memorandum and articles of association

29
THE COMPANIES ACT (Chapter 486 of the Laws of the Republic of Kenya) PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF FOCUS INTELLIGENCE LTD INCORPORATED THIS…………DAY OF………………………………..2013

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Page 1: Memorandum and Articles of Association

THE COMPANIES ACT(Chapter 486 of the Laws of the Republic of Kenya)

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

FOCUS INTELLIGENCE LTD

INCORPORATED THIS…………DAY OF………………………………..2013

DRAWN BY:

OTHIENO & COMPANY ADVOCATESKANTARIA HOUSE, 1ST FLOOR,MUINDI MBINGU STREET,NAIROBI

Page 2: Memorandum and Articles of Association

THE COMPANIES ACT

(CHAPTER 486, OF THE LAWS OF KENYA)

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

FOCUS INTELLIGENCE LTD

1. The name of the Company is: Focus Intelligence Limited

2. The registered office of the company will be situated in the Republic of Kenya

3. The objects for which the Company is established are:

a. To carry on or act as a holding company of any company carrying on all or any or any of the

businesses of Business and Information researchers, Home Inspectors, Building surveyors, valuers,

Estate agents, assessors, appraisers, and project monitors of building construction, property sales and

business transfer agents, Insurance and mortgage brokers, house and building society agents, property

managers, consultants and advisers, industrial development consultants, surveyors (provided that any

business of surveying and home inspection shall be carried out in accordance with the rules and

conduct of (Royal Institute of Chartered Surveyors and InterNACHI ), architects, rating and valuation

consultants, rent and debt collectors and general commission agents any of the business referred to and

to advise on and to negotiate on behalf of clients for, purchase, rent, hire, take on lease or in exchange,

or otherwise acquire for development, investment or resale, and on behalf of clients to acquire or grant

options over, mortgage, charge, let on lease, dispose of or otherwise deal with any lands, shops or other

buildings or real or personal property of any tenure or any interest therein.

b. To carry on business of management services, marketing consultancy, business planning and

management, mobile marketing, debt collectors, rent, estate agents, receivers / or liquidators,

commission agents, property management, investigators and management services to organizations and

persons engage in all kinds of business enterprises management consultants and constructors by

whatever name called and all types of transactions and others upon such terms as may be deemed fit.

c. To provide consultancy, advisory technical and support services, skilled services pertaining to

established, administration and management of private security services, private investigations,

projects and schemes and to identify or provide suitable persons for such companies to organizations

or institutions or institutions engaged in the business or private security and private investigations

Page 3: Memorandum and Articles of Association

d. To provide consultancy, expert, feasibility studies, business planning, specialized and skilled services

pertaining to the establishment, administration, management, evaluation and rehabilitation of business

enterprises whether small scale, medium scale, or otherwise

e. To train or retain and provide advisory and management services to persons, companies and

organizations engaged in the business of providing private investigations and to provide, procure,

supply or advise on the necessary devices, gadgets, equipment ordinarily used in the business

f. To engage in research into all problems relating to personnel and industrial and business management

and distribution, marketing and selling, to collect, prepare and distribute information and statistics

relating to any type of business To hire and let on hire staff and personnel of every kind to act as

adviser on all matters relating to the planning, specification, estimating and reporting of alternative

methods of layout and other building problems and to collect and disseminate information and data of

all kinds in connection therewith, to advise on possible systems and layouts and to supply estimates as

costs.

g. To supply specifications, to carry out surveys, to carry out inspections, to obtain tenders and

quotations, to draw up contracts, to obtain and place orders for the erection, maintenance and

refurbishment of buildings, factories and works and for the supply of all machinery fittings, plant and

other requisites in relation to the erection, maintenance or refurbishment thereof.

h. To enter into commercial or such other transaction in connection with any trade or business of the

company as may seem desirable to the board of directors for the purpose of the company’s affairs.

i. To collect and circulate statistics and other information relating to home inspection, building surveying

to print, publish, issue and circulate and assist and support the publication issue and circulation of such

newspapers, periodicals, books, papers, circulars and other literary productions and to provide for

lectures, exhibitions and demonstrations relating to home inspection, building surveying and to adopt

such other means of publicity as may seem expedient for promoting the objects of the company.

j. To act agents or managers in carrying on any business of general trading, import and exporting, to sell

in wholesale and retail all types of commodities

k. To invest in or purchase or otherwise acquire leasehold ad freehold lands, house, building and

hereditament business and to acquire by purchase, exchange or otherwise any other lands, tenant, and

hereditament of any tenure and to hold or to sell, let mortgage, charge or otherwise deal with all or to

sell, let mortgage, charge or otherwise deal with all or any such lands, tenants or hereditament

l. To carry on the business of general carriers and for warding agents and warehouse men.

Page 4: Memorandum and Articles of Association

m. To commence, establish, develop, continue and carry on business of agriculture,, dairy and farm

products and to sell, breed, import, export, improve, prepare, deal and trade in cattle, pigs, poultry,

games and deal in stock of every description.

n. To carry on the business of planters, growers, buyers, sellers, store, exporters and general dealers in

agricultural produce and other commodities including rice, maize, wheat sorghum, millet, groundnut

and other cereal and grain products.

o. To carry on the business of farming industry and dealers in fruit canning, pineapple fruit canning,

coffee, tea, cocoa, banana juice, orange juice, oil seeds and any things of any kinds whatsoever.

p. To deal in all other goods, and articles used in similar business or commonly supplied in connection

with construction, manufacturing and repairs of such structures or other materials capable of being

used in such business or required by the customers or other persons having dealings with the company.

q. To carry on the business of garage proprietors and of a service station for motor vehicles of all kinds.

To repair and maintain all such vehicles.

r. To carry on the safe keeping, cleaning, repairing, refueling and the general care of motor vehicles of all

kinds. To buy and sell petrol, gasoline oil and petroleum products, new and used motor vehicles, parts

of such vehicles and accessories

s. To carry on the business of garage proprietors haulage and transport constructors, omnibus proprietors,

clearing and forwarding agents and any other business which may be conveniently carried on in

connection therein.

t. To organize, maintain and operate transportation service in all parts of Kenya for the purpose of

transporting passengers, luggage, merchandise, mail and freight automobiles, motor buses, motor

trucks, air planes and other vehicles of all kind whatsoever propelled. To run omnibuses, tramway

cycle cars, gads, rail as the company may think fit.

u. To invest and deal with the monies of the company not immediately required upon such securities and

in such manner as may from time to time be determined.

Page 5: Memorandum and Articles of Association

v. To lead and advance money or give credit to such persons on such terms as may seem expedient and in

particular to customers and others having dealings with the company and to give guarantees or become

security for any such persons.

w. To borrow or raise money in such manner as the company shall think fit, and in particular by the issue

of debentures, or debenture stock (perpetual) or otherwise, and to ensure the repayment of any money

borrowed, raised or owed by mortgage lien or charge upon the whole or any of the company’s assets.

x. To manufacture and deal in all kinds of machinery, implements, appliances, apparatus, lubricants,

solutions enamels and all other things capable of being used therewith or in the maintenance and

working therewith respectively.

y. To establish and carry on the business of quarry masters and stone merchants and to buy, sell, get,

work, shape, hew, carve polish, crush and prepare for market or use stone of all kinds and of works and

buildings of all kinds in the construction of which stone is required.

z. To carry on the business of glass blowing, load – workers, glass tablet show card and show case

manufactures and glass importers and exporters

aa. To carry on the business of wholesale and Retail dealers of silk, cotton, linen and other materials,

(whether raw or grinned) coffee, cocoa, tea, simsim seed, groundnut and all other produce, groceries,

flour, rations meat, fish, fruits, vegetables, milk, cream, butter, ghee and all other goods.

bb. To carry on the business of general motor electrical engineers, plumbing and gas filters and any other

business which may be conveniently carried on in connection therein.

cc. To acquire any real and personal property rights or any other privileges or material which may be sued

or sovereignty combined with the business of the company.

dd. To manufacture and carry on the business of all kinds of oils whether vegetable or mineral, plants,

colour varnish skins, hides, curious, horns, trophies and other goods of similar nature as usually dealt

with by a firm of painter and decorations, cement, glass, stone of builders or buildings, merchants,

tools and machinery of all description and dealers in sports goods.

ee. To carry on all or any of the business of petrol and petroleum products, tyres, tubes and other rubber

goods, ivory (whether manufactures or un-manufactured) and any other business which may

conveniently be carried on in connection therewith.

Page 6: Memorandum and Articles of Association

ff. To carry on the business of dealers and fitters of wireless and electrical gods of all descriptions and any

other business which may conveniently be carried on in connection therewith.

gg. To carry on the business of railway or other wagon or railway or other coach builders, carriages, car,

cart and wagon or other vehicle builders, iron founders, mechanical engineers and manufacturer of

implements and machinery.

hh. To carry on the business of dealers in apparatus and machinery for use in mining of quarrying and any

other business which may conveniently be carried on in connection therewith.

ii. To acquire any estate to interest in property and to take options over, construct and develop and

property, real or personal or rights of any kind which may appear to be necessary or convenient for any

business of the company the objects of which include the carrying on of any business or activity within

the objects of this company.

jj. To enter into any guarantee, contract or indemnity or surety-ship and in particular (without prejudice

the generality of the foregoing) to guarantee the payment of any principal monies, premiums, interest

and other payment of dividends and premiums on the repayment of the capital of stock and shares of

all kinds and descriptions.

kk. To lend money to or provide credit of financial accommodation to any person or company in case in

which such grant or provision is considered likely directly or indirectly to further any of the objects of

the company or the interests of its members.

ll. To borrow and raise money and secure or discharge any debt or obligation of or binding on the

company in such manner as may be thought fit and in particular by mortgage of charges upon the

undertaking and all or any of the real and personal property (present and future) and the uncancelled

capital of the company or by the creation and issues of debentures, debenture stock or other obligations

or securities of any description.

mm. To invest any monies of the company not immediately required for the purpose of the

business of the company in such investments (other than shares in the company, if any) and in such

manner as may or otherwise deal with such instruments.

nn. To sell, exchange, mortgage, let or rent, share of profit royalty or otherwise grant license, easements

options, servitude and other rights over and in any other manner or dispose of the undertaking,

Page 7: Memorandum and Articles of Association

property, assets, rights and effects of the company or any part thereof for such consideration may be

thought fit and in particular for stocks, shares, debentures to other obligations or securities whether

fully or partly paid up, of any other company.

oo. To give any remuneration or other compensation reward for services rendered or be rendered in

placing or procuring subscription of or otherwise assisting in the issue in any shares, debentures or

other securities of the company or in about the formation of the company of the conduct of it’s

bossiness.

pp. To establish or promote, procure or participate in establishing or promoting any company the

establishment or promotion of which shall be considered desirable in the interest of the company and

to subscribe for, underwrite purchase or otherwise acquire the chares, stocks and securities of any such

company or of company carrying on proposing to own business or activity within the objects of the

company.

qq. To receive money on deposit or loan with or without allowance of interest therein.

rr. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills

of lading, warrants, debentures and other negotiable instruments.

ss. To enter into partnership or any other arrangements for sharing profits, union of interest or co-

operation, in concerns or otherwise with any person or persons, firm or firms or company of

corporation carrying on or engaged in transaction which the company may deem capable of being

conveniently carried on in connection with the above or calculated directly to enhance the value of or

render profitably any of the company’s property and or whereby the company would be benefited.

tt. To enter into any arrangements with any government or authorities (Municipal, local or otherwise) or

any corporation, companies or persons that may seem conductive to the company’s objects or any of

them and to obtain from any Government authority, corporation or persons any charters, contracts,

decrees, rights, privileges and concessions which the company may think desirable and carry out,

exercise and comply with any such charter,, contracts, decrees, rights, privileges and concessions and

to represent and advocate the view and policies of the company to governments and other authorities.

uu. To act as agents or brokers and as trustees for any person, firm or company and to undertake and

perform subcontracts and also to act in any of the business of the company through or by means of

agents brokers, by company through others.

Page 8: Memorandum and Articles of Association

vv. To remunerate any persons, firm or company rendering services to this company whether by cash

payment or by allotments to him or them of shares or securities of the company credited as paid up in

full or part or otherwise.

ww.To pay all or any expenses incurred in connection with the formation, promotion and incorporation of

the company to pay the same and to pay commission to brokers and others for underwriting, selling or

guaranteeing the subscription of any shares, debentures, debenture stock or securities of this company.

xx. To promote any other company for the purpose of acquiring all or any of the property and undertaking

of the liabilities of this company or undertaking any business or operations which may appear likely to

assist or benefit business or to place or guarantee the placing of, underwrite, subscribe or otherwise

acquire all or any part of the shares or securities of any such company as aforesaid, and to promote and

safeguard commercial, economic, civil and social interests of the members of the company.

yy. To sell or otherwise dispose of the whole or any part of the undertaking of the company either together

or in portions for such consideration as the company any think fit and in particular for shares,

debentures or securities of any company purchasing the same.

zz. To amalgamate with any other company having objects altogether or any part similar to those of this

company.

aaa. To distribute among the members of the company any property of the company and in particular any

shares, debenture or securities of other companies belonging to this company or of which this

company, corporation, municipal or local, or other body or authority.

bbb.To lend money to such persons or companies and on such terms as may seem expedient and in

particular to customers and others having dealing, with the company.

ccc. To give guarantee and/or become sureties for any person or persons, firm or firms, corporation or

corporations whether incorporated or not for moneys raised and / or borrowed by him or them from

any persons or firm or corporation for any purpose whatsoever and to charge or mortgage the property

of the company (movable or immovable) of the performance, discharge and fulfillment of such

obligations and guarantees.

ddd.To give bond or bonds and become bails for or in respect of any persons, firms, corporation for

whatever purpose as the company may seem fit.

Page 9: Memorandum and Articles of Association

eee. To make, provide and use railways, tramway, telegraphs, canals, roads and all other works and means

of transport by land or water necessary or expedient for the improvement of the property of the

company, and to contribute to the expenses of promoting, making and using the said works or any of

them.

fff. To purchase or otherwise acquire real and personal estates for the objects and purposes of the company

and to sell, lease, exchange, mortgage or otherwise deal with all or any of the real and personal

property of the company.

ggg.To procure the company to be registered or recognized in any other territory, colony, place and in any

foreign country or place.

hhh.To do all such other things as may be deemed incidental or conductive to the attainment of the above

objects or any of them. And it is hereby declared that the word “company” in this clause shall be

deemed to include any partnership or other body of persons whether incorporated or not incorporated

and whether domiciled in Kenya or elsewhere, and intention clause shall, except where otherwise

expressly stated in such paragraph, be independent of a main object and shall be in no way limited by

any other paragraph.

4. The liability of the members is limited

5. The share capital of the Company is Kshs. 100,000/= divided into 100 ordinary shares of Kshs. 1,000/=

each with power for the company to increase and reduce the said capital and to issue any part of its

original capital or increase with or without any preference, priority or special privilege or subject to any

postponed of rights or to any conditions or restrictions and so that unless the conditions of issues of

shares whether declared to be preference or otherwise shall be subject to power hereinafter contained.

Page 10: Memorandum and Articles of Association

WE, the several persons, whose names, addresses and descriptions are subscribed, 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 our respective names:-

Names, addresses and descriptions of

subscribers

Number of shares taken by each

subscriber

Signatures of subscribers

TOTAL NUMBER OF SHARES TAKEN

Dated this………………………………..day of……………………………..2011

WITNESS to the above SIGNATURE:

CERTIFICATE UNDER THE COMPANIES REGULATIONS:

It is hereby certified that the above Memorandum of Association has been produced by the process of

XEROGRAPHY.

Page 11: Memorandum and Articles of Association

THE COMPANIES ACT

(Chapter 486 of the Laws of the Republic of Kenya)

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

FOCUS INTELLIGENCE LTD

1) Subject as hereinafter provided the Regulations contained in part 1 of Table "A" in the First Schedule

to the Companies Act (hereinafter referred to, as Table "A") shall apply to the company.

2) The Company is a Private Company and accordingly: -

a) The right to transfer shares is restricted in the manner hereinafter prescribed.

b) The number of members of the Company (exclusive of persons who are in the employment of the

Company and of persons who having been formerly in such employment of the company were while in

such employment and have continued after the determination of such employment and have continued

after the determination of such employment to be members of the company) is limited to fifty: provided

that where two or more person hold one or more shares in the company jointly they shall for the purpose

of this article be treated as single member.

c) Any invitation to the Public to subscribe for any share or debentures of the Company is prohibited;

d) The company shall not have power to issue shares warrants bearers.

3) Regulations 3,5,24,53,75,79,88, to 97 (both inclusive) 113 and 133 of Table "A" shall not apply to the

company but the articles hereinafter contained and remaining Regulations of Table "A" subject to the

modifications hereinafter expressed shall constitute the Regulations of the Company.

4) The nominal share capital of the Company is Kenya shillings One Hundred Thousand (Kshs. 100,000/=)

divided into Four ordinary shares.

5) The members for the time being shall have the preferential right to subscribe for and take up all further

shares authorized to be issued. All such shares shall be offered to the members in proportion to the

existing share held by them and such offer shall be made by note specifying the number of shares to which

Page 12: Memorandum and Articles of Association

the members are 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 intimation from the member to whom such notice is

given that he declines to accept the shares offered, the Directors may dispose of the same (subject to

Article 1 hereof) to such persons at such time and generally on such terms and conditions as they think fit

provided that no share shall-be issued at a discount except as prescribed by Section 55 of the Act.

6) Subject to the provisions of Section 60 of the Act any preference shares may with the sanction of a special

resolution be issued upon the terms that they are or at the option of the Company are liable to be

redeemed.

LIEN

7) In Regulations II of Table "A" the words "(not being fully paid Shares)" and the Word "(other than

fully paid shares)" shall be omitted.

CALLS

8) No member shall be entitled to receive any dividend or to be present or to vote any question, either

personally or by proxy, at any General meeting, or upon a poll or to be reckoned in a quorum whilst

any call or other sum shall be due and payable to the Company in respect of any of the shares held by

him, whether alone or jointly with any other person.

TRANSFERS OF SHARES

9) (i) A share may be transferred by a member by a member or other person entitled to transfer to any

member selected by the Transferor; but save as aforesaid, the save as provided by Sub-Article (vi) or

(viii) hereof, no share shall be transferred to a person who is not a member so long as any member (or

any person selected by the Directors as one whom it is desirable in the interest of the Company to

admit to membership) is willing to purchase the same at a fair value.

(ii) Except where the transfer is made pursuant to Sub-Article (vi) or (viii) hereof, the person

proposing to transfer any shares (hereinafter called 'the proposing transfer') shall give notice in

writing (hereinafter called a "transfer notice") to the Company that he desires to transfer the

same. Such notice shall specify the sum he fixes as the fair value, and shall constitute the

Company, his agent for the sale of the shares to any member of the company (or person

selected as aforesaid) willing to purchase the share (hereinafter called "the purchasing

member') at the price so fixed or at the fair value to be fixed by the Author in accordance with

Sub-Article (vi) hereof. A transfer notice may include several shares, and in such case shall

operate as if it were a separate notice in respect of each. A transfer notice shall not be

Page 13: Memorandum and Articles of Association

revocable except with the sanction of the Directors.

(iii) The Company shall, within the space of twenty-eight days after being served with transfer

notice, find a purchasing member and shall be bound upon payment of the fair value as fixed in

accordance with Sub- Article (ii) or (vi) hereof, to transfer the share to the purchasing member.

(iv) In case any difference arises between the proposing transferor and the purchasing member as to

the value of a share the Auditor (for the time being of the company) shall on the application of

either party certify in writing the sum which in his opinion is the fair value and such shall be

deemed to be fair value and in so certifying the Auditor shall be considered to be acting as an

expert and not, of the Laws of Kenya) shall not apply.

(v) If in any case the proposing transferor, after having become bound as a aforesaid, makes

default in transferring the share the company may receive the purchase money, the proposing

transferor shall be deemed to have appointed anyone director or the Secretary of the company

as his agent to execute a transfer of the share to the purchasing member, and upon the

execution of such transfer the company shall hold the purchase money in trust for the

proposing shall be good discharge to the purchasing member, and after his name has been

entered in the Register in the purported exercise of the aforesaid power, the validity of the

proceedings shall not be questioned by any person.

(vi) If the company shall not within the space of Twenty eight days after being served with a

transfer notice, find a purchasing member and give notice, find a purchasing member and give

notice in a manner aforesaid, the proposing transferor shall at any time within three months

afterwards be at liberty subject to sub-article (ix) hereof, to sell and transfer the share (or where

there are more shares than one of those not placed) to any person and at any price.

(vii) The company in General meeting may make and from time to time vary rules as to the mode in

which any shares specified in any transfer notice shall be offered to the members and as to their

rights in regard to the purchase thereof and in particular may give any member or class of

members a preferential right to purchase the same. Until otherwise determined every such share

shall be offered to the members in such proportion and in such manner as provided for by Article

5 hereof.

(viii) Any share may transferred by a member to any child or other issue, son in-law, father, mother,

brother, sister, nephew, niece, wife or husband may be transferred by his executors or

administrators to any child or other issue, son-in-law, daughter-in-law, father, mother, brother,

Page 14: Memorandum and Articles of Association

sister, nephew, niece, widow, or widower of such deceased member and shares standing in the

name of the deceased member or his executor or administrators may be transferred to the will of

any deceased member may be transferred upon any change of trustees to the trustees for the time

being of such will and the restriction in Sub-Article (1) hereof shall not apply to any Transfer

authorized by the Sub-Article.

(ix) The directors may refuse to register any transfer of a share, (a) where the Company has a lien on

the share of (b) where the Directors are not of the opinion that it is desirable to admit the proposed

transferee to membership, but paragraph (b) of this Sub-Article shall not apply where the proposed

transferee is already a member, no to a transfer made pursuant to Sub-Article (viii) hereof.

(x) Notwithstanding the foregoing Sub-Articles, transfer of shares in the company may be made to

any person at any price or for any or no consideration provided that all the members of the

Company agree thereto in writing.

TRANSFER OF SHARES

1. The provision to Regulation 32 of Table "A" shall be omitted

PROCEEDINGS AT GENERAL MEETING

2. No business shall be transacted at any general meeting unless a quorum of members is present at the

time when then the meeting proceeds to business; save herein otherwise provided two members present

in person shall be a quorum.

3. Subject to the provision of the Act, a resolution in writing signed by all members for the time being

entitled to receive notice of and to attend and vote at any general meeting (or being corporations by

duly authorized representatives) shall be as valid and effective as if the same had been passed at a

general meeting of the Company duly convened and held.

DIRECTORS

4. Until otherwise determined the number of directors shall not be less than two and not more than seven.

The names of the first directors shall be determined in writing by the subscribers of the memorandum

of Association or a majority of them and until such determination the signatories to the Memorandum

of Association shall be the first directors.

5. Each director shall have power to nominate in writing any person to act as alternate Director in his

Page 15: Memorandum and Articles of Association

place during his absence from Kenya or inability to act as such Director, and at his discretion to

remove such alternate Director by notice in writing to the Company, and such appointments being

made, the alternate director shall (expect as regards the share qualifications and enumeration) be

subject in all aspects to the terms and conditions existing with reference to the other directors, and each

alternate director, while acting in the place of an absent Director, shall enjoy all the rights of exercise

and discharge all the duties of the Director he represents.

MANAGING DIRECTOR

6. The Directors may from time to time appoint one or more of their body to the office of Managing

Director for such period and on such terms as they think fit, and subject to the terms of any agreement

entered into any particular case, may revoke such appointment. A Director so appointed shall not,

whilst holding that office, be subjected to retirement by rotation or be taken into account in

determining the rotation of retirement of Directors, but his appointment shall be automatically

determined if he ceased from any such cause to be a Director.

7. A managing Director shall receive such enumeration (Whether by way of Salary, commission or

participation in profits, or partly in one way and partly in another) as the Directors may determine.

8. The Director may entrust to and confer upon a managing Director any of the powers exercisable by

them upon such terms and conditions and with such restrictions as they may think fit and either

collaterally with or the exclusion of their own powers and may from time to time revoke, withdraw,

alter, or vary all or any of such powers.

BORROWING POWERS

9. The Directors may exercise all the power of the Company to borrow money and to mortgage or charge

its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture

stock and other securities whether outright or as security for any debt, liability or obligation of the

Company or of any third Party.

POWER AND DUTIES OF DIRECTORS

10. A Director may vote as a Director in regard to any contract or arrangement in which he is interested or

upon any matter arising there at, and if he shall so vote shall be counted, and be reckoned in

constituting a quorum when any such contract or arrangement is under consideration, and paragraphs

(2) and (4) of Regulation 84 of Table "A" shall not apply to the Company

Page 16: Memorandum and Articles of Association

DISQUALIFICATION OF DIRECTORS

11. The office of director shall be vacated if the Director; -

a) Become bankrupt or makes any arrangements with his creditors generally or;

b) Becomes prohibited from being a director by reason of any other mode under section 189 of the

Companies Act; or

c) Becomes of unsound minded or;

d) Resigns his office by notice in writing to the company

ROTATION OF DIRECTORS

12. An Director may in writing appoint any person by the majority of the Directors, to be his alternate to

act in his place at any meeting of the Directors and to attend and vote there as a Director when the

person appointing him is not personally present, and where he is a Director to have a separate vote

on behalf of the Director, may at any time in writing revoke the appointment of an alternate so

appointed by him. Every such alternate shall be an officer of the Company and shall not be deemed

to be the agent of the director appointing him. The remuneration payable to the Director appointing

him and proportion thereof shall be agreed between them. An alternate need not hold any share

qualification. For the purpose of Regulation 99 of Table "A" an alternate appointed by a Director

appointing him is not present.

THE SEAL

13. The seal shall be affixed to any instrument except by the authority of a resolution of two Directors or

at least one Director and the secretary or some other person approved by the Board, and the

Directors or the Director and the secretary or the other person as the case may be, shall sign every

instrument to which the seal is so affixed in their presence.

DIVIDENDS AND RESERVE

14. The company n general meeting may at any time and from time to time resolve that any surplus

moneys in the hands of the company representing capital profits arising from the receipts of moneys

received or recovered in respect of nor arising from the realization of any capital assets of the

company or any investment representing the same and not required for the payment or provision of

any fixed preferential dividend instead being applied in the purchase of other Capital assets of for

Page 17: Memorandum and Articles of Association

other capital purposes be distributed amongst the ordinary shareholders on the footing that receive

the same as capital and in the shares and proportions in which they would have been entitled to

receive the same if it had been distributed by way of dividend provided always that no such profit as

aforesaid shall be distributed unless there shall remain in the hands of the Company a sufficiency of

other assets to answer in full the whole of the liabilities and paid up share capital of the company for

the time being.

15. The Directors may retain any dividend or other sum payable on or respect of a share on which the

company has lien and may apply the same in or towards a satisfaction of the debts, liabilities or

engagements in respect of which the lien exists.

16. All dividends unclaimed for one year after having been declared may be invested or otherwise made

use of by the Directors for the benefit of the company until claimed and the company shall not be

constituted trustees in respect thereof. All dividends unclaimed for a period of twelve years after

having been declared shall be forfeited and shall revert to the company.

NOTICES

In Regulations 131 of Table "A" the words," in the case of a notice of a meeting and all words after the words

"the letter containing the same is posted" shall be deleted.

17. Any notice or document sent by post to pr left at the registered address of any member, in pursuance

of these regulations, shall notwithstanding such member be then deceased or bankrupt and whether

or not the company has notice of his decease or bankruptcy, be deemed to have been duly served in

respect of any shares whether held solely or jointly with other person by such member, until some

other person registered instead as holder or joint holder thereof, and such service shall for all

purposes be deemed a sufficient service of such service shall for all persons interested (whether

jointly with or as claiming through or under him) in any such share.

WINDING UP

18. If the Company shall be wound up the liquidator may with the sanctions of a Special Resolution of

the Company and other sanction required by the Act, divide among the members in species or kind

the whole or any part of the assets of the Company (whether they shall consist of property of the

same kind or not) and may, for such purpose set such value as he deems fair upon any property to be

divided as aforesaid and may determine how such division shall be carried out between the members

or different classes of members. The liquidator may with the like sanction, vest the whole or any part

of such assets in trustees upon such trusts for the benefits of the contributors as the liquidator, with

the like sanction shall think fit but so that no member shall be compelled to accept any shares or

other securities whereon there is any liability.

Page 18: Memorandum and Articles of Association

INDEMNITY

19. Every Director, managing director, Agent, Auditor, Secretary, or other officer of the company shall

be entitled to be indemnified out of the assets of the company against all losses or liabilities which

he may sustain or incur in or about the execution of the duties of his office or otherwise in relation

thereto, including any liability incurred by him in defending any proceedings, whether civil, or

criminal in which judgment is given in his favor or in which he is acquitted or in connection with

any application under section 402 of the Act in which relief is granted to him by the court and no

Director or other office shall be liable for any loss, damage or misfortune which may happen to be

incurred by the company in the execution of the duties of his office or in relation thereto. But this

Article shall only have effect in so far as its provisions are not avoided by the section 206 of the Act.

ARBITRATION-DIFFERENCES TO BE REFERRED

20. Whenever any differences arises between the company on the one hand any of the members, their

executors, administrators, or assigns on the other hand, touching the true intent or construction, or

the incidents, or consequences of these Articles or of the statutes, or touching anything then or

thereafter done, executed omitted or suffered in pursuance of Articles or any claim on account of

such breach or alleged breach or otherwise relating to the premises or these articles or to any statutes

affecting the company, or to any of the affairs of the company, every differences shall be referred to

the decision of an arbitrator, to be appointed by the parties in difference or if they cannot agree upon

a single arbitrator to the decision of two arbitrators or whom one shall be appointed by each of the

parties in difference.

Page 19: Memorandum and Articles of Association

Names, addresses and descriptions of subscribers Signatures of subscribers

TOTAL NUMBER OF SHARES TAKEN

Dated this………………………………..day of……………………………..2011

WITNESS to the above Signatures:

CERTIFICATE UNDER THE COMPANIES REGULATIONS:

It is hereby certified that the above memorandum of Association has been produced by the process of

XEROGRAPHY.