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PART IX
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THE COMPANIES ORDINANCE, 1984 (Company Limited By Shares) MEMORANDUM OF ASSOCIATION OF SOUTHERN ELECTRIC POWER COMPANY LIMITED |
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The name of the Company is Southern Electric
Power Company Limited
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II. |
REGISTERED |
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| OFFICE | The registered office of the Company will be situated in the Islamabad | |
| Capital Territory. | ||
III. |
OBJECTS |
The objects for which the Company is established are to undertake any or |
| all of the listed following: | ||
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(1) |
To carry on the business of establishing and operating and managing |
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| Electric Power Generating
Projects and transmission systems for generating and supplying Electric Power and to manufacture, assemble, acquire and supply all necessary power stations, transmission systems, cables, wires, lines, accumulators, lamps and works and to generate, accumulate, distribute and supply electricity to customers, both public and private, including but not limited to cities, towns, streets, docks, markets theaters, buildings, industries, utilities and places, both public and private, and for all other purposes for which electric energy can be employed. |
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(2) |
To purchase, acquire, hire, take on lease, build, erect, install, establish, operate, |
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| use, repair, enlarge, alter,
maintain and dispose of factories, machineries, plants, laboratories, equipments, processing, refining, storage, sale and distribution of the products in which the Company is authorized to deal. |
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(3) |
To purchase, take on lease or in exchange, or otherwise acquire, any land to sell, |
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| mortgage, to construct, alter,
repair pull down, decorate, maintain, furnish, renovate and improve buildings, and enter into contracts and arrangements of all kinds with builders property owners, and others. |
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(4) |
To purchase, acquire, take on lease or tenancy, sell, dispose of mortgage |
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| and acquire options over
any property, immovable or movable, or rights of any kind, and develop, improve, turn to account, deal with, mortgage, sell or otherwise dispose of the same in such manner as may be thought expedient. |
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(5) |
To enter into an agreement or any arrangement for sharing profits, union of |
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| interest, co-operation,
joint-ventures, reciprocal concessions, or otherwise with any individual, firm co-operative or other society, company, association, corporate body, Government or local authority or other legal entity necessary or expedient for the purpose of carrying on any business of the Company. |
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(6) |
To open, close and operate banking accounts of the Company with any |
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| bank or banks and to draw,
make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments. |
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(7) |
To receive money on loan, borrow money and secure payment of money in |
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| such manner as the Company
shall think fit, and in particular by (i) the issue of perpetual or redeemable and convertible or non-convertible PTSs, TFCs, debentures, or debenture stock (perpetual or otherwise), bonds, promissory notes, bills of exchange, and such other securities; (ii) furnishing undertakings and guaranteeing the performance by the Company or any other person or company of any obligation undertaken by the Company or any other persons or company as the case may be, depositing securities, shares and documents of title; (iii) hypothecating, charging and mortgaging all or any of the properties and assets (both present and future) of the Company and creating pledge on such properties; and (iv) appointing attorneys, and giving them powers and authority for executing documents, registering documents, selling and managing the properties, under- taking any business of the Company and furnishing and creating such other securities as may be considered expedient; and for the purposes aforesaid, or otherwise, execute, complete and deliver agreements and such other documents as may be required. |
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(8) |
To guarantee the payment of money and the performance of contracts of |
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| engagements of the Company
and to secure the payment of money and the performance of any contracts or engagements entered into by the Company and to discharge any debt or any obligations of or binding upon the Company by a mortgage or charge upon all or any part of the undertaking, property and rights of the Company (either present or future or both), or by the creation or issue of bonds, debenture stocks, or any other securities or by any other means. |
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(9) |
To guarantee the payment of money unsecurred or secured by or payable |
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| under or in respect of
promissory notes, bonds, debentures, debenture stock (perpetual or otherwise), contracts, mortgages, charges, obligations, instruments and securities of the Company and generally to guarantee or become sureties for the performance of any contracts or obligations concerning the business of this Company. |
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(10) |
To draw, make, accept, endorse, seal, execute, negotiate, purchase hold |
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| and dispose of cheques,
promissory notes, bills of exchange, drafts, charter parties, bills of lading, warrants and other negotiable documents and contracts, deeds and other instruments and to cancel and vary such instruments, relating to the business of the Company. |
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(11)
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To apply for, purchase, or otherwise acquire, and protect and renew in any |
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| part of the world any patents,
patent rights, brevets d'invention trade marks, designs, licenses, concessions, and the like, conferring any exclusive or non-exclusive or limited right to their use, or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company, or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licenses in respect of, or otherwise turn to account the property, rights or information so acquired, and to expend money in experimenting upon, testing or improving any such patents, inventions or rights; and to sell any patent rights or privileges belonging to the Company or which may be acquired by it, or any interest in the same, and to grant licenses for the use and practice of the same or any of them and to let or allow to be used or otherwise deal with any inventions, patents or privileges in which the Company may be interested, and to do all such acts and things as may be deemed expedient for turning to account any inventions, patents and privileges in which the Company may be interested. |
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(12) |
To employ and remunerate Directors, officials, agents, employees and |
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| servants of the Company
and any person, firm or body corporate rendering services to the Company either by cash payment or by allotment to him or her or them, as the case may be, of shares or securities of the Company, and to benefit employees of the Company, and to grant pension, gratuities and allowances and to pro- vide houses, amenities and conveniences of all kinds and for the purpose of this paragraph the words "employees" and "ex- employees" shall include respectively, present ad former Directors and other officials, agents, employees, trainees and servants. |
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(13) |
To improve develop, sell, exchange, take on lease, mortgage pledge, |
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| hypothecate, assign, transfer,
dispose of, turn to account or otherwise deal with all or any part of the present and future property and assets, immovable and movable corporeal or incorporeal, tangible or intangible, and any right, title and interest therein of the Company, including rights, licenses privileges, concessions and franchises as may seem expedient. |
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(14) |
To payout of the funds of the Company all expenses of and incidental to the |
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| formation, registration,
advertisement of the Company and the issue and subscription of the share or loan capital including brokerage and/or commission for obtaining applications for or placing or guaranteeing the placing of shares or any debentures, debenture-stock and other securities of this Company and also all expenses relating to the issue of any circular or notice and the printing, stamping, and circulating of proxies and forms to be filled up by the members of the Company. |
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(15) |
To pay for rights or property acquired by the Company and to remunerate |
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| any person or company whether
by cash payment or by the allotment of shares, debentures or other securities of the Company as fully paid up. |
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(16) |
To adopt such means of making known the business, services and products |
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| of the Company as may seem
expedient and in particular by undertaking seminars, training and demonstration programs and by advertising in the press, by circulars and by purchase and exhibition of works of art or interests, by publication of books and periodicals and by granting prizes, rewards and donations. |
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(17) |
To promote constitute, incorporate, form, register and operate any company |
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| or companies or other legal
entities anywhere for any purpose which may seem directly or indirectly calculated to benefit this Company, and/or to subscribe for, take, or otherwise acquire, and hold shares, debentures or other securities of or amalgamate or merge, into 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 to directly or indirectly benefit this Company. |
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(18)
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To establish and maintain or procure the establishment and maintenance of | |
| any contributory or non-contributory
pension or superannuation funds for the benefit of, and give or procure the giving of donations gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary company, or who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary company, or who are or were at any time Directors or officers of the Company or of any such other company as aforesaid, and the wives, widows families and dependents of any such persons, and also to establish and subsidize and subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid, and make payments to or towards the insurance of any such person as aforesaid and do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid. |
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(19) |
To open branches, register the Company and to undertake all or any of the |
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| business of the Company
in any part of the world and to become a member of various associations and trade bodies whether in Pakistan or abroad. |
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(20) |
To apply for and obtain necessary consents, permissions and licenses from |
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| any Government, State,
Local and other authorities for enabling the Company to carry any of its objects into effect or for extending any of the powers of the Company or for effecting any modification of the constitution of the Company or for effecting any modification of the constitution of the Company or for any other purpose which may seem expedient, and to oppose any proceedings or applications which may seem calculated, directly or indirectly to prejudice the interests of the Company, and to enter into arrangements with any Government or authorities, central, provincial, municipal, local or otherwise, public or quasipublic bodies, or with any other persons, in any place where the Company may have interests that may seem conducive to the objects of the Company or any of them and to obtain from any such Government, authorities or persons, any rights, privileges and concessions which the Company may think fit to obtain, and to carry out, exercise and comply therewith. |
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(21) |
To carry on all or any of the business of importers exporters, shipowners, |
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| shipbuilders, caterers
of ships and other vessels warehousemen, wharfingers, merchants, ship and insurance brokers, carriers and forwarding agents. |
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(22) |
To insure the property, assets, and employees of the Company in any |
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| manner deemed fit by the
Company, and to create any reserve fund, sinking fund, insurance fund or any other special fund whether for depreciation or for repairing, insuring, improving, extending or maintaining any of the property of the Company or for any other purpose conducive to the interests of the Company. |
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(23) |
To invest the surplus moneys of the Company not immediately required in |
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| any manner but not to act as an investment company. | ||
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(24) |
To advance money or give credit to such persons or companies and on such |
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| terms as may seem expedient,
and in particular to customers and others having dealings with the Company. |
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(25) |
To import, export, buy, sell, own, install, and/or rent machinery and other |
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| equipment goods, materials
and spare parts required for or in connection with the business of the Company. |
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(26) |
To carryon any other business, whether agricultural, industrial, commercial, |
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| engineering, consultancy,
construction, mining, manufacturing or trading which may seem to the Company capable of being conveniently carried on in connection with the above, calculated directly or indirectly to enhance the value of or render profitable any of the Company's property or rights and to acquire and undertake the whole or any part of the business, property, and liabilities of any person or company carrying on or proposing to carryon any business which the Company is authorized to carryon, or possessed of property suitable for the purposes of the Company, or which can be carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly to benefit the Company. |
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(27) |
To enter into partnership or other joint venture or co-operation with any |
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| person or company or other
legal entity, local or foreign, carrying on or engaged in any business or transaction which this Company is authorized to carryon or engage in, or otherwise assist and such person or company or legal entity. |
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(28) |
To receive, declare and distribute profits and to capitalize such portion of the |
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| profits of the Company
as are not distributed among shareholders of the Company in the form of dividends, and as the Company may think fit, and to issue bonus shares, as fully paid up, in favour of the shareholders of the Company. |
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(29) |
To file or register any documents required to be filed or registered under law, |
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| and to pay any fees, charges,
expenses, rents, taxes, duties and other dues payable in connection with the business or operation of the Company. |
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(30) |
To make rules or regulations not inconsistent with this Memorandum, to |
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| provide for all matters
for which provision is necessary or expedient for the purpose of giving effect to the provisions of this Memorandum and the efficient conduct of the affairs of the Company. |
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(31) |
To improve, manage, develop, grant rights or privileges in respect of, or |
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| otherwise deal with, all
or any part of the property and rights of the Company and to establish laboratories, research and development centers to perform such research and development as the Company may deem advisable or feasible, and to expend money on experimenting upon and testing and improving or securing any process, or processes, patent or protecting any invention or inventions which the Company may acquire or propose to acquire or deal with. |
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(32) |
To accept, buy, sell, market, supply, transfer (including transfer of |
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| actionable claims) or deliver
any and every kind of moveable property for such price and subject to such terms, conditions and warranties as the Company may think fit. |
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(33) |
To sell improve, manage, develop exchange, lease, mortgage, enfranchise, |
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| dispose of, turn to account,
or otherwise deal with, all or any part of the property, assets or undertaking of the Company for such consideration as the Company may think fit, and in particular for shares, debentures, or other securities of any other company whether or not having objects altogether or in part similar to those of this Company, and to distribute among the members in specie any property of the Company. |
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(34) |
To accept or give security, including but not limited to promissory notes, |
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| indemnity bonds guarantees
assignments, receipts, bailments, pledges, hypothecations, liens, mortgages and charges, against the credit extended or moneys borrowed in connection with the business of the Company. |
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(35) |
To settle disputes by negotiation, conciliation, mediation arbitration, |
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| litigation or other means
and to enter into compromise with creditors, members and any other persons in respect of any difference or dispute with them. |
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(36) |
To develop and/or transfer technology and to acquire or pass on technical |
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| know-how. | ||
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(37) |
To train personnel and workers, both in Pakistan and abroad, to obtain |
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| technical proficiency in
various specialties connected with the business of the Company. |
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(38) |
To carryon the business of common carriers of goods and passengers by |
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| road, rail, air, or water
and also to carryon the business of designers, manufacturers, buyers, sellers, hirers, renters, agents, dealers, distributors, repairers, exporters, importers, owners, and charterers of road vehicles, aircraft and ships, and to engage in any business of communication. |
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(39) |
To vest any real or personal property, rights or interests acquired by or |
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| belonging to the Company
in any person or company on behalf of or for the benefit of the Company, and with or without any declared trust in favour of the Company, and to undertake and execute any trust the undertaking whereof may seem desirable, and either gratuitously or otherwise. |
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(40) |
To underwrite the shares or securities of any other company and to pay |
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| underwriting commission
and brokerage on any shares or securities issue by the Company. |
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(41) |
To aidpecuniarily or otherwise, any association, body or movement having |
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| for an object the solution,
settlement, or surmounting of industrial or labor problems or troubles or the promotion of industry or trade. |
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(42) |
To distribute among the Members in specie any property of the Company, |
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| or any proceeds of sale
or disposal of any property of the Company, but so that no distribution amounting to a reduction of capital be made except with the sanction (if any) for the time being required by law. |
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(43) |
To do all or any of the above things, either as principals, agents, |
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| contractors, or otherwise
and either alone or in conjunction with others, and either by or through agents, sub-contractors, trustees, or otherwise, and either alone or in conjunction with others, and to do all such things as may be deemed incidental or conducive to the attainment of the objectives as specified in Object (1) of the Object Clause III. |
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(44) |
The Company shall not engage in banking business or business of an |
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| investment company, insurance
or leasing or any unlawful business. Declaration: It is hereby declared that (a) the word "company" in this clause except where used in reference to this Company, shall be deemed to include any partnership or other body of persons, whether corporate or unincorporate, and whether domiciled in Pakistan or elsewhere; (b) the objects specified in each of the paragraphs of this clause shall be regarded as independent objects, and accordingly shall in no way be limited or restricted (except where otherwise expressed in such paragraphs) by reference to or inference from the terms of any other paragraph or the name of the Company, but may be carried out in as full and ample a manner and construed in as wide a sense as if each of the said paragraphs defined the objects of a separate and distinct company; (c) notwithstanding anything contained in the foregoing object clauses of this Memorandum of Association, nothing herein shall be construed as empowering the Company to undertake or indulge in the business of banking finance, investment or insurance directly or indirectly, as restricted under law or any unlawful operations. |
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IV. LIABILITY: |
The liability of the Members is limited. |
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V. SHARE CAPITAL: |
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| The Authorized Share Capital of the Company is Rs. 1,000,000,000 | ||
| (Rupees One billion only)
being 100,000,000 (One hundred million) Ordinary shares of Rs. 10/- each. The Company shall have the power to increase, reduce or reorganize the Capital of the Company, subdivide the Share Capital of the Company, into different classes in accordance with the provisions of the Companies Ordinance 1984. |
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