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Unique
MEMBERS NAME
FIZZA RUBAB
W1F14MCOM0018
ZARA JAVAID
W1F14MCOM0027
SUBMITTED TO
ABSTRACT
This article is one part of a project on the role of law in the history of corporate responsibility
concerns associated with corporate personhood, corporate purpose, and corporate regulation all
ultimately relate to a far more basic issue: corporate governance, directors duties stack holder
engagement. It develops an influencing factor that should be consider when developing an
effective security governance programs as a defense weapon to test and evaluate organization .
Articles represent state-of-the-art research in an important area of corporate governance research.
For each of these areas, we discuss the importance of the area and the questions it focuses on,
how the article in the special issue makes a significant contribution to this area.
Contents
Acknowledgement...................................................................................................... 6
Dedication.................................................................................................................. 7
VISION STATEMENT..................................................................................................... 8
CORPORATE MISSION.................................................................................................. 9
INTRODUCTION......................................................................................................... 10
Company............................................................................................................... 10
History................................................................................................................... 10
AIM OF PROJECT..................................................................................................... 11
Question by Question Analysis....................................................................................... 13
INCORPORATION AND LISTING................................................................................... 14
Introduction.............................................................................................................. 14
Memorandum of Association.......................................................................................... 16
Article of Association................................................................................................... 17
Question by Question Analysis....................................................................................... 18
DIRECTORS................................................................................................................ 20
Introduction.............................................................................................................. 20
Introduction.............................................................................................................. 24
Question By Question Analysis...................................................................................... 26
Conclusion................................................................................................................ 27
Introduction.............................................................................................................. 28
Question By Question Analysis...................................................................................... 29
Introduction.............................................................................................................. 29
Question by Question Analysis..............................................................................30
Participating Firm....................................................................................................... 35
Jurisdiction............................................................................................................... 35
Research Temple........................................................................................................... 35
Acknowledgement
We w o u l d l i ke t o t h a n k T h e Almighty Allah for helping us
a lot although the project and for making us
capable to complete this project.
And, last but not the least, our Parents who have supported us
and have prayed a lot for so our real success that we are here
with the final project.
Dedication
BAB E MADINA TUL ILM
HAZRAT ALI A.S IBN E ABI TALIB
AND
OUR LOVING PARENTS
Vision Statement
The Companys vision is to be the Market Leader and
serve the needs of customers with total dedication,
supply them the current and anticipate their future needs,
create value for customers, shareholders,
employees and the community.
Corporate Mission
To meet the current needs of its customers and anticipate
their future needs. To maintain close and direct
contacts with the customers to ensure
their complete satisfaction. Constantly improve
the quality of all our activities through operational excellence.
To give fullest regard to the safety and health of employees and
customers. To promote professionalism at all levels
through constant education, training and development
of human resources. To safeguard the
environment and the community from pollution.
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INTRODUCTION
Company
Wah Nobel is a joint venture between Saab Sweden, Almisehal Saudi Arabia and the Pakistan
Ordnance Factories founded in 1962. For more than five decades Wah Nobel has stood as a
symbol of safety, reliability, service and commitment, Wah Nobel's products enjoy the highest
standing in Pakistan and abroad. This has been achieved through innovation, experience,
state-of-the-art technology and a vision for the future.
Wah Nobel is fully committed to a policy that ensures a consistent supply of quality products and
services at competitive prices.
History
To meet the indigenous requirements of commercial explosives for mining and various
infrastructural projects, it was decided to establish a company for manufacture of commercial
explosives in 1961. To meet this end in 1962 it entered into a joint venture with Bofors Sweden,
for the indigenous manufacture of commercial explosives and its accessories.
Thus a company named, Wah Bofors Explosives Company Limited now Wah Nobel (Pvt)
Limited was founded. The project was a great breakthrough. The success of Wah Nobel (Pvt)
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Limited spurred it to enlarge its scope of activities and diversify its business. As a sequel
following companies were established.
Wah Nobel Chemicals Limited
1982
1993
1998
2014
2014
AIM OF PROJECT
The aim of our project is to demonstrating a high level of concentration, developing a sense of
order (putting all materials back where they belong) ,taking pride in a job well done ,increasing
independence through care of self and the environment ,developing respect for his community
(using materials appropriately and cleaning up afterwards) ,improving fine motor coordination,
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intellectual and practical skills, ability to flourish as an individual, integration and synthesis of
knowledge, Skills and abilities.
Legal landscapes are the details of corporate laws. It includes human rights; environmental issues
criminal issue health issue, security issue etc. The survey is mostly reliable on the result of
relation to state role and practice in the company and human rights area as whole.
This has found that the region display considerable lawful and rule ineffectiveness at the state
level, frequently replicated globally. The most general is what he has called straight
incoherence, where economic or company paying attention department and agencies that directly
shape business practices perform their work in separation from and mostly uninformed by their
government human rights agencies and obligation.
Short list of the key consideration includes:
Wages and hour compliance.
Zoning.
Workplace safety and occupational safety and health act compliance.
Workers compensations.
Risk Management.
Employment discrimination issues in the administration.
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Yes workers feels secure because their payments (compensation benefits) are secured by the
employers under workers compensation law.
7. Which corporate and security law are imposed and which law are imposed and why?
The companies ordinance 1984 is imposed corporate and security law.
Memorandum of Association
16
Article of Association
17
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DIRECTORS
Introduction
The Corporations Act 2001 requires that a company director or other officer exercise their
powers and discharge their duties with care and diligence [s 180].
This duty is subject to a business judgment rule that requires a director making a business
judgment to:
Rationally believe that the judgment is in the best interests of the corporation.
Directors have a duty to make full and frank disclosure of information within their knowledge to
enable shareholders to make properly informed judgments on any matter [s 191].
The questions associated to directors duties evaluate the extent to which director is required,
permitted or confident to judge the human rights impact of the companys actions, as well as the
judgment they are given in making these thought.
Directors are frequently required to make tricky decisions concerning to companys business
actions, including those connected to the companys to the companys the humanity supply to
directors on this problem.
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BOARD OF DIRECTORS
Directors Duties:
Following are some duties of directors:
A director must act in what he fairly considers to be the companys interests, and not in the
interests of some other person or body.
A director must not place himself in a position where his duty to the company and his personal
interests may conflict.
Must not use the property or money of the company to make a profit for himself
Not Use information acquired by virtue of his position to make a profit for himself.
A director must employ the powers and assets that he is entrusted with for proper purposes,
and not for any collateral purpose.
It is the function of the directors to recommend the payment of the dividend and the function of
the shareholders in general meeting to declare the dividend.
The directors are required to attach a report to the members together with the accounts (Section
201(5)).
A director has to ensure that the requirement to keep proper accounting records is complied with.
Section 201 of the Act requires the directors to produce to the shareholders a profit and loss
account and a balance sheet at least once every calendar year.
Section 171 of the Act requires every company to have a secretary and according to subsection
(3), the secretary (or secretaries) shall be appointed by the directors of the company.
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The directors of the company shall, within 3 months after incorporation of the company, appoint
such a person or persons to be the auditor or auditors of the company who will hold office until
the conclusion of the companys first Annual General Meeting (Section 205(1)).
Section 156 of the Act imposes a duty on every director to disclose at a meeting of the directors
of the company his interest, whether direct or indirect, in a transaction or proposed transaction
with the company.
A director
may not enter into a transaction with the company without disclosing the fact that he is
a party to the transaction and any profits that he will or is likely to obtain from the
transaction.
It is the duty of director to promote the success of the company (section 172)
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23
25. Can directors borrow their discretion time to time from the members for the purpose of
the Company?
The directors may from time to time at their discretion borrow from the members or others
persons and may themselves borrow any sum or sum of money for the purposes of the Company.
26.can directors refuse to registered the transfer of any shares?
The Directors may refuse to register the transfers of any shares without assigning any reason
therefore provided always that in the event of such refusal they shall within after the date on
which the transferee was lodged with the Company send to the Transferee and the transferor
notice of the refusal.
27.what is the election procedure of the Directors?
Election of the Directors will be held according to the procedures laid down in the section 178 of
the Ordinance.
REPORTING
Introduction
This consequence of company following as well as reporting their human rights impacts under
the corporate responsibility to respect. Reporting can be essential for the company in knowing
whether its policies are being effectively implemented. It can also facilitate stakeholders to better
engage with the company, assess risk and compare performance within and across industries.
The surveys provide that in several jurisdictions voluntary reporting is often encouraged by
regulators and stock exchange commission of Pakistan (SECP). The company disclose and
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describe corporate governess issues in their annual or quarterly report. The jurisdiction
companies self regulate to require disclosure on non- shareholders.
Objectives
The objective of these Guidelines is to promote the development of a framework for CSR initiatives by
the companies.
Hierarchy:
Board of
Director
Chief
Executive
General
Manager
financial statements and accounting estimates are based on reasonable and prudent
judgment.
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28. Do reporting obligations extend to such impacts or actions outside the jurisdiction; to
the impacts or actions of subsidiaries, suppliers and other business partners, whether
occurring inside or outside the jurisdiction?
The companies Act requires merge financial reports for a group of related companies. However
the reporting obligations as indicated above do not entail impacts of a non-financial nature.
29. Who must verify these reports; who can access reports; and what are the legal penalty
of failing to report or misrepresentation?
The company is required by law to have an external auditor who verifies the financial reports.
The auditor prepares a report which must be annexed to the financial reports. Moreover, the
auditor has a right to be invited for the Annual General Meeting of the company and has a right
to address the shareholders.
30. Are company required to disclose the impact of their operations on non share holders?
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No it is not necessary for the company to disclose the impact of their operations on non share
holders.
31. By whom the financial statements of the company are prepared?
Financial statement are prepared by the management of the company and present the fairly its
state of affairs.
Conclusion
If a director fails to take reasonable measures to ensure compliance with the requirements of the
Act regarding Financial Reporting obligations, they will be liable to imprisonment for one year
or fine. All the shareholders and creditors of a company are entitled to receive copies of the
financial statements. These reports are not made publicly available on the regulators website.
Company does not include the report on their websites. The surveys suggest a lack of clarity
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regarding the geographical scope of various reporting obligations and whether they extend to the
acts of a companys subsidiaries or other business partners.
The surveys argue that it can generally be implied that reporting obligations extend to foreign
impacts and possibly to the actions of business partners to the extent that such actions would
otherwise need to be disclosed under the rules described above.
STAKEHOLDER ENGAGEMENT
Introduction
Stakeholder engagement is the procedure by which a business involves community who may be
affecting by the decision it make or can power the accomplishment of its decisions. They may
maintain or oppose the decision, be powerful in the organization or within the community in
which it operates, hold relevant official positions or be affected in the long term.
Stakeholders may include locally affected communities or individuals and their formal and
informal representatives, national or local government authorities, politicians, religious leaders,
civil society organizations and groups with special interests, the academic community, or other
businesses.
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to comply with the Listing Regulation of the Karachi, Lahore and Islamabad Stock Exchanges
where the Company is listed. The issues that may exist in company are:
Shareholders and management conflicts
Voting issues in selection of directors
Re elections of directors
Re appointment of auditors
Changes in share capital
Concerns about proxy advisor power and influence.
The long-standing debate about the purpose of the corporation and governance roles.
Shareholder litigation and the reactive use of corporate by-laws to protect boards.
Tensions between achieving short-term returns and making long-term investment.
40. Are there any other laws requiring representation of particular constituencies on
company boards?
The survey recommended that it is unusual for jurisdiction to need that non-shareholders be
represented on corporation boards. In the jurisdiction where non-shareholders do require being
included, staff is the most frequently represented group. Although the requirements connecting to
worker representation are different in each jurisdiction, a general feature is that they tend to
occur once a company reaches a definite entry number of workers.
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41. Are there any laws requiring gender, racial/ethnic representation; or nondiscrimination
generally, on company boards?
This question identifying that a number of regulators around the world are currently considering
the advantages and disadvantages of greater diversity on company boards, including in relation
to gender.
This includes calls to increase the presence of women on company boards. There are no laws
requiring gender, racial/ ethnic representation or non-discrimination generally, on company
boards.
42. Is there any arbitrates to resolve the disputes between members or employees of the
company?
There are no as such arbitrates to resolve the issues. Company has advisors of sales tax, Income
tax and custom that in case of disputes helps to resolves the issues between members and
employees.
43:What is the impact of sound corporate governance on company?
Sound corporate governance of company enhances the productivity of the company. Properly
structure corporate governance improves effectiveness. It highlights role of stakeholders in the
firm.
44. Are there any laws related to the corporate governance that encourage the company to
develop corporate culture?
The company has prepared a Code of Conduct and has ensured that appropriate steps have
been taken to Disseminate it throughout the company along with supporting policies.
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Concluding Remarks
The organization is providing the customers the best products at the best cost.
Delivery of the products and services is made efficiently and effectively.
Wah Nobel has stands as sign of protection, trustworthiness, service plus obligation throughout
the decades.
Wah Nobel's goods are known as the symbol of excellence in Pakistan as well as out of this
country.
The excellence and goodwill is established all the way through improvement, experience,
exposure, using the latest technology and expertise.
All the staff has very good approach because of experience in respective field.
There is union and co-ordination among all staff
Company has open door policies.
Board of directors has delegated powers.
Company has sound internal control.
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SUGGESTIONS
Add new employees and equipment when you need them. One of the biggest reasons companies
experience growing pains when they are expanding is due to short staffing or a failure to add new
equipment to keep up with demand.
Study the market and the competition and open a new location nearby or take your business
online to expand your global horizons.
Creating innovative new-growth initiatives without losing discipline and focus on the core
business.
Finding the time to guide and coach new-growth teams without neglecting the other burning
issues on the agenda.
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Supporting innovative thinkers and risk takers without signaling neglect of the core business
RECOMMENDATIONS
The company should be engaged in developing more accurate marketing strategies to sustain the
present lot of customers as well attract the new customers also.
Proper Human resource department should be established in order to address the actual needs
and issues of the employees.
HR should be provided with courses how to use the machinery and the equipment properly,
safety measures should also be provided.
Appraisals and incentives should be provided on the amount of quality services the employee is
providing.
Communication gap between management and staff must be eliminated through counseling.
Working hours should be reduced for achieving extra output from workers. And working timing
should be equal to international standards.
Company should make feasibility of settings their plant in local area.
Company should use discovery process to uncover cross-sales opportunities.
Company should understand the account management preferences of your business customers.
Company should emphasize to his employees how diversity benefits the company, and how that
ultimately benefits each employee.
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APPENDICES
Participating Firm
Wah Nobel Gilgat Bultistan
Jurisdiction
Companies Ordinance 1984.
Law of Contract Act 1872
Labor Laws
Sale Tax Act 1990
Income Tax Ordinance 2001
Zakat and Ushr Ordinance 1980
International Financial Reporting Framework
RESEARCH TEMPLE
Legal Landscape
1.What activities are considered to compensate the employees?
2. Does the employees have and use proper protective equipment, gloves etc, if needed?
3.Are powers tools and machinery properly grounded?
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Directors Duties
19. To whom are directors duties owed?
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20. Are there duties to avoid legal risk and damage to the company's reputation? If so, are they
duties in their own right or are they incorporated into other duties?
21. If directors are required or permitted to consider the impacts on non-shareholders, to what
extent do they have discretion in determining how to do so?
22. What are the legal consequences of failing to fulfill any duties described above; and who may
take act to begin them?
23. Directors or any one of them can personally liable for the payment of primarily due from the
Company?
24. Can Directors raise and secure sum in such manner as they think fit?
25. Can directors borrow their discretion time to time from the members for the purpose of the
Company?
26. Can directors refuse to register the transfer of any shares?
27. What is the election procedure of the Directors?
Reporting
28. Do reporting obligations extend to such impacts or actions outside the jurisdiction; to the
impacts or actions of subsidiaries, suppliers and other business partners, whether occurring inside
or outside the jurisdiction?
29. Who must verify these reports; who can access reports; and what are the legal penalty of
failing to report or misrepresentation?
30. Is company required to disclose the impact of their operations on non share holders?
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REFRENCES
http://www.wahnobel.com/about.html
http://www.slideshare.net/abidi512/wah-nobel-ltd
Wah Nobel Annual General Report 2014
MR.ZAFAR IQBAL (General Managers Accounts Wah Nobel Group of Companies)
MR.TARIQ SHAFI (General Manager Production, Admin & HR Wah Nobel Group of
Companies)
http://corpgov.law.harvard.edu/2014/12/12/corporate-governance-issues-for-2015
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