MEMORANDUM

AND

ARTICLESOFASSOCIATION
OF

SARHADTOURISMCORPORATION
LIMITED.

N.W.F.P.

ORGANIZATIONCHART
SARHADTOURISMCORPORATION

BOARDOFDIRECTOR
Chairman

ManagingDirector
GeneralManager
Administration
ManagerAdmn:
Planningand
Development

G.M.Marketingand
Promotion

Manager

ManagerMarketing

Manager

Admn:Officer
Officer

Accounts

TourismOfficer

Planning

SARHADTOURISMCORPORATION,N.W.F.P.
LISTOFINITIALSTAFF.
OFFICERS
S.No.

NameofPost

1.
2.
3.

ManagingDirector
GeneralManager(Administration)
GeneralManager(Marketingand
Promotion)
Manager(Planning&Development)
Manager(Marketing&Promotion)
Manager(Administration)
Manager(Accounts)
AccountsOfficer
TourismOfficers
PlanningOfficer
AdministrativeOfficer

1
1

PrivateSecretary
TouristGuides
PersonalAssistants
Stenographers
Cameraman
Photographer
AssistantsAccounts/Planning.
JuniorClerks
Drivers
Chowkidars
NaibQasids
Sweepers

1
6
4
10
1
1
3
5
4
2
12
2

4.
5.
6.
7.
8.
9.
10.
11.

No.ofposts

1
1
1
1
1
1
6
1
1

STAFF
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.

THE COMPANIES ORDINANCE, 1984

(ORDINANCE NO.XVVII OF 1984)
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
SARHAD TOURISM CORPORATION, N.W.F.P.

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 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;

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

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

Date

Day of

19.............

(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.
"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.

provi
ns
Secti
67
73
may
appli
ble.
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 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 dispose of
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

6.Where at a
time
the
Board
decid
to
incre
e
t
issue
capit
of t
Corpo
tion
issuin
any
furthe
share
then
subje
to a
direc
n to t
contr
y th
may
given
by t
corpo
tion

General Meeting, such shares shall be offered to the Members in proportion to

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, the Board 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

Issue of
Shares

Increase in
Issued
Capital

Fractional
Shares

Public Company
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.

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 % 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
Certifi
ate
lieu
there
and
any
certifi
ate
lost
destr
ed,
then
proof
there
to t
satisf
tion
the
Board
and
such
indem
ity
the
Board
deem
adeq
te
being
given
new
certifi
ate
lieu
there
shall
given
to t
party
entitl
to su
lost
destr
ed
certifi
ate.

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.

Evidence of
Membership.

Commission.

Member's
right to
certificate.

Issue of new

Certificate
in lieu of
declared lost
or destroyed
certificate.

Witness:

Signature......
..Date

Signature

Execution
of transfer.

Transferor
Full

Address

Full
Name,
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.

Father's/Husb
nd's

Name

As witness our hands this..................day of .................

Witness:
Signature............Date
Full Address

Signature
Transferor

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 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

shall
not
befor
being
regis
ed as
Mem
r
respe
of t
share
be
entitl
in
respe
of it
exerc
e
a
rights
confe
ed
mem
rship
relati
to
meet
gs
the
corpo
tion.

invalidity to the transferee, who shall, after removal of such defect or invalidity, entitled
to re-lodge and transfer deed the Corporation.

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 corporation 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

21.The

Corpo
tion
shall
incur
no
liabili
or
respo
ibility
what
ever
conse
uence
of
regis
ing
giving
effec

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.

Transmission
of shares of
deceased
Member.

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 otherwise provided 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.

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.

Right to the
Survivor to
be registered
as a member
or to transfer
shares.

Right
of
survivor to
receive
dividends
and other
advantages.

GENERA
MEETING
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.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.

27.The

statu
y
gene
meet
g of t
corpo
tion
shall
held
within
perio
of n
less
than
three
mont
,
n
more
than
mont
from
the
date
comm
ncem
t of t
busin
s
accor
nce
with
the
provi
n
Secti
157
the
Ordin
ce.

27(a)The
gene
meet
g of t
comp

y 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.

Power to subdivided
or
consolidate
shares.

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 Extraordinary 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.

To
borrow
powers
and
receive
funds/grants.

Statutory
meeting

Annual General
Meeting.

Transaction
Business
General

of
of

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 to 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.

33.Five members entitled to vote and 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
chair
an o
at a
Meet
g
shall
not
prese
within
fiftee
minu
s af
the
time
appo
ed
holdi
such
Meet
g, or
unwil
g
act, t
Direc
r sh
take
the
Chair
and
the
absen
e of t
Direc
r,
t
mem
rs
prese
shall
choos
one
the
Direc
rs to
the
Chair
an a
if
direc
prese
is

willing to take the chair, the members present shall choose one of their
members to be the Chairman.
Quorum.
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.

Who to preside
in
General
Meeting.

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 Meeting 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,

Adjournment of
Meeting for lack
of Quorum.

Adjournment by
Chairman.

Proceeding & Notice of General Meeting.

Special Resolution.

Voting
or
Resolutions by
show of hand &
when
poll
demanded.

Omission to give notice.

declaration
by the
Chairm
an that
a
resoluti
on 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
proportion 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 the property of the Corporation 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 subdivision 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:

(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
kept
the
office
and
shall
durin
busin
s hou
(subj
t
reaso
ble
restri
ons
impo
d und
sectio
150
and t
Board
may
from
time
time
impo
but
that n
less
than
two
hours
each
day
allow
for
inspe
on)
open
the
inspe
on
any
mem
r
witho
charg

45.Subject
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.

Demand of poll.

Poll on election
of Chairman &
adjournment.

Extract of poll.

Register
Members.

of

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 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
holde
whet
r
atten
nce
any
Gene
Meet
g h
durin
the
perio
of su
proxy
or
any
other
actio
on
part
what
ever
other
se
durin
the
term
such
proxy
such
proxy
furnis
ed
and
filed
with
the
recor
of t
Corpo
tion
and t
corpo
tion
shall
boun
to
recog
ze a
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 the 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.

Proxy
to
deposited
registered
office.

be
at

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.
Validity
proxy.

of

Vote of Members.
Validity of vote.

Right to vote.

Chairman
of
any meeting to
be adjudge of
validity of any
vote.

Representative of cotor Members.

Manner of Proxy.

BOARD
OF
DIRECTO
RS

55.The number of Directors shall form time to time be fixed by the Board but shall not
be less than seven.

60.A

56.The following shall be the first Directors of the Corporation who shall hold office uptil
the first Annual General Meeting:

1.
2.

Mr. Azam Khan (Chairman)

Mr. Ahmad Khan Shinwari

6.
7.

Mr. Adam Khan

Mr.
Shakeel
Ahmad

Durrani
3.
Mr. Mohammad Younis Khan
4.Mr. Suleman Ghani
5.Mr. Mohammad Naeem Khan

TERM OF
VACANCIES

OFFICE,

9.
10.

8.
Mr. Abdur Rauf Khattak
Mr. Mehmood Khan
Managing Director

REMOVAL

AND

CASUAL

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.

Direc
elect
unde
Articl
58 sh
hold
office
for
perio
of n
more
than
three
years
unles
he
earlie
resig
becom
s
disqu
fied
being
Direc
r,
other
se
cease
to h
office

61.The

Corpo
tion
Gene
Meet
g m
be
Resol
on
remo
a
Direc
r fr
office
appo
ed
Articl
56,

or 63 in manner provided in Section 181 of the Ordinance.

Eligibility
election.

for

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.

Removal

Continuing
Directors to act.

63.The

Election every third year.

Election of Directors.

Directo
rs may
at any
time
appoint
any
person
to be a
Directo
r to fill
a
casual
vacanc
y in the
Board,
Any
director
s
so
appoint
ed shall
hold
office
for the
remain
der 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 the
Corporation, 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.

PROCEEDING OF DIRECTORS
66.The Directors may meet together for the despatch of business, adjourn, and
otherwise regulate meetings of the Board 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, with 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 resolut
in
writin
signe
by
the
direc
s
the
time
being
entitl
to
recei
notic
of
meet
g
direc
s sh
be
valid
and
effec
e as
such
resolu
on h
been
passe
at
meet
g
Direc
rs d
conve
ed a
held.

ALTERNA
TE
DIRECTO
RS

71.Any Direc
not
perm

ently 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

Filling
casual
vacancy.

Re-election.

Powers to pay
pensions etc.

Meeting
Directors.

of

Quorum
Directors
meeting
powers.

of
&

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
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
thing
which
are
neces
ary
desir
e
carry
g
o
its
objec
and
instit
e,
cond
,
defen
comp
mise,
refer
arbitr
ion a
aban
n le
and
other
proce
dings
claim
and
dispu
s
which
Corpo
tion
conce
ed,
opera
bank
accou
s, a
to s
on
Corpo
tion's
beha
bills,
notes
recei
,

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.

Power
Chairman.

of

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.

Committee of Directors.

(ii)He will be a
full
time
officer
of the
Corpora
tion
and
shall
receive

such salary and allowances as the Board may determine.

(i)To
(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 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.

appo
any
perso
or
perso
(whe
er
incor
rated
not)
accep
and
hold
trust
for t
Corpo
tion
any
prope
y
belon
ng
the
Corpo
tion
intere
ed
for a
other
purpo
es a
execu
and
all su
deed
docu
nts a
thing
as m
be
requi
e
relati
to a
such
truste
or
truste
s.

(j)To institute, conduct, defend, compound or abandon any legal proceedings by or

against the Corporation or its officers or

otherwise
concern
ing the
affairs
of the
Corpora
tion
and
allow
time for
the
payme
nt
or
satisfac
tion of
any
debts
due
from
and of
any
claims

or demands by or against his Corporation.

purpos
e of the
Corpora
tion.

(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.

(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

(s)Before
recom
mendin
g
any
dividen
d to set
aside
portion
s of the
profits
of the
Corpora
tion to
from a
fund to
provide
for
pension
s,
gratuiti
es
or
compen
sation
or
to
create
any
provide
nt
or
benefit
Fund.

(t)To

raise an
borrow
money
from
time to
time for
the
purpos
e of the
Corpora
tion on
the
mortga

ge 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

basis

and
repaya
ble
in
such
manner
and
general
ly upon
such
terms
as they
thing
fit.

(u)To

open
current
account
or
letter of
credit
for any
amount
with

any bank and to give instructions for operation of such accounts.

79.The
(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 to 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 applies.

SECRETARY

Boa
shall
appo
a
secre
ry
the
Corpo
tion
who
shall
perfo
such
funct
ns a
dutie
as
requi
d
these
Articl
, and
may
direc
d
the
Board

Secretary.

THE
SEAL
80.The

Vacation of office by Director.

Board
shall
provide
a
Commo
n Seal
for the
purpos
es
of
the
Corpora
tion
and for
the
safe
custody
of the
Seal,
and the
Seal
shall
never
be used
except
by the
authorit
y of the
Board
or
a
Commit
tee 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

seve
perso
are
regis
ed
joint
holde
of a
share
any o
of th
may
give
effec
al
recei
for a
divide
ds
paya
on t
share

88.No divide
shall
bear
intere
again
the
Corpo
tion.

89.Notice
any
divide
d th
may
have
been
decla
d sh
be
given
by
adve
seme
in
News
per
circul
ng

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

Receipts
of
dividends
by
joint holders.
No interest on
dividend.

Custody of Common seal.

Office Seals.

Declaration of dividends & restrictions on amount thereof.

Interim Dividend.

No dividend except out of profits.

Distribution of Dividends.

Powers of Board to create reserve.

Notice
dividend.

of

Payment
post.

by

person entitled
thereto,
or
in
the
case of
joint
hold at
his
register
ed
address
,
or
such
person
and at
such
address
as the
membe
r
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 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 the office 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

Boa
shall
from
time
time
deter
ne
whet
r and
what
exten
and
what
times
and
place
and
unde
what
cond
ns
regul
ons t
accou
s
a
book
of t
Corpo
tion
any
them
shall
open
inspe
on
Mem
rs, a
no
Mem
r sh
have
any
rights
to
inspe
any
accou
or bo
or
docu
nt

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 Corporation 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 meeting. Every such balance sheets
Mode
payment
dividends.

of
of

Capitalization
of reserves.

Books
of
accounts to be
kept.

Where kept.

NOTICES
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 comply 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 expenses 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 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 the Directors 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.

100.Subject
the
provi
ns
the
Ordin
ce
notic
may
given
by t
Corpo
tion
any
mem
r
Direc
r eith
perso
ally
by
sendi
it
post
him
his
regis
ed
addre
or,
no
regis
ed
addre
in
Pakis
n)
the
addre
, if a
within
Pakis
n
supp
d to t
Corpo
tion

the giving of notices to him.

Appointment of
Auditors
and
their duties.

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 newspaper 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.

How notice to
be served on
Members.

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.

Notice
to
members
abroad
advertising
in
newspapers.

Notice to joint
holder.

Copies of Directors report and balance sheet to be sent to Members.

105.Notice
of
every
general
meetin
g 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
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 the 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 tr
unles
the
same
shall
happ
throu
the
willfu
negle
or
defau
of su
office
or
truste

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.

(2)For

the
purpose
aforesaid,
liquidator may
set such value
as he deems

No share-holders to enter the premises of the Corporation without permission.

Indemnity.

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.

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

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

Date

Day of

19.............