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Memorandum of association of xyz investment Bank Limited I. Name the name of the Company is "xyz investment Bank Limited" II. Registered office


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THE COMPANIES ORDINANCE, 1984

(Company Limited by Shares)



MEMORANDUM OF ASSOCIATION

OF

XYZ Investment Bank Limited
I. NAME
The name of the Company is "XYZ Investment Bank Limited"
II. REGISTERED OFFICE
The Registered office of the Company will be situated in the province of _______/Islamabad Capital Territory.
III. OBJECTS
The objects for which the Company is established are:
1. Subject to and in accordance with all applicable laws, rules and regulations and in particular, the Non-Banking Finance Companies (Establishment and Regulation) Rules, 2003 (hereinafter referred to as "the NBFC Rules") and the Non-Banking Finance Companies and Notified Entities Regulations, 2008(hereinafter referred to as "the NBFC Regulations"), to carry on the businesses of Investment Finance Services as a Non-Banking Finance Company (NBFC), subject to the fulfillment of the capital adequacy requirements and the approvals from the Securities and Exchange Commission of Pakistan (hereinafter referred to as "the Commission") and other appropriate regulatory approvals.
2. To carry on the business of Investment Finance Services, including money market activities, capital market activities, project finance activities, corporate finance services and other general activities, as permissible under the NBFC Rules and NBFC Regulations.
3. To undertake the following Money Market Activities:


  1. To issue short-term commercial papers or certificates of deposits or investments of not less than thirty days maturity subject to the conditions as specified by the Commission from time to time;

  2. To discount or trade in commercial paper issued by its client, government securities, promissory notes and bills, bankers' acceptances and other money market instruments;

  3. To assist in the issue of commercial paper, including introduction of companies to the money market, preparation of documentation, distribution and market making.

4. To undertake the following Capital Market Activities:





  1. To invest in listed securities, both equity and non-equity instruments;

  2. To provide professional analysis of securities to institutional and individual investors either directly in writing or through publications, as to the advisability of investing in, purchasing or selling of securities for remuneration.

  3. To underwrite stocks and shares, instruments of redeemable capital and other negotiable term obligations of corporations and financial institutions, acting singly or jointly as manager, underwriter and distributor of such issues and taking an active part in all stages of preparation for such issues either public issues or private placement;

  4. To manage portfolios of securities including stocks and, shares, pension and provident fund, participation term certificates and other negotiable and debt instruments for both eligible individual and institutional clients on a

  5. To provide margin loans to individual and institutional investors; and

5. To undertake the following Project Finance Activities:




      1. To make investment in projects through underwriting of public issue of stocks, shares and securities, short-term and long-term

      2. To open letters of credit for their corporate clients for the import of machinery for installation, expansion, balancing, modernization and replacement;

6. To undertake the following corporate finance services:




  1. To act as adviser and financial agent for companies in obtaining direct bank loans, syndicated loans, export credits, leases and projects finances, both domestically and internationally;

  2. To assist companies in private placement of debt and equity, domestically and abroad;

  3. To act as adviser to companies in corporate or financial restructuring as well as in the preparation of resource mobilization plans;

  4. To act as adviser to companies in mergers, acquisition and divestitures;

  5. To assist companies with cash management systems;

  6. To prepare feasibility, market or industry studies for companies, both domestic and foreign;

  7. To assist to raise equity for new and existing companies, by acting as financial agent;

  8. To act as custodian for securities owned or held by clients pursuant to their instructions and provide each or any of the following services; custody of securities, placing or execution of orders for purchase or sale of securities, receipt of dividends and other income on securities, execution of voting and other rights in connection with securities, holding the securities on behalf of their clients, and transacting aforesaid activities through nominees, agents, or attorneys;

  9. To act as nominees, agent, attorney, administrator, executor or trustee for clients;

  10. To act as trustee for collective investment schemes, private equityfunds, venture capital funds, real estate investment trusts and debt instruments, if so approved by the Commission; and

7. To undertake the following general activities,-




  1. To raise funds through equity, foreign and local debentures both short and long term, commercial paper issued locally or abroad, sale of short and long term participation term certificates and term finance certificates;

  2. To act as authorized seller for securities and certificates, denominated in local or foreign currency, issued by Federal or Provincial Governments, statutory bodies, and state-owned corporations, including instruments of National Savings Schemes (NSS);

  3. To receive all kinds of valuables on deposit for safe custody and providing of safe deposit vaults to clients;

  4. To assist companies with cash management systems and handle payments and collections for clients;

  5. To extend secured loans and advances; and

  6. To provide discounting services.

8. To carry on the business of Discounting Services, including discounting, acceptance and guaranteeing, purchasing, arranging, re-discounting, underwriting, etc., of securities and instruments of all kinds, including certificates of investments, certificates of deposits, commercial papers, participation term certificates, term finance certificates, bills of exchange, promissory notes, trade bills and any other financial instruments issued by any company, corporate body, corporation, firm, association, trust or other entity, whether in public sector or in private sector, both in primary as well as in secondary market, to purchase and discount receivables, bills receivables, bills payable, export bills, book debts, etc., subject to approval of concern regulatory authority or as permissible under the NBFC Regulations or any instructions / circulars / directions prescribed by the concerned regulatory authority from time to time.


9. To carry on the business as dealers of and to buy, sell, hold, acquire or invest the capital and funds of the Company in securities and investments of every kind and description including but not limited to shares, stocks, fixed income securities, Modaraba certificates, musharika certificates, participation term certificates, term finance certificates, mutual fund certificates, units, certificate of investments, commercial papers, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed in Pakistan or abroad, by any company incorporated or registered in Pakistan or in foreign country, by any Government or Public body or Authority, supreme, municipal, local or otherwise, both for short term as well as for long term gains and to realise such gains, subject to compliance with applicable provisions of law.
10. To engage in modarabas, musharikas, morabahas and all other forms of Islamic business and other similar concerns either in syndicates or otherwise.

11. To purchase, subscribe for, borrow, acquire, hold, own, sell, exchange, assign, transfer, mortgage, pledge, hypothecate, guarantee, deal in and otherwise effect all


12. To render advisory, investigatory, supervisory, managerial, investment and other services of every kind and description.
13. To manage, investment portfolios, both on discretionary basis as well as non-discretionary basis on behalf of companies, firms, trusts, institutions, bodies corporate, entities and individuals and for this purpose to open and maintain investor's deposit accounts, make advances for purchase of shares, securities and investments to and on behalf of investors and account holders, to engage in business of investing and reinvesting in and the owing and holding of shares, securities and investments, to help in generally broadening the base of investments and encouraging investments in sound projects, to provide professional counseling, regarding investments and to act in any manner as a principal or agent in all matters relating to shares, securities and investments, without engaging in the business of banking, modaraba, leasing, or an investment company transactions of every kind in respect of or in relation to all kinds of securities and investments.
14. To invest and deal with the moneys and other assets of the Company not immediately required for the purposes of the business of the Company in and upon such investments, including shares and securities, to buy, sell, trade or deal in derivative instruments and in such manner as the Board of Directors may from time to time think fit.
15. To procure the registration or incorporation of the Company in or under the laws of any territory outside Pakistan and for the offer, subscription, issuance, indemnity and listing of its shares and securities in Pakistan as well as in any other country of the world, subject to the completion of all applicable laws, rules and regulations in Pakistan as well as of such foreign country.
16. To acquire and secure membership, seat or privilege either in the name of Company or its nominee or nominees in and of any association, stock exchanges, market, club or other institution in Pakistani or any part of the world for furtherance of the business of the Company.
17. To prequalify and register with the federal, provincial and local governments, statutory bodies, institutions and agencies for rendering and bidding in respect of quotations and certificates, securities and bonds as may be permissible under the law.
18. To publish for sale or otherwise business reports on the general economy and various sector/industries, credit ratings for companies and individuals, stocks indices, stock market trends and other such information.
19. To form, promote, subsidize and assist companies and partnerships, to promote and acquire any concern as a running business or otherwise purchase any part of the assets of any concern or any company or any interest or share thereof and to pay for the same, including its goodwill either in cash/or by issue of shares or otherwise invest the moneys of the Company for the said purposes.
20. To apply for and to obtain assistance (financial, technical or of any other type) from Government and other organizations, companies, firms or individuals, national or international, for developing all or any of the business or businesses of the Company.
21. To undertake management of investments or assets located in different parts of the world including portfolios and to undertake any other investment contracts subject to compliance with applicable regulatory framework of foreign and local jurisdiction.
22. To provide technical, economic, financial and administrative consultancy services and prepare investment and economic feasibility studies for projects intended to be established and undertake on behalf of investors the identification of investment opportunities and evaluation of projects.
23. To enter into joint ventures or partnership or into any agreements for sharing profits,union of interests, reciprocal concessions, amalgamation or cooperation with any person or persons or engage in any business or transaction which the Company is authorised to carry on or engage in any business, transaction capable of being conducted so as, directly or indirectly benefit this company and to take or subsidise or otherwise assist any such company, and to sell; hold, reissue, with or without guarantee or otherwise deal in such shares or securities and to form, constitute or promote any other company or companies for the purpose of acquiring all or any of the property, rights and liabilities of the company and to form subsidiary companies, subject to regulatory approvals.
24. To apply for, purchase or otherwise acquire and protect, prolong and renew whether in Pakistan or elsewhere, any patents, patent rights, brevetted, inventions, trademarks, copyrights, licenses, protections, concessions and the like conferring any exclusive or non exclusive or limited right to any secret, or other information as to any invention, process or privilege which may seem capable of being used for any of the purposes of the Company.
25. To pay out of the funds of the Company all expenses which the Company may lawfully pay with respect to the formation and registration of the Company or the issue of its capital or the listing of its shares on an exchange, including brokerage fees, listing fees, fees or taxes on the issue of shares, and commissions.
26. Subject to the provisions of the Companies Ordinance, 1984, to distribute among the members in specie any property of the Company or any proceeds of the sale or disposal of any property of the Company, in the event of winding-up.
27. To establish and maintain or procure the establishment and maintenance of any contributory or noncontributory 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 of service of the Company, or of any company which is subsidiary of the company or is allied 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 establish and subsidize and subscribe to any institutions calculated to be for the benefit of or to advance the interests and well-being of the Company or its employees.
28. To subscribe or contribute, support, promote, guarantee money for and/or otherwise assist or to grant money to charitable, benevolent, religious, scientific, national, public institution, objects or purposes or for any useful object or for any purpose which may in the opinion of the Board of Directors directly or indirectly further the interests of the Company or of its members, employees or directors.
29. To establish, maintain or contribute to any scheme for encouraging or facilitating the holding of shares or debentures in the company by or for the benefit of its employees or former employees, or those of its subsidiary or holding company or of any other subsidiary of its holding company, or by or for the benefit of such other persons as may for the time being be permitted by law, or any scheme for sharing profits with its employees or those of its subsidiary or associated companies, and (so far as for the time being permitted by law) to lend money to the Company's employees or to trustees for the Company's employees (other than directors) with a view to enabling them to acquire shares in the Company or its holding company.
30. To create provident funds, gratuity funds, reserve funds, depreciation funds sinking funds, insurance funds, or any other special funds conducive to the interest of the Company and its directors, employees, or members.
31. To enter into any agreement, contract or arrangement with any foreign or local party, company, corporation, organisation having objects similar to the Company and to give effect to the same and to do and perform all acts, deeds and things in that behalf in Pakistan or outside Pakistan.
32. To accept investments on repatriable/ non-repatriable terms from any person, institution, firm, company or corporation with the approval of competent authorities and to allot shares on such investments on the terms and conditions as may be mutually agreed upon with representations on the Board.
33. To enter into any arrangement or contract with any Government, including and any local or other authorities, municipal, or otherwise, statutory bodies, corporations, banking companies, or other companies, which may seem, conducive to the Company's objects or any of them and to obtain from Government, authorities, corporations, statutory bodies, banking, companies, or other companies licences, permits, permissions, privileges, grants, concessions and leases which the Company may think fit and desirable and to utilise and enjoy such arrangements, contracts,

licences, permits, permissions, concessions and leases, etc.


34. To amalgamate with any company or companies having objects altogether or in part similar to those of this Company subject to the approval of the Commission.
35. To enter into any arrangements for sharing profits, amalgamation, union of interest, cooperation joint ventures, reciprocal concessions or otherwise with any person, firm or company, institution, public body or Government or administration engaged in any business or transaction which this Company is authorized to carry on or engage in or any business, undertaking, transaction which may seem capable of being carried on or conducted so as directly or indirectly benefit the company and to guarantee the contracts of or otherwise assist any such person, firm or company and to place, take or otherwise acquire and hold shares, stocks, debentures, bonds and securities of any such person, firm or company, and otherwise deal with the same without doing any investment business.
36. To distribute any of the properties / assets of the Company amongst the members in species or in kind but so that no distribution amounting to a reduction of capital be made except with the sanction (if any) of the time being required by law.
37. To allow and pay underwriting and other commissions, broker's fees, remunerations, premiums and charges to any person, firm or company for services rendered or to be rendered in introducing any proprietary rights, privileges or business to the Company or about the conduct of the company's business or placing or assisting to place or guaranteeing or procuring the subscription of any shares, debentures, debentures-stocks or - other securities, which brokerage remunerations, commissions or charges may be paid either in cash or in debentures and shares of the Company.
38. To pay commission or to otherwise remunerate any company or firm or firms, person or persons (whether an officer of this company or not) for services rendered in placing or assisting to place any of the shares of the Company's capital or any debentures or other securities of the Company or for negotiating any of the purchases or sales by the company of any property for the purpose of business of the Company or for rendering any services of any kind whatsoever to the Company.
39. To establish and conduct agencies and branches in any part of the world for the purposes of the Company.
40. To draw make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, warrants, debentures and the negotiable or transferable instruments concerning this company.
41. To open any current, overdraft, cash-credit account or fixed or term deposit account with any banker or institution and to pay moneys into and draw moneys from any such accounts and to invest and deal with the moneys of the Company not immediately required in any investments, in such manner as may from time to time seem expedient and be determined.
42. For the business of the Company to borrow or secure the payment of moneys in such manner as the Company shall think fit and in particular by the issue of debentures or debenture-stock perpetual or otherwise, PTCs, TFCs and other certificates, charged upon all or any of' the Company's property (both present and future), and to purchase, redeem and pay off any such securities, without derogating from the generality of foregoing, to obtain finances for the Company's business under supplier's credit, hire purchase, mark-up in price, participation in profit and loss, musharika and /or modaraba and leasing arrangement(s).
43. The Company shall have full powers through its Board of Directors for the time being to enter into appropriate arrangements with banks, financial institutions, leasing companies, modarabas, investment banks, etc. for all sorts of finances that may be needed for achieving the objects or conducting the business of the Company, including but not limited to financing by lending, trade related financing such as finances for short/medium/long term on mark-up basis, finances for working capital, finances against packing credit, discounting of DA/DP outward bills (finances against foreign bills), running finance cash finance, demand finance, financing by Bai Mwajjal, financing by Bai-Salam, financing purchase of trade bills, financing by purchase of movable and immovable properties with buy-back agreements or otherwise, financing by leasing, financing by hire purchase and financing for development of properties and investment modes of financing such as Musharika or profit and loss sharing, equity participation and purchase of shares, purchase of and sale or surrender of PTCs, TFCs, etc. Modaraba, rent sharing, etc. and all other types of' finance, whether on the basis of mark-up, mark-down services charges, annual rates of profit, profit & loss sharing hire- purchase, leasing or otherwise on such securities as the Board may deem necessary and on such conditions and terms as may be permissible by the law for the time being in force. The Company will however not indulge in the business of a banking or investment company, leasing company or a modaraba company.
44. To guarantee the payment of money unsecured or secured by or payable under or in respect of promissory notes, bonds, debentures, debenture-stocks, contracts, mortgages, charges, obligations, instruments and securities of this Company or of any other company whether incorporated or not incorporated and generally to guarantee or become sureties for the performance of any contracts or obligations to stand as surety for payment/repayment of finances, loans, advances and other indebtedness of third parties, including sister concerns and associations; to hypothecate, charge, and/or create liens' or other encumbrances on the Company's movable and immovable properties in favor of financial institutions, banks creditors and other principals.
45. To cause insurance of the company against the risk of peril or loss, damage, destruction, demolition or diminution and generally take measures for the safe custody or defence and protection of the company's interests, assets, moveable and immoveable properties, records, documents, belongings and manpower
46. To appoint any persons or companies as agents of the Company and to grant powers of attorney to any person or company.
47. To compromise or compound all actions, suits and other proceedings and differences or disputes to arbitration and adjust and settle all accounts and claims relating thereto.
48. To enter into arbitration agreements and to refer all disputes arising in connection with any right, liability or property of the Company or otherwise therefrom to arbitration whether in Pakistan or abroad.
49. To carry on any operations or activities whatsoever which can, in the opinion of the Company, be advantageously or conveniently carried on by the Company by way of extension of, or in connection with, any such business as aforesaid or is calculated directly or indirectly to develop any branch of the Company's business or to increase the value of, or turn to account, any of the Company's assets, properties or rights, subject to the compliance with applicable principle of law.
50. To do all such lawful things as are incidental or conducive to the attainment of the above objects or any of them.
51. To do all or any of the above things and all such other things, as are incidental or as may be thought conducive to the attainment of the above objects or any of them in Pakistan or any other part of the world either as principals, agents, contractors or otherwise anti either alone or in conjunction with others and either by or through agents, contractors or otherwise and to do all such things as are incidental or conducive to the attainment of the above objects, and each of the above objects shall be construed as an independent object.
52. And generally to do all and everything which may in any way be considered incidental or conducive to carrying into effect all or any of the objects of the Company and to carry out the said objects or any of them either on account of the Company alone or in cooperation with any other company, corporation, person or persons, firm or firms. AND it is expressly declared that the several sub-clauses of this clause and all the powers thereof are to be cumulative and in no case is the generality of any one sub- clause to be narrowed or restricted by any particularity of any other sub-clause nor is any general expression in any sub-clause to be narrowed or restricted by any particularity of expression in the same sub-clause or by the application of any rule of construction ejusdem generis or otherwise.
53. The Company shall carry on the various businesses permissible under the NBFC Rules and NBFC Regulations, or under any other law, only after obtaining the requisite licences and registrations from the Commission and after meeting the capital and equity adequacy requirements prescribed under the Rules and that the Company shall not undertake any activity, service, business or transaction, which is forbidden under the NBFC Rules and the NBFC Regulations or under any other laws, rules and regulations for the time being in force.
54. This Memorandum of Association shall not be altered without the prior written approval of the Commission.
IV. LIMITED LIABILITY
The liability of the members is limited.
V. CAPITAL.


  1. The Authorized Capital of the Company is Rs: ___________________only) divided into _________________Ordinary Shares of Rs: 10/- each. The Company shall have the power to issue shares at par and also subject to legal and regulatory compliances to issue shares at premium and / or at discount. The Company shall further have the power to increase, reduce or reorganize the capital and divide shares in the capital for the time being into several classes constituting ordinary and other classes and kinds of shares in accordance with the provisions of the Companies Ordinance, 1984 and Companies Share Capital (Variations in Rights & Privileges) Rules, 2000, as may be amended or substituted from time to time, including power to issue and redeem preference shares of any class, on such terms and conditions and to convert them into ordinary shares, as the directors may deem appropriate, subject to the approval of the members in general meetings.




  1. Without prejudice to the foregoing, the share capital shall comprise ordinary shares and other kinds and classes of shares, including preference shares, containing inter alia, such preferential, deferred, qualified or special rights, privileges and limitations attached thereto, including in relation to different or disproportionate entitlements of dividends, right shares or bonus shares, sharing of profits and losses, different or disproportionate voting rights and other special rights, privileges and entitlements for different or indefinite periods or for limited specified periods, with power to the Company from time to time to vary, redeem, convert, modify or abrogate such rights, entitlements, privileges or conditions and / or to increase or reduce the capital as may be approved by the members from time to time.

We several persons (nominees of XYZ Investment Limited) whose names and addresses are subscribed hereto are desirous of being formed into a Company in pursuance of the Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names:




Name and surname (present & former) in full (in Block Letters)

NIC No. (in case of foreigner, Passport No)

Father's/ Husband's Name in full

Nationality with any former Nationality

Occupation

Residential Address in full

Number of shares taken by each subscriber

Signatures























































Total number of shares to be taken





Dated: the.............................day of............................20...........


Witness to above signatures.



No. 1

Signatures

Name:

Father’ s name



CNIC No.

Occupation:

Address:


No. 2

Signatures

Name:

Father’ s name



CNIC No.

Occupation:



Address:




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