project of law by mian mohsin mumtaz ... formation of a company new article of association..memorandum..ehsaan dawakhana..artificail

2. GROUP NAME

3. SLOGAN

4. GROUP MEMBERS
MOHSIN MUMTAZ
OWAIS HAMEED
MUHAMMAD ISHFAQ
 ZIA-UR-REHMAN
AHTASHAM SHAH
MHAMMAD MUHAYYUDIN

5. Our company
EHSAAN DAWAKHANA
COMPANY PRIVATE LIMITED.

6. IDEA GENERATION

7. IDEA GENERATION
When we observe our city rahim yar
khan there is lack of of unani medicine
because there is no company of unani
medicine which provide health care
facilities through tibb—e-unani. And by
visiting different areas of rahim yar khan
we conclude that people need unani
medicine because unani medicine
provide natural results and better results.

8.  We thought that by introducing the
unani medicine company in rahim yar
khan we can improve the healthy life of
people.so we decide to use herbal
ingredients to cure the diseases of
people that’s why we decide to start
our company which is EHSAAN
DAWAKHANA company pvt.ltd.

9. VISION
 “To welfare of humanity to preserve
and to improve quality of life by
providing high quality herbal products”

10. MISSION
 “We are fast focused flexible and
socially our mission is to make lives
healthy and happy”

11. CORE VALUES

12. OUR CULTURE
 It’s really the people that make EHSAAN
DAWAKHANA the kind of company it is. We hire
people who are smart and determined, and we favor
ability over experience. Although the employees of
our company can share common goals and visions
for the company. . In our monthly all-hands
meetings—not to mention over email ,employees
ask questions directly to CEO , DIRECTORS and
other execs about any number of company issues.

13.  We strive to maintain the open culture
often associated with startups, in which
everyone is a hands-on contributor and
feels comfortable sharing ideas and
opinions.

14. CULTURE
CEO’s
Stakeholders
LEADERS
Managers
Employees
&
Consumers

15. PHILOSPHY OF TIBB-E-UNANI
The foundation of the Unani system of
medicine is based on Hippocrates’
theory of the four humours in the
human body, a concept which forms the
basis of Ayurveda as well. Expounding
on the idea put forth by the Greek
philosopher Empedocles (d. 430 BC) of
the four elementary roots of all matter
(earth, water, air and fire

16.  Hippocrates propagated the theory that the
human body was also a composition of 4
elements which he categorized as blood,
phlegm, yellow bile and black bile. He
believed that each individual had a distinct
composition of these humours which
determined their particular body
temperament. It was the equilibrium of these
humours or elements which resulted in
health and any kind of imbalance in their
original composition resulted in illness.

18.  The scientists of the East quickly realized that nature
had provided the cure for all illnesses and it was up
to them to unlock the secret therapeutic efficacy of
all organic substances abundant in nature.
Therefore Tibb-e-Unani developed on this idea and
sharply focused on the pharmacokinetics of herbs
and other organic materials to restore and maintain
the balance of the bodily humours. This led to the
use of a vast variety of indigenous as well as exotic
herbs, shrubs, minerals etc, which came into wide
use to cure a wide range of diseases.

19. OUR PRODUCTS

20. LOSE UP TO 30 POUNDS OF
PURE BODY FAT IN THE NEXT
30 DAYS
 Extra smart course
super formula and
proprietary blend of
natural herbs
provides a "NO fail"
option for anyone
carrying those hard
to lose spare
pounds.

21. FIT HEIGHT COURSE
 Grow taller by
increasing your
own natural growth.
 Grow taller –faster
naturally

22. MEMORANDUM OF
ASSOCIATIONOF EHSAAN
DAWAKHANACOMPANY
Presented by MUHAMMAD
ISHFAQ

23. CONTENTS IN
MEMORANDUM
NAME OF THE COMPANY
REGISTERED HEAD OFFICE
OBJECTS OF THE COMPANY
 LIABILITY OF MEMBERS
AUTHORIZED CAPITAL
ASSOCIATION CLAUSE AND
SUBSCRIPTION

24. MEMORANDUM
I. The name of the Company is EHSAAN
DAWAKHANA COMPANY PRIVATE
LIMITED.
II. The registered HEAD OFFICE of the
Company will be situated at ABU-DHABI
ROAD RAHIM YAR KHAN.

25. III- Main OBJECTS OF THE
COMPANY
 To satisfy customer need.
 To develop a plan for capturing the market of UNANI
medicine to become market leader In UNANI medicine.
 To develop a well structured plan for organization.
 To plan and execute training of personnel
 To make lives healthy and happy.
 To welfare of humanity
 To provide high quality herbal products

26.  To establish a well structured supply chain not only
in RAHIM YAR KHAN but also all over the country.
 To provide the real benefits of herbal products.
 To create ‘Shura-e-Ehsaan’ to provide an open
platform to scholars for discussions and making
suggestions to redress the problems facing by the
nation.
 To establish and operate TIBB-E-UNANI research
center for the development and promotion of TIBB-E-
UNANI.
 To carry on business as a leading herbal medicine
provider, manufacturer in Pakistan.
 To Establish clinics and laboratories

27. OBJECTS TO FULFILL MAIN
OBJECTS
 To identify customer need.
 Customer satisfaction comes only with effective
products we ensures this by adhering to the most
stringent international standards, including WHO
requirements
 To employ people including( hakims, doctors,
scientists, pharmacists, technicians, and other
skilled and unskilled personnel
 To pay salary/wages/fee including consultancy,
retainer-ship fee, sitting fee or rent and incur all
other expenses needed in fulfillment of the objects of
the Company.

28.  To manufacture traditional herbal medicines
and products in the most modern plants,
using update machinery and techniques
 To provide less costly but quality products.
 To pay all expenses, preliminary or
incidental to the formation of the
Company and its registration.

29. IV- LIABILITY OF THE
MEMBERS
IV- LIABILITY OF THE MEMBERS IS
LIMITED.

30. V- Authorize capital and
division
 Authorized capital of the company is
Rs120000000 (Rs12 crore)
 Divided into 6000000 shares into 3000000
Equity Shares of Rs 20/-each and 3000000
Redeemable/Non- Redeemable,
Cumulative/Non- Cumulative Preference
Share of Rs 20/- each.

31. VI-Association or Subscription
Clause
Sr- No
Name, Address, description,
occupation
Numer of
Equity Shares Witness
1 KASHIF, RYK.PAK 10(ten)
ASLAM
2 HAMEED, RYK.PAK 10(ten)
3 ADNAN, RYK.PAK 10(ten)
4NADEEM, RYK.PAK 10(ten)
TOTAL 40 Forty

32. ARTICLE OF ASSOCIATION
OF EHSAAN DAWAKHANA
COMPANY
PRESENTED BY AHTASHAM
SHAH

33. NUMBERS OF MEMBERS
The number of Members of the
Company are three which names are:
AHTASHAM SHAH,
 ZIA-UR-REHMAN,
MUHAMMAD MUHAYYUDIN

34. DIRECTORS
 .The following persons shall be the first
directors of the Company and shall
hold the office up to the date of First
Annual General Meeting:
 MUHAMMAD ISHFAQ
 OWAIS HAMEED

35. AUTHORISED CAPITAL
AND SHARE CAPITAL:
The authorized share capital of the
Company shall be as per Clause V of
the Memorandum of Association. The
minimum paid-up Capital of the
Company shall be Rs 100,000 (Rupees
One Lac only).

36. RESTRICTIONS ON USE OF
SHARES
 The promoters of the Company shall be
prohibited from transferring the majority
Shares held by it in the Company till such time
that the loan(s), grant(s) or any other financial
assistance (as the case may be) sanctioned to
it by the EHSAAN DAWAKHANA if any, are
repaid in full.
 Shares shall be transferred by a holder only
upon prior consent of the Board but this
restriction shall not apply to transfers in favor
of Director(s) appointed by EHSAAN
DAWAKHANA or the EHSAAN
DAWAKHANA company calls.

37. REDUCTION OF CAPITAL:
Subject to the provisions of sections
100 to 104 of the Act and the
provisions of these Articles in this
behalf, the Company may, from time to
time, by Special Resolution, reduce its
Capital and the Capital may be paid off
on the basis that it may be called up
again or otherwise.

38. TRANSFER AND
TRANSMISSION OF
SHARES:
 The right of Members to transfer their Shares shall
be restricted as follows:-
 Subject to the provisions of Article, the Shares can
be transferred to any a person approved by the
Board.
 The Shares shall be transmitted to the legal heirs
by the Board in accordance with the provision of
the Act.
 Subject the Act and these Articles, no transfer of
any Share in the Capital of the Company shall be
made or registered without the previous sanction
of the Board, Board shall also have power to
decline transfer of any Shares which would
contravene Article hereto.

39. POWERS,VOTING,MEETING
Presented by ZIA-UR-REHMAN

40. BORROWING POWERS:
The Articles and the prior consent of
EHSAAN DAWAKHANA, the
Company may receive grants, borrow
money, on such terms and conditions
and from such sources as determined
by the Board, for advancing the objects
of the Company.

41. GENERAL MEETINGS:
 Statutory general meeting:
 The statutory general meeting of the company
shall be held within the period required by
section 157.
 The Annual general meeting of EHSAAN
DAWAKHANA company, shall be held, within
eighteen months from the date of incorporation
of the company and thereafter once at least in
every year within a period of six months
following the close of its financial year and not
more than fifteen months after the holding of
its last preceding annual general meeting as
may be determined by the directors.

42. EXTRAORDINARY
GENERAL MEETING:
 The directors of EHSAAN DAWAKHANA
COMPANY may, whenever they think fit,
call an extraordinary general meeting.
 If at any time there are not within Pakistan
sufficient directors capable of acting to
form a quorum, any director of the
company may call an extraordinary
general meeting in the same manner as
nearly as possible as that in which
meeting may be called by the directors.

43. NOTICE OF GENERAL
MEETING:
 A notice of at least twenty one (21)
days shall be given for a General
Meeting, specifying the place, the day
and the hour of General MEETING.

44. QUORUM FOR GENERAL
MEETINGS:
 Two (2) Members present in person
shall form the quorum for a General
Meeting. Provided, that the presence of
the EHSAAN DAWAKHANA Nominee,
in person or in proxy shall be
mandatory to form a valid quorum for
all General Meetings.

45. CHAIRMAN OF GENERAL
MEETINGS
 The Chairman of the Board shall be entitled to
take the chair at every General Meeting or in
his absence, such Director as may be
authorized by the Chairman. In the event of
absence of the Chairman and also such
Director who has been authorized by the
Chairman to chair such General Meeting, for
fifteen (15) minutes after the time appointed
for holding such General Meeting, then
the Members present, shall elect one (1)
of the Members present, to be the
Chairman of such a General Meeting.

46. QUORUM NOT PRESENT,
MEETING TO BE
ADJOURNED:
 If within half an hour from the time
appointed for the General Meeting, a
quorum as stipulated in Article is not
present, such a General Meeting shall
adjourn to the same day in the next
week at the same time and place or to
such other day and at such other time
and place as the Board may determine.

47. POWER TO ADJOURN
GENERAL MEETING
The Chairman of a General Meeting
may, with the consent of the Members
present in the General Meeting,
adjourn the same from time to time and
from place to place but no business
shall be transacted at any such
adjourned meeting other than the
business left unfinished at the said
General Meeting from which the
adjournment took place.

48. CHAIRMAN'S DECISION
CONCLUSIVE:
The Chairman of the General Meeting
shall be the sole judge of the validity of
every vote tendered at such General
Meeting.

49. VOTE OF MEMBERS:
Upon the raising of hands, every
Member present in person shall have
one (1) vote, and upon a poll every
Member present in person or by Proxy
or by duly authorized representative
shall have one (1) vote for every share
held by him.

50. TIME FOR OBJECTION OF
VOTE:
 No objection shall be made to the
validity of any vote except at the
General Meeting or poll, at which such
vote shall be tendered, and every vote
whether given personally or by Proxy at
such General Meeting shall be deemed
valid for all purposes of such General
Meeting.

51. RIGHT OF EHSAAN
DAWAKHANA TO APPOINT
ANY PERSON AS ITS
REPRESENTATIVE:
 Company, may, from time to time, appoint a
Director and/or Nominee to represent it at all
General Meetings and Board meetings of the
Company. Such Director and/or Nominee
appointed by our company shall be entitled to
vote and be present in person and exercise
the same rights and powers (including the right
to vote by proxy).
 EHSAAN DAWAKHANA company , as the
case may be, may from time to time cancel
any appointment made here under and make
fresh appointments.

52. Directors powers,
Appoinment, FEE, WINDING
UP
Presented by MUHAMMAD
MUHAYYUDIN

53. APPOINTMENT OF
DIRECTORS:
 EHSAAN DAWAKHANA shall appoint
MUHAMMAD ISHFAQ AND OWAIS
HAMEED Directors on the Board. The total
representation of EHSAAN DAWAKHANA on
the Board at all times shall in no
circumstances be less than one year.
 EHSAAN DAWAKHANA shall have the power
to remove the Directors appointed by them.
Similarly, Members from the Private Sector
have the power to remove the Directors
appointed by them.

54. FEE OF DIRECTORS:
 The fee of each Director to attend a Board
meeting or a Committee meeting thereof
shall be such, as may be determined by
the Board. The Board may pay the
Director who has to travel on Company's
business or for the purpose of attending a
Board meeting, such expenses as the
Board may consider fair for traveling,
boarding, lodging in addition to his fee for
attending such Board meeting;

55. POWERS OF DIRECTORS
 The Board of Directors of the EHSAAAN DAWAKHANA
Company shall be entitled to exercise all such powers and to
do all such acts and things as the Company is authorized to
exercise and do.
 Purchase, take on lease or otherwise acquire for the
Company, property, rights or privileges which the
Company is authorized to acquire at such price, and
generally on such terms and conditions as it thinks fit.
 Authorize the undertaking of work of a capital nature.
 Appoint and remove or suspend such officers and staff,
permanent, temporary, as it may from time to time think fit
and to determine its powers and duties and also fix their
salaries or emoluments and to require security in such
instances and to such amount as it thinks fit.

56. DISQUALIFICATIONS OF
DIRECTORS:
The office of a Director shall become
vacant if:
 (a) He is found to be of unsound mind
by a court of competent jurisdiction;
 (b) He applies to be or is adjudicated
an insolvent;

57. MEETING OF THE BOARD
AND THEIR NOTICE:
A meeting of the Board shall be held
for the dispatch of business of the
Company at least once in every
quarter.
 (2/3rd) of the total strength, the number
of remaining Directors who are not
interested not being less than two (2)
shall be the quorum during such time.

58. CHAIRMAN OF THE BOARD
OF DIRECTORS and GENERAL
MEETING:
MOHSIN MUMTAZ shall be the first
Chairman of the Board. The Chairman
of the Board shall be entitled to take
the chair at every Board meeting or in
his absence, such Director as may be
authorized by the Chairman.

59. DELEGATION OF POWERS
TO COMMITTEE:
The Board may, subject to the provisions
of section 292 of the Act, delegate any of
the powers to a committee consisting of
such Member(s) as they think fit.
Proceedings of such committees shall be
placed before the Board at the next
Board meeting.

60. MINUTES TO BE MADE IN
BOOKS:
The Company shall cause minutes to
be made in books in accordance with
the provisions of Section 193 of the
Act for all Board meetings, General
Meetings and committee meetings
thereof including all resolutions and
proceedings at the General Meeting,
Board meetings and committee
meetings of the Company.

61. ACCOUNTS :
The Company shall cause to be kept
proper books of accounts with respect
to:
 All sums of money received and
expended by the Company and the
matters in respect of which the receipt
and expenditure takes place.

62. ACCOUNT TO BE AUDITED
ANNUALLY:
 At least once in every Financial Year
the accounts of the Company shall be
examined and the correctness of
income and expenditure account and
balance sheet ascertained by one (1)
or more auditors.

63. APPOINTMENT OF
AUDITORS AND THEIR
REMUNERATION:
The Auditors of the Company including
the first auditor shall be appointed as
per the provisions of the Act and in
consonance with the Reserved Matters
stipulated in Article.

64. WINDING UP:
The Board may wind up the Company,
if it is satisfied that it is no longer
possible to pursue the objects for which
the Company had been set- up or is
convinced that it is unable to manage
its affairs as per provisions made in the
Articles and in accordance with law.

65. REGISTRATION TO
WINDING UP
Presented by OWAIS HAMEED

66. REGISTRAR OF EHSAAN
DAWAKHANA
 In EHSAAN DAWAKHANA company Mr. BILAL has
appointed as registrar of EHSAAN DAWAKHANA. He will
handle all the aspects related to registration of the
company. These are the following information related to
registrar of EHSAAN DAWAKHANA:
 NAME: Mr. BILAL
 POSITION: REGISTRAR OF EHSAAN DAWAKHANA.
 QUALIFICATION: M.B.A. Executive (Management)
 MAILING ADDRESS: Registrar's office, ABU DHABI
Road , Rahim Yar Khan, Pakistan
 Email : registrarEDC@gmail.com

67. Promoters of EHSAAN
DAWAKHANA COMPANY:
 There are 10 promoters in “EDC” PVT
LTD.

68. Duties of promoters:
 To discover an idea for establishing a company.
 To make detailed investigation demand for the
product, availability of power labor raw material.
 To find out suitable persons who are willing to act as
first directors of the company and are ready to sign
on the memorandum of association.
 To select bank, legal advisor, auditors, underwriters
for the company.
 To prepare essential documents of the company.

69. OFFICIAL LIQUIDATOR OF
EHSAAN DAWAKHANA
 MR.KASHIF and Mr. ASIF appointed to carry out the
winding up of EHSAAN DAWAKHANA as liquidator.
If the winding up is through Court, the term used for
such person is official liquidator. The duties of
liquidator include getting in and realizing the
property of the company, to pay its debts, and to
distribute the surplus (if any) among the members.
The official liquidator acts under the supervision of
the Court, through a recognized reporting system.

70. Fiduciary duties include:-
 Act bona fide in the interest for the
company. Bona fide means “in good
faith”;
 Avoid a situation where there is a
conflict between duty to the company
and personal interest; and
 Not to make any secret profit out of the
position as director.

71. The statutory duties of the
directors
 Act honestly at all times and use reasonable diligence when
discharging their duties;
 Avoid improper use of information obtained by virtue of position
to gain personal advantage personally or to cause detriment to
the company;
 Avoid improper use of sensitive, unpublished information to
gain personal benefits;
 Disclose his shareholdings in the company and any changes
thereof;
 Disclose his interest in any contract or proposed contract made
by the company; and
 Ensure registers and statutory books are kept updated.

72. The EHSAAN DAWAKHANA directors’
responsibilities include ensuring the
following requirements are complied with:-
 Record minutes of all directors’ meetings;
 Keep proper accounting records;
 Maintainable accounts & balance sheet
 Appoint auditors
 Appoint company secretary;
 Make declaration of solvency in the case of
voluntary winding up by member;
 Comply with restriction, limitation or prohibition of a
private limited company;

73. Pre- incorporation stage:
 A statement in lieu of prospectus has to
be issued to the registrar when Pre-incorporation
stage of EHSAAN
DAWAKHANA COMPANY PRIVATE
LTD as follows:
Registration of EHSAAN
DAWAKHANA Company:

74. Availability o f name:
 We select the name of our company to be formed. We
submitted the application to Mr.BILAL the registrar of
the company. The fee was paid to the registrar with the
application of availability of name is Rs. 500/-. We get
the availability of name of the company from the
registrar. Now we are going to be registered with the
preparation of following documents:-

75. Preparation of documents to
be submitted before
incorporation:
 After getting the availability of name
documents are prepared by the
promoters to be submitted to the
registrar of company for the
registration. Following documents to be
submitted before incorporation:
Memorandum of Association (MOA)
The Articles of Association (AOA)
 Statutory Declaration

76. Payment of registration and
filing fees:
 We made payment to the registrar is Rs.
30000/-.
Submission of documents to the
registrar:
 After the preparation of documents we
submitted to the registrar for the
purpose of registration.

77. Issuance of certificate of
incorporation:
 When the documents are submitted to the registrar.
He has been satisfied with the MOA and issue the
certificate of incorporation.
 Certificate of commencement of
business:
 The certificate of commencement of business shall
be issued by the registrar of the EHSAAN
DAWAKHANA company on fulfillment of following
conditions:-

78. Allotment of shares:
 Shares Payable in cash has been allotted to
the amount not less in the whole than the
minimum subscription.
Payment by every director:
 Every director of the company has paid to
the company full amount on each of the
taken shares.

79. Declaration as to
compliance with conditions:
 A declaration has to be filled with the
registrar that all the condition has been
compiled with.
 Filing of statement in lieu of
prospectus:
 EDC does not issue the prospectus.

80. Post Incorporation Stage
 EHSAAN DAWAKHANA Company commence business from
the date of incorporation.
 The first annual general meeting is required to be held within
eighteen months of incorporation. Consequently Form-A
(Annex.19) is to be filed with the registrar within 30 days.
 Subsequent annual general meetings are to be held once
every year, within a period of six months following the close of
its financial year, and not more than15 months after the
holding of the last AGM.
 The first election of directors is to be conducted at the first
annual general meeting. Re-election should take place every
three years. An annual return prescribed on Form-A is required
to be filed with the registrar at the end of each year.

81. Continue……
 In the case of increase in paid-up capital, EHSAAN
DAWAKHANA Company is required to offer new shares to its
members. A circular shall be issued to all the members. A copy
of this will also be filed with the registrar concerned, and there
after Form-3 (Annex.20) to be filed within 30 days of the
allotment of shares.
 Any appointment or change in the Directors, Chief Executive,
Auditors, Chief Accountant is required to be notified to the
company registrar (MR.BILAL) by filing Form-29. This is to be
done within 14 working days for any appointment or change.
The first auditors of the company must be appointed within 60
days of the date of incorporation. Subsequent auditors must
then be appointed only at the annual general meetings.

82.  Every mortgage or charge created by
the company on its property will be
registered with the concerned registrar.
Any changes thereafter in this will also
be registered.

83. Winding up of EDC
 Winding up by Court:
 EHSAAN DAWAKHANA Company may be wound
up by court if:
 If default is made in delivering the statutory
report to the Registrar or in holding the statutory
meeting.
 EHSAAN DAWAKHANA Company has a special
resolution to wound up by court
 If the company fails to commence its business
within one year of its incorporation, or suspends
its business for a whole year.

84.  The EHSAAN DAWAKHANA Company is:
 Carrying unlawful and fraudulent activities
 Carrying on business not authorized by memorandum
 Conducting business in a manner oppressive to its
members
 Run and manage by person who fail to maintain proper
and true accounts or commit fraud
 Manage by a person who refuse to act according to
requirement of the provisions of the companies ordinance
1984 or fail to carry out the direction of the court or
registrar given in the exercise of the powers under this
ordinance.