board, and to attend and voted as a Director at any such meetings at which the Director appointing him is not personally present, and generally to
perform all the functions of his appointer as Director in the absence of such appointer. An alternate Director shall ipso facto cease to be an
alternate Director if and when his appointer returns to Pakistan or the appointee is removed from office by notice in writing under the hand of
appointer.
72.The appointment of an alternate Director will constitute leave of absence from the Board to the Director for which such alternate is appointed during
such Director's absence.
COMMITTEE OF DIRECTORS
73.Subject to the provision of section 196 of the Ordinance, the Board may from time to time delegate all or any of their powers to a Committee of
Committees consisting of two or more directors as they think fir. Any committee so formed shall confirm to any regulations that may be imposed
upon it by the Board and shall be governed, in the exercise of the powers so delegated, by the provisions herein contained for regulating meetings
and proceeding applicable to the Directors.
CHAIRMAN
44. 74.Upon each election of Directors, the Director may appoint Chairman from amongst themselves, who shall be the Chairman of the Board.
75.The Chairman shall, subject to the control and supervision of the Board of Directors, have the power to make all the purchases and sales, to enter into all
other acts and things which are necessary or desirable in carrying out its objects and to institute, conduct, defend, compromise, refer to arbitration
and abandon legal and other proceedings, claims and disputes in which Corporation is concerned, to operate banking accounts, and to sign on
Corporation's behalf bills, notes, receipts, expenses, endorsements, cheques, release, contracts, conveyance, deeds, acknowledgement and all
other documents, and to appoint and employ in or for the purposes of the transaction and management of the affairs.
And business of the Corporation, or otherwise for the purpose thereof, and from time to time, remove or suspend Manager, Officers, Clerks, Servants, and
other employees, as he shall think proper, with such powers and duties and upon such terms and durations of employments, remunerations or
otherwise, as he shall think fit. The Chairman may delegate all or some of his powers to Chief Executive, other Directors, Managers, Agents,
Agents or other persons such powers of attorney as he may deem expedient at pleasure to revoke.
MANAGEMENT
76.The whole and affairs of the corporation shall subject to the control and supervision of the Board of Directors, be managed and controlled by the Chief
Executive.
CHIEF EXECUTIVE
(i)The Board of Directors shall appoint a Chief Executive who shall manage the affairs of the Corporation on behalf of the Board.
46. (ii)He will be a full time officer of the Corporation and shall receive such salary and allowances as the Board may determine.
(iii)He shall perform such duties as given below subject to the supervision of the Board of Directors.
(a)To pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Corporation.
(b)To purchase, or otherwise acquire for the Corporation property, rights, privileges which the Corporation is authorised to acquire at such price and
generally on such terms and conditions as they think fit, and to sell, to let, exchange or otherwise dispose of all or any part of the properties,
privileges and undertaking of the Corporation as they may think fit.
(c)To make, draw, endorse, sign, negotiate and give all cheques, bills of lading, drafts, hundies and promissory notes, and other negotiable and transferable
instruments required in the business of the Corporation and may also sign and give receipt, release and other discharge for money payable to the
Corporation and for the claims and demands the Corporation.
(d)To exercise all and every or any of the powers for the e being vested in this Corporation as the manager, Secretaries or other officers of any other
47. company, firm or person and for the purposes aforesaid may sign, seal, execute and do all such documents, acts, deeds and things as may be
deemed necessary.
(e)To appoint, employ and instruct Solicitors and Counsels.
(f)To pay for any property, rights, privilege, acquired by or services rendered to the Corporation either wholly or partially in cast or in bonds, debentures or
other securities of the Corporation and any such bonds, debenture or other securities may be either specifically charged upon all or any part of the
property of the Corporation not so charged.
(g)To secure the fulfillment or any contracts of engagement enter into by the corporation by mortgage or charge of all or any of the property of the
Corporation for the time being in such other manner as may be thought fit.
(h)To appoint and remove or suspend such Managers, Secretaries, Officer, Clerks, Assistants and Servants for permanent, temporary or special services ,
and to determine their powers and duties and fix their salaries or emoluments and to required security in such instances and to such amount as
they may deem fit.
(i)To appoint any person or persons (whether incorporated or not) accept and hold in trust for the Corporation any property belonging to the Corporation
interested or for any other purposes and execute and do all such deeds, documents and things as may be requisite in relation to any such trustee or
trustees.
(j)To institute, conduct, defend, compound or abandon any legal proceedings by or against the Corporation or its officers or
48.
49. otherwise concerning the affairs of the Corporation and allow time for the payment or satisfaction of any debts due from and of any claims or
demands by or against his Corporation.
(k)To refer any claims or demands by or against the Corporation to arbitration and observe and perform the awards.
(l)To act on behalf of the Corporation in all matters relating to bankrupts and insolvent.
50. (m)From time to time to provide for the management of the affairs of the Corporation either in different parts of Pakistan or elsewhere in such
manner as they think fit and in particular to establish branch offices and to appoint any person to be the Attorney or Agents of the
Corporation or so far as the terms of appointment of the Corporation to the office of Managers, Secretaries, Agents of any other
Company, firm or person will permit, to be Attorney or Agents of such other Company, firm or person with such powers (including
such powers to sub-delegate) and upon terms as may deem fit ex Managing Agents.
(n)To invest and deal with the surplus moneys of the Corporation not immediately required for the purpose thereof upon such securities (not
shares in the Corporation) and in such lawful manner as they may think fit and from time to time to vary or realize such investments
abut not to act as an investment Corporation Business or Transaction.
(o)To give to any person employed by the Commissioner of the profits or any particular of business or transaction.
(p)From time to time to make vary, repeal bye-laws for the regulation of the business of the Corporation, its Officers and Servants.
(q)To establish, maintain, support and subscribe to any charitable or public object and any institution ,society or club which may be for the
benefit of the Corporation or its employees or may be connected with any town or place where the Corporation carried on business, to
given pensions, gratuities, or charitable aid to wives, children or dependents or such person or persons, that may appear just or proper,
whether any such person, his widow, children or dependents have or have not a legal claim upon the Corporation.
(r)To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in
the name and on behalf of the Corporation as may be considered expedient for or in relation to any of the matters aforesaid or otherwise
for the purpose of the Corporation.
(s)Before recommending any dividend to set aside portions of the profits of the Corporation to from a fund to provide for pensions, gratuities or
compensation or to create any provident or benefit Fund.
(t)To raise an borrow money from time to time for the purposeof the Corporation on themortgage of its property or any part thereof or otherwise
and either including any part of the capital of Corporation on any bond or debenture payable to bearer or otherwise or on mark up
51.
52. basis and repayable in such manner and generally upon such terms as they thing fit.
53. (u)To open current account or letter of credit for any amount with any bank and to give instructions for operation of such accounts.
(v)To appear before any civil, criminal revenue, excise, income tax and other authorities for and on behalf of the Corporation and to sign any statement and
documents on behalf of the Corporation, and to sign Mukhtarnamas, etc on behalf of the Corporation, in favour of any person t o represent,
defend and safeguard the interests of Corporation.
(w)To make and alter rules and regulations concerning the time and manner to payment of the contributions of the employees and the Corporation
respectively to any such fund the accrual, employment and suspension of the benefits of the said fund and to the application and disposal thereof,
and otherwise in relation to the working and management of the said fund.
DISQUALIFICATION OF DIRECTORS
77.Subject to the provisions of Section 187 and 188, the office of a Director shall be vacated if;
(a)he is found to be of unsound mind by Court of competent jurisdictions: or
(b)he or any firm of which he is partner or any private Company of which he is director, without the sanction of the Corporation in general
meeting, accepts are over, holds any office of profit under the Company as Director or Manager or a legal or technical or advisor or a
banker.
(c)he absents himself from three consecutive meetings of the Directors, are for all meetings of the Directors for a continuous period of three
months, whichever is the longer without leave or absence from the Board; or
(d)he suffers from any of the other disqualification or disabilities mentioned Section 187;
(e)he resigns his office by notice in writing to the Corporation; or
(f) he fails to obtain within two months after his appointment or at any time thereafter cease to hold, the share qualification if any, necessary for
his appointment.
78.A register shall be kept by the secretary in which shall be entered particulars of all contracts or arrangements to which Article 90 app lies.
54. SECRETARY
79.The Board shall appoint a secretary of the Corporation who shall perform such functions and duties as are required in these Articles, and as may be
directed by the Board.
56. Secretary.
THE SEAL
80.The Board shall provide a Common Seal for the purposes of the Corporation and for the safe custody of the Seal, and the Seal shall never be used except
57. by the authority of the Board or a Committee of Directors authorized in that behalf by the Directors and in the presence of at least two Directors
and of the Secretary or such other person as the Directors may appoint for the purpose, and these two Directors and Secretary or other person
shall sign every instrument to which the seal is so affixed in their presence. The Board shall also have power to destroy the Seal and substitute a
new Seal therefore, if necessary:
81.The Board may provide for the use in any territory, district or place not situated in Pakistan of an official Seal which shall be a facsimile of the
Common Seal of the Corporation, with the addition on its face of the name of every territory, district or place where it is to be used. The
provisions of Ordinance shall apply relative to the use of the official Seal.
DIVIDENDS AND RESERVES
82.Subject to the provisions of section 248, the Corporation in General Meeting declare dividends, but no dividends shall exceed the amount recommended
by the Board.
83.The Board may from time to time pay to the members such interim dividends as appear to be justified by the Profit of the Corporation. The Board may
also pay any fixed dividends which are payable on any share of the Corporation hall yearly or otherwise on fixed dates, whenever such profits, in
the opinion, of the Board, justify that course.
84.No dividends shall be paid otherwise than out of the year, or any other undistributed profits from prior years.
85.Subject to the rights of any person entitled to shares with special rights as to dividends, the profits distributed as dividends shall be distributed among
the share holders, and all dividends shall be declared and paid according to he amounts paid on the shares. If any share is issued on the terms that
it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.
86.The Board may before recommending any dividend, set aside out of the Corporation which sum as they think proper as a reserve or reserves, which
shall, at the discretion of the Board, be applicable for meeting contingencies, for equalizing dividends, or for any other purpose to which the
profits of the Corporation may be properly applied, and pending such application may, in the like discretion, either be employed in the business
of the company, or be invested in such investment, (other than shares of the Corporation), as the Board may subject to the provisions of the
Ordinance from time to time think fit.
87.If several persons are registered as joint holders of any shares, any one of them may give effectual receipts for any dividends payable on the share.
88.No dividend shall bear interest against the Corporation.
58. 89.Notice of any dividend that may have been declared shall be given by advertisement in Newspaper circulating in the province in which the registered
office of the Corporation is situated.
90.Subject to the provision of the Ordinance, any dividend may be pair by cheque or warrant sent through the post to the registered address of the member
or
Custody of Common seal.
Office Seals.
Declaration of dividends & restrictions on amount thereof.
Interim Dividend.
No dividend except out of profits.
59. Distribution of Dividends.
Powers of Board to create reserve.
Receipts of dividends by joint holders.
No interest on dividend.
Notice of dividend.
Payment by post.
person entitled thereto, or in the case of joint hold at his registered address, or such person and at such address as the member or person entitled or such
joint holder, as the case may be, may direct, every such cheque or shall be made payable to the order of the person to whom it is sent, or to order
of such other person as the member of person entitled of such joint holders as the case may be, may direct.
91.The dividend shall be paid in the manner and within the period laid down in the ordinance the unclaimed dividends may be invested or otherwise used
by the Board for the benefit of the Corporation until claimed.
CAPITALIZATION OF PROFITS
92.Any general meeting may, upon recommendation of the Board, resolved that any undistributed profits of the Corporation, (including profit carried and
standing to the credit of any reserve of reserves or other special accounts or representing premium account and capital reserves arising from
realized or unrealized appreciation of the assets or goodwill of the Corporation or from any acquisition/sale of interest in other undertakings) not
required for paying the dividends of any shares issued with preferential or other special or privileges in regard to dividend, be capitalized. Such
capitalized undistributed profits and reserves shall be distributed amongst such of the share holders as would be entitled to receive the same if
distributed by way of dividend, and in the same proportion, on the footing that they become entitled thereto as capital. All or any part of such
60. capitalized funds may be applied on behalf of such share holders for payment in full or in part either at par or at such premium as the resolution
may provide for any unissued shares or debentures of the Corporation which shall be distributed accordingly, and such distribution or payment
shall be accepted by such share holders in full satisfaction of their interest in the said capitalized sum.
ACCOUNTS
93.The Board shall cause to be kept proper books of accounts as required under Section 230 of the Ordinance with respect to:
(a)All sums of money received and expended by the Corporation and the matter in respect of which the receipts and expenditure take place;
(b)All sales and purchase of goods made by the Corporation.
(c)The assets and liabilities of the Corporation.
94.The books of accounts shall be kept at theoffice or at such other place as the Board shall think fit and shall be open to inspection by the Directors during
business hours.
95.The Board shall from time to time determine whether and to what extent and at what times and place and under what conditions of regulations the
accounts and books of the Corporation or any of them shall be open to inspection of Members, and no Member shall have any rights to inspect
any account or book or document of the Corporation except as conferred by law or authorised by the Board or by
Special Resolution of the Corporation in General Meeting.
96.Once at least in every year, the Directors shall cause to be prepared and lay before the Corp oration in General Meeting a balance sheet and profit and
loss account both made up in accordance with the Ordinance and to a date not more than six months before the date of the meet ing. Every such
balance sheets
62. Books of accounts to be kept.
Where kept.
Inspection of Members.
shall be accompanied by a Auditor's and the Directors Report in accordance with the provisions of the Ordinance in the behalf. The directors shall comp ly
with the requirements of Section 231 to 236.
97.The profit and loss account as required under the Ordinance shall be so arranged under the most convenient heads the amount of gross income,
distinguishing the several sources from which it has been derived, and the amount of gross expenditure distinguishing the exp enses of the
establishment, shares and other like matters. Every item of expenditure fairly chargeable against the year's income shall be brought into account,
so that a just balance of profit and loss may be laid before the meeting, and in case where any item of expenditure which may in fairness be
63. distributed over several years has been incurred in any one year, the whole amount of such item shall be stated, with the addition to the reason
why only a portion of such expenditure is charged against the income of the year.
98.A copy of the report of the Directors and of the balance sheet(including every document required by law to be annexed thereto) and of the profit and less
account shall be sent to all Member alongwith the notice convening the General Meeting before which the same are required to be laid.
AUDIT
99.First Auditors of the Corporation shall be appointed by theDirectors within 60 days of the date of incorporation of the Corporation who shall hold office
uptil the first Annual General Meeting. The remuneration of the first Auditors shall be determined by the Director and that of the subsequent
Auditors shall be determined by the Corporation in the General Meeting.
NOTICES
100.Subject to the provisions of the Ordinance a notice may be given by the Corporation to any member or Director either personally or by sending it by
post to him at his registered address or, (if no registered address in Pakistan) to the address, if any, within Pakistan supp lied to the Corporation
for the giving of notices to him.
101.Where a notice is sent by post, service of the notice shall be deemed to be effective by properly addressing, prepaying and posting a letter containing
notice, and unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post.
102.If a member or Director has not registered address in Pakistan, and has not supplied to the Corporation an address within Pakistan for the giving of
notice to him a notice addressing to him or to the shareholders generally and advertised in a newspap er circulating in the neighborhood of the
registered office of the Corporation shall be deemed to be duly given to him on the day on which the advertisement appears.
103.A notice may be given by the Corporation to the Company to the joint holders of a share by giving the notice to the joint holder named first in the
register in respect of the share.
104.A notice may be given by the Corporation to the person entitled to a share in consequence of the death or insolvency of a member who but for his
death or insolvency of member by sending it through the post in a pre-paid letter addressed to them by name, or by the title of representative of
the deceased, or assignee of the insolvent, or by any like description, at the address (if any) in Pakistan supplied for the purpose by the person
claiming to be so entitles, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been
given if the death or insolvency had not occurred.
64. Copies of Directors report and balance sheet to be sent to Members.
Appointment of Auditors and their duties.
How notice to be served on Members.
65. Notice to members abroad advertising in newspapers.
Notice to joint holder.
105.Notice of every general meeting shall be given in some manner herein before authorised to (a) every member of the Corporation except those
members, who, having no registered address within Pakistan, have not supplied to the Corporation any address within Pakistan for the giving of
notices to them, and also to (b) every person entitled to a share inconsequence of the death or insolvency would be entitled to receive notice of
the meeting, and (c) to the Auditors of the Corporation for the time being.
SECRECY
106.Every Director, Chairman, Secretary, Manager, Auditor, Trustee, member of a committee, officer, servant, Agent, Accountant, or other persons
employed in the business of the Corporation, shall if so required, by the Board, before entering upon his duties, sign a declaration in the form
approved by the Board, pledging himself to observe strict secrecy, representing all transactions of the Corporation with the customer and the state
of accounts with individuals and in matter relating
thereto, and shall be declaration pledge himself not to any of the matters which may come to him knowledge in the discharge of his duties except when
required so to do by the Board or by any General Meeting, or by a court of law, and except, so far as may be necessary in order to comply with
any provision in these presents contained.
107.No member or other person (not being a Director) shall be entitled to enter the property of the Corporation, or to inspect or examine the Corporation's
66. premises or properties of the Corporation without permission of the Board or the Chairman, and to require disclosure of any information
respecting any detail of the Corporation's trading, or any matter which is or may be in the nature of a trade secret, mystery of trade, or secret to
the conduct of the business of the Corporation and which in the opinion of the Board will be inexpedient in the interest of t he Members to
communicate.
108.The Chief Executive, Directors, Auditors, Secretary and other officers for the time being of the Company and any trustees for the time being acting in
relation to any of the affairs of the Company and heirs, executors, administrators respectively shall be indemnified out of the assets of the
Company form and against all suits, proceedings, costs, charges, losses, damages and expenses which they or any of them shall or may incur or
sustain by reason of any act done or omitted in a or about the execution of their duty in their respective officers or trusts except such (if any) as
they shall incur or sustain by or through their own willful neglect or default respectively and no such office or trustee shall be answerable for the
acts, receipts, neglects or, defaults of any other officer or trustee or for jointly in any bankers or other person with whom any money or effect
belonging to the Company may be lodged or deposited for safe custody or for any insufficiency or deficiency of any securities upon which any
money of the Company shall be invested or for any other loss or damage due to any such cause as aforesaid or which may happen in or about the
execution of his office or trust unless the same shall happen through the willful neglect or default of such officer or trustee.
67. No share-holders to enter the premises of the Corporation without permission.
Indemnity.
68. WINDING UP
109.(1)If the Corporation is wound up, the liquidator may, with the sanction of special resolution of the Corporation and any other sanction required by the
Ordinance, divide amongst the members, in specie or kind, the whole or any part of the assets of the Corporation, whether they consist
of property of the same kind or not.
69. (2)For the purpose aforesaid, liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how
such division shall be carried out as between the members or different classes of members.
(3)The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit on the
contributories as the liquidator, with the like sanction, thinks fit, but so that no member shall be compelled to accept any shares or other
securities whereon there is any liability.
70.
71. We the several person whose names, addresses and descriptions 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 set
opposite to our respective names.
────────────────────────────────┬────────────────┬─────────────────────────┬──────────────
Name, address │ No of │ │ Name,
Description │ Shares taken │ Signature of each │ address
of Subscriber and │ by each │ Subscriber │ & description
Nationality │ subscriber │ │ of the
│ │ │ witnesses
────────────────────────────────┼────────────────┼─────────────────────────┼──────────────
1. Mr. Mohammad Azam Khan, │ │ │
Chief Secretary, NWFP, │ One │ │
Pakistani │ │ │
│ │ │
2. Mr. Ahmad Nawaz Shinwari, │ │ │
Secretary Tourism Deptt: │ One │ │
Pakistani │ │ │
│ │ │
3. Mr. Mohammad Younis Khan. │ │ │
Secretary Finance Deptt: │ One │ │
Pakistani │ │ │
72. │ │ │
4. Mr. Suleman Ghani, │ │ │
Secretary P&D Department, │ One │ │
Pakistani │ │ │
│ │ │
5. Mr. Mehmood Khan, │ │ │
Secretary Forest Deptt: │ One │ │
Pakistani │ │ │
│ │ │
6. Mr. Adam Khan, │ │ │
Secretary C&W Department, │ One │ │
Pakistani │ │ │
│ │ │
7. Mr. Mohammad Naeem Khan, │ │ │
Commissioner Kohat Div: │ One │ │
Pakistani │ │ │
│ │ │
8. Mr. Shakeel Ahmad Durrani,│ │ │
Commissioner Malakand Div:│ One │ │
Pakistani │ │ │
│ │ │
9. Mr. Abdur Rauf Khattak, │ │ │
Commissioner Hazara Div: │ One │ │
Pakistani │ │ │
│ │ │
10. Managing Director, │ │ │
Sarhad Tourism Corporation│ One │ │
Pakistani │ │ │
│ │ │
│ │ │
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Date Day of 19.............
