Company Registration Documents

2011
Premium Foods Ltd.

QUALITY GUARANTEED
[Type the document subtitle]
[Type the company name]
1/1/2011
Documents essential for registration of a public company
DEPARTMENT OF MANAGEMENT SCIENCES BBA-4
LAHORE COLLEGE FOR WOMEN UNIVERSITY
TABLE OF CONTENTS
Executive Summary .................................................................................................................................... 1 Company Profile ......................................................................................................................................... 2 MEMORANDUM OF ASSOCIATION................................................................................................ 3 I. NAME CLAUSE: ........................................................................................................................ 4 II. SITUATIONAL CLAUSE: ........................................................................................................ 4 III. OBJECT CLAUSE: ................................................................................................................... 4 IV. LIBILITY CLAUSE: .................................................................................................................. 7 V. CAPITAL CLAUSE: .................................................................................................................. 7 VI. ASSOCIATION AND SUBSCRIPTION CLAUSE:................................................................ 8 ARTICLES OF ASSOCIATION......................................................................................................... 10 I. INTERPRETATIONS .............................................................................................................. 11 II. MEMBERSHIP: ....................................................................................................................... 11 III. GENERAL MEETINGS .......................................................................................................... 12 IV. NOTICES: ................................................................................................................................. 13 V. PROCEEDINGS AT GENERAL MEETINGS: .................................................................... 13 VI. BOARD: ..................................................................................................................................... 15 VII. POWERS AND DUTIES OF THE BOARD ......................................................................... 16 VIII. PROCEEDINGS OF THE BOARD: ..................................................................................... 16 IX. SECRETARY:........................................................................................................................... 17 X. ACCOUNTS: ............................................................................................................................. 18 XI. PROFIT OF THE COMPANY: .............................................................................................. 19 XII. WAGES AND WELFARE:...................................................................................................... 19 XIII.DISSOLUTION: ....................................................................................................................... 19
PROSPECTUS ...................................................................................................................................... 21 1. 2. 3. 4. 5. 6. 7 8 APPROVAL AND LISTING ON THE STOCK EXCHANGE: .......................................... 22 SHARE CAPITAL AND RELEVENT INFORMATION: ................................................... 24 UNDERWRITING, COMMISSION, BROKERAGE AND OTHER EXPENSES: ........... 29 HISTORY AND PROSPECTS: .............................................................................................. 31 FINANCIAL INFORMATION ............................................................................................... 36 MANAGEMENT: ..................................................................................................................... 40 MISCELLANEOUS: ................................................................................................................ 43 APPLICATION ANO ALLOTMENT INSTRUCTIONS: ................................................... 46
ANNEXURE .............................................................................................................................................. 50
PREMIUM FOODS LIMITED
EXECUTIVE SUMMARY
First of all, we are very thankful to Almighty Allah, with the help of whom we have completed this task. The journey has not finished yet and we pray to Him who shows us the straight path & helps us in every difficulty as we are nothing without His mercy. We owe profound gratitude to Miss Rabia Aslam for stimulating our creative abilities by assigning this report to us. Whatever we have learnt from her and this project has put indelible impression on our mind. Project report is the indispensable part to complete BBA program. This report is based on our research and the objective of this project is to give overview of the important documents required for the registration of a company in Pakistan. We have selected a PUBLIC COMPANY LIMITED BY SHARES and prepared the important documents required for its registration. The name of our company is PREMIUM FOODS LIMITED which deals in food products. The project includes companys profile, memorandum of association, article of association and prospectus.
Company Profile Basic Information

Company Name: Business Type: Product/Service (We Sell): Product/Service (We Buy): Premium Foods Limited Trading Company, Distributor/Wholesaler Beverages, dairy products, baby products, prepared meals, chocolates & confectionaries Beverages, dairy products, baby products, prepared meals, chocolates & confectionaries
Company Website URL: http://www.premiumfoods.ru
Trade & Market

Pakistan Main Markets: Southeast Asia Mid East
Head office and registered office in Lahore. Registered in both Lahore & Karachi Stock exchanges One among the top 25 companies of both stock exchanges. Started with Sheikhupura production plant. Leader of consumer market currently. More than 2500 employees are in factories and offices. More than 65% market share
MEMORANDUM OF ASSOCIATION
The Memorandum of Association is the principal document in the formation of a joint stock company. It is called the charter of the company. It contains the fundamental conditions upon which the company is allowed to be incorporated or registered. It defines the limitations of the powers of the company. The purpose of memorandum is to enable the shareholders, creditors and those who deal with the company to know what its permitted range of activities or operations is. It defines the relationship of the company with the outside world. The Memorandum of Association usually contains the following six clauses: Name Clause Situation Clause Objects Clause Liability Clause Capital Clause Association and Subscription Clause
The Companies Ordinance, 1984 (PUBLIC COMPANY LIMITED BY SHARES)
Memorandum of Association OF PREMIUM FOODS LIMITED
I.
NAME CLAUSE:
The name of the Company is PREMIUM FOODS LIMITED. The company is to be a public company.
II.
SITUATIONAL CLAUSE:
The registered office of the Company will be situated in LAHORE, PUNJAB.
III.
OBJECT CLAUSE:
The objects for which the Company is established are all or any of the following: A. To promote environmentally and socially responsible food production, to encourage the development of community based local food economies and interactive links between producers and consumers.
B. To purchase, take on lease or in exchange, hire or otherwise acquire and hold for any estate or interest any lands, buildings easements, rights, privileges, concessions, patent rights, licenses, secret processes, property of any kind necessary or convenient for the purpose of or in connection with the Co-operatives business or any branch or department thereof.
C. To erect, construct lay down, enlarge, alter and maintain any shops, stores, factories, buildings, works, ways, plant and machinery necessary or convenient for the Co4
operatives business, and to contribute to or subsidies the erection, construction and maintenance of any of the above.
D. To borrow or raise or secure the payment of money for the purpose of or in connection with the Co-operatives business, and for the purpose of and in connection with the borrowing or raising of money by the Co-operative to become a member of any building society.
E. To mortgage and charge the undertaking and all or any of the real and personal property and assets, present or future, and to issue at part or at a premium or discount, and for such consideration as may be thought fit debentures and debenture stock, either permanent or repayable, and collaterally or further to secure any securities of the Co-operative by a trust deed or other assurance.
F. To issue and deposit any securities which the Co-operative has power to issue by way of mortgage to secure any sum less than the nominal amount of such securities and also by way of security for the performance of any contracts or obligations of the Co-operative or of its customers or other persons or corporations having dealings with the Co-operative, or in whose business or undertaking the Co-operative is interested, whether directly or indirectly.
G. To receive money on deposit or loan upon such terms as the Co-operative may approve and to guarantee the obligations and contracts of customers and others. H. To draw, make, accept, endorse, negotiate, discount and execute promissory notes, bills of exchange and other negotiable instruments.
I. To invest and deal with the monies of the Co-operative not immediately required for the purpose of its business in or upon such investments or securities and in such manner as
may from time to time be determined provided that such investments further the aims of the co-operative and are made with due regard to social and ecological criteria. J. To accept payment of any property or rights sold or otherwise disposed of or dealt with by the Co-operative, either in cash, by installments or otherwise, or in fully or partly paid up shares of any company or corporation, with or without deferred or preferred or special rights or restrictions in respect of dividend, payment of capital, voting or otherwise or in debentures or mortgage debentures or debenture stock. mortgage or other securities of any company or corporation, or partly in one mode and partly in another, and generally on such terms as the Co-operative may determine, and so hold, dispose of or otherwise deal with any shares, stocks or securities so acquired.
K. To enter into any partnership or joint-purse arrangement or arrangement of sharing profits, union of interest or co-operation or amalgamate with any company, firm or person carrying on or proposing to carry on any business within the objects of the Cooperative, and to acquire and hold, sell, deal with or dispose of shares, stock, or securities of any such company, and to guarantee the contracts or liabilities of, or payment of the dividends, interest or capital of any shares, stock or securities of and to subsidies or otherwise assist any such company.
L. To establish or promote or concur in establishing or promoting any company the promotion of which shall be in any manner calculated to advance directly or indirectly the objects or interests of the Co-operative, and to acquire and hold or dispose of shares, stock or securities of and guarantee the payment of dividends, interest or capital of any shares, stock or securities issued by or any other obligations of any such company. M. To make any charitable donation either in cash or assets which the Co-operative may deem expedient.
N. To purchase or otherwise acquire and undertake all or any part of the business, property, assets, liabilities and transactions of any person, firm or company carrying on any business which this Co-operative is authorized to carry on.
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O. To sell, improve, manage, develop, turn to account, exchange, let on rent, royalty, share of profits or otherwise, grant licenses, easements and other rights in or over, and in any other manner deal with or dispose of the undertaking and all or any of the property and assets for the time being of the Co-operative for such consideration as the Co-operative may think fit.
P. To obtain, acquire and purchase all necessary permits, licenses or trademarks required for the purpose of enabling the Co-operative to carry on its said business upon such terms and conditions as it may think fit.
Q. In carrying out the aforesaid objects the Co-operative shall have regard to promoting the physical, mental and spiritual well-being of the community.
R. And it is hereby declared that the objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be independent main objects and shall be in no wise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Co-operative.
IV.
LIBILITY CLAUSE:
The liability of the members is limited.
V.
CAPITAL CLAUSE:
The authorized capital of the company is Rs. 200,000,000/- (Rupees Twenty Hundred Million only) divided into 20,000,000 ordinary shares of Rs. 10/- each with power to increase, reduce, consolidate or otherwise re-organize the share capital and to divide the shares of the company into different classes in accordance with the provisions of the Companies Ordinance, 1984.
VI.
ASSOCIATION AND SUBSCRIPTION CLAUSE:
We, the Subscribers to this Memorandum of Association wish to be formed into a company pursuant to this memorandum.
Name, addresses and descriptions of subscribers
Mr. Yousaf Waqas S/O Waqar A. Sahffi Pakistani Business man 94-D Model Town, Lahore Muhammad Naeem S/O Muhammad Yaqoob Pakistani Industrialist 97-A Iqbal Town , Lahore Mrs. Asma Wahab Wife Of Wahab Raza Pakistani House Wife 132-A Faisal Town , Lahore Umer Mansha S/O Shoaib Mansha Pakistani Engineer 14-C Jail Road, Lahore Mrs. Sana Saleem Wife Of Saleem Waheed Pakistani
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Number of shares purchased by each subscriber 50,000 (fifty thousand)
Signature
25,000 (twenty-five thousand)
25,000 (twenty-five thousand)
50,000 (fifty thousand)
26,000 (twenty-six thousand)
House Wife 17-F Sector A, Askari 9, Lahore Name, addresses and descriptions of subscribers Number of shares purchased by each subscriber 41,000 (forty-one thousand) Signature
Ali Munir S/O Munir Iqbal Pakistani Engineer 18-H Wapda Town, Lahore Mian Muhammad Aqeel S/O Waqas Haneef Pakistani Business Man 101-A Johar Town, Lahore Ibrahim Usman S/O Muhammad Usman Pakistani Doctor 42-B M.M.Alam Road, Lahore
30,000 (thirty thousand)
24,000 (twenty-four thousand)
Total number of shares taken= 266,000 (two hundred and sixty-six thousand)
Dated this
day of
Witness to the above signatures: Full Name: Arslan Nadeem C.N.I.C # 35202-789452-1 Fathers Name: Iqbal Baig
Nationality: Pakistani Occupation: Advocate High Court Full Address: 14-Aiwan E Iqbal Lawrence Road Lahore, Pakistan
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ARTICLES OF ASSOCIATION
The Articles of Association of a company contains the various rules and regulations for the day to day management of the company. These rules are also called the bye-laws. It covers various rights and powers of its members, duties of the management and the manner in which they can be changed. It defines the relationship between the company and its members and also among the members themselves. The rules given in the AOA must be in conformity with the Memorandum of Association. Articles of Association of a company generally contain rules and regulations with regard to the following matters:
(a) Preliminary contracts (b) Use and custody of common seal (c) Allotment, calls and lien on shares (d) Transfer and transmission of shares (e) Forfeiture and re-issue of shares (f) Alteration of share capital (g) Issue of share certificates and share warrants (h) Conversion of shares into stock (i) Procedure of holding and conducting company meetings (j) Voting rights and proxies of members (k) Qualification, appointment, remuneration and power of (l) Borrowing powers and methods of raising loans (m) Payment of dividends and creation of reserves (n) Accounts and audit (o) Winding up. Directors Article of Association ??????
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Article of Association OF PREMIUM FOODS LIMITED I.

INTERPRETATIONS
The Act means-the Companies Act 1985 and any amendments from time to time in force. The Co-operative means the above-named Company. Secretary means any person appointed to perform the duties of the Secretary of the Co operative. "The United Kingdom means the United Kingdom of Great Britain and Northern Ireland. Employee means a person for the time being employed by the Co-operative or any subsidiary of the Co-operative. "The Board" means the Board of Directors of the Co-operative.
In these Articles:-
II.
MEMBERSHIP:
may from time to time register an increase of members.
1. The number of members which the Co-operative proposes to register is 500 but the Board
2. Membership is open to all employees and to any individual, company, association or governmental organization supportive of the co-operatives objectives and paying such membership fees as the Board shall from time to time decide. Corporate bodies and Associations must appoint a deputy who shall personify that organization within the cooperative and notify the Secretary of the Co-operative in writing of their appointment.
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3. The provisions of Section 352 of the Act shall be observed by the Co-operative and every member shall either sign a written consent to become a member or sign the Register of Members on becoming a member. 4. A member shall cease to be a member if he or she: a. fails to pay subscriptions as they fall due (or, in the case of employees, ceases to be in the employment of the Co-operative for any reason whatsoever and does not then pay a subscription) b. ceases to fulfill any other qualifications for membership specified in these Articles; or
c. Resigns in writing to the Secretary.
III.
GENERAL MEETINGS
5. The Co-operative shall in each calendar year hold a General Meeting as its annual General Meeting and shall specify the meeting as such in the notices calling it, providing that every Annual General Meeting shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting. 6. The Board or twenty five percent of the members for the time being may whenever they think fit convene an Extraordinary General Meeting of the Co-operative. The notice of such a meeting must be given in accordance with Article 10-15 below and must state the objects of the meeting. 7. An Annual General Meeting or an Extraordinary General Meeting shall constitute a General Meeting of the Co-operative. 8. Decisions at General Meetings shall be made by passing resolutions. The decisions involving an alteration to the Memorandum and Article of Association the Co-operative and other decisions so required from time to time by statute shall be made by special resolution. A special resolution is one passed by a majority of not less than three-fourths of members present at a General Meeting. All other decisions shall be made by ordinary resolution requiring a simple majority.
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IV.
NOTICES:
9. An Annual General Meeting and a meeting calling for the passing of a special resolution shall be called by twenty-one days' notice; any other General Meeting shall be called by fourteen days' notice at least. 10. In the case of an Annual General Meeting or a meeting called for the passing of a special resolution, notice shall be given in writing to every member of the Co-operative. Notice may be given in person, or sent by email to an email address advised by the member, or sent by post to him/her or his/her registered office or any address given by him/her for this purpose within the United Kingdom. 11. The Co-operative in General Meeting may decide from time to time to invite by notice any person to a General Meeting of the Co-operative. 12. Notice shall be exclusive of the day on which it is served or given and shall specify the place and exact time of the meeting and the general nature of the business to be raised thereat. 13. Where notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting the notice and to have been effected at the expiration of forty-eight hours after notice has been posted. 14. The accidental omission to give notice of a meeting to or non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate proceedings at the meeting.
V.
PROCEEDINGS AT GENERAL MEETINGS:
15. Every member and such other persons as receive notice shall be entitled to attend and speak at a General Meeting.
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16. Twenty five per cent percent of the membership for the time being shall be the quorum. However, if a quorum is not present, decisions may be made. If within two weeks of minutes being circulated to members no objection has been received by the secretary, those decisions will be deemed to have been made by the General Meeting. 17. Each General Meeting shall elect a Chairperson whose function will be to conduct the business of the meeting in an orderly manner. 18. The Chairperson may with the consent of the meeting (and shall if so directed by the meeting) adjourn the meeting from time to time and place to place but no business shall be transacted at an adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. 19. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is, before or upon the declaration of the result of the show of hands, demanded by: (a) (b) The Chairperson; or At least 3 members present in person.
Unless a poll is so demanded, a declaration by the Chairperson that a resolution has been carried or lost and an entry to that effect in the minutes of the proceedings of the Cooperative shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favor of or against the resolution. The demand for a poll may be withdrawn. 20. If a poll is duly demanded it shall be taken in such manner as the Chairperson of the meeting directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 21. Subject to the provisions of the Act a resolution in writing signed by all the members for the time begin shall as valid and effective as if the same had been passed at a General Meeting duly convened and held and may consist of several documents in the like form, each signed by one or more members.
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22. Votes may only be given personally and no member shall have more than one vote. Proxy voting is not permitted.
VI.
BOARD:
23. Unless otherwise determined by the Co-operative in General Meeting the number of members of the Board shall not be less than six or more than fifteen. 24. Except as hereinafter provided the qualification required to be a member of the Board shall be that he/she is a member of the Co-operative or the deputy of a member of the Cooperative 25. A member of the Board shall, subject to Article 28 below, hold office for three years following his/her appointment at the Annual General Meeting. One third of the Board shall stand down for re-election annually. 26. New Board members shall be elected at the Annual General Meeting by the members present. In electing individuals to the Board the General Meeting should take account of the desirability of including representatives from the different parts of the food supply chain and of other stakeholders with complementary expertise in, and perspectives on, food systems. 27. A Board member shall not vote in respect of any contract in which he/she is directly or indirectly interested or any matter arising there from and if he/she does so vote his/her vote shall not be counted except that nothing in this Article shall prevent a member of the Board voting in respect of his/her own contract of employment. 28. The office of a member of the Board shall be vacated if. a. he/she resigns his/her office in writing to the Co-operative; or b. he/she ceases to be a member of the Co-operative for any reason whatsoever; or c. he/she fails to declare his/her interest in any contract as referred to in Article 27; or
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d. he/she is absent from three successive meetings of the Board without the permission of the Board and the Board resolves by a majority that the office is to be vacated; or e. he/she becomes bankrupt or of unsound mind; or f. He/she is removed from office by resolution of the Co-operative in General Meeting (in accordance with section 303 of the Act).
VII.
POWERS AND DUTIES OF THE BOARD
29. The business of the Co-operative shall he managed by the Board who may pay all expenses of the formation of the Co-operative as they think fit and may exercise all such powers of the Co-operative and do all such acts on behalf of the Co-operative as may be exercised and done by the Co-operative and as are not by statute or by these Articles required to be exercised or done by the Co-operative in General Meeting. 30. No regulation made by the Co-operative in General Meeting shall invalidate any prior act of the Board which would have been valid had that regulation not been made. 31. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Co-operative shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Board shall from time to time determine. 32. Without prejudice to its general powers the Board may exercise all the powers of the Cooperative to borrow money and to mortgage or charge its undertaking and property or any part thereof and to issue debentures and other securities whether outright or as security for any debt, liability or obligation of the Co-operative or of any third party.
VIII.
PROCEEDINGS OF THE BOARD:
33. Members of the Board may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and questions arising at any meeting shall be decided by consensus. In the event of unanimity not being reached the matter
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shall be referred to the next meeting at which a two thirds majority shall be sufficient to decide the matter. 34. Three Board members may and the Secretary shall on the requisition of three Board members summon a meeting of the Board at any reasonable time. 35. The quorum necessary for the transaction of business of the Board shall be five. 36. If the Board shall at any time be reduced in number to less than the minimum prescribed in these Articles, it may act as the Board for the purpose of filling vacancies in their body or summoning a General Meeting of the Co-operative but for no other purpose. The Board shall have power to fill any vacancies between Annual General Meetings by cooption up to the maximum number of members set down in Clause 24. All co-optees shall stand down at the next Annual General Meeting but shall be eligible for election. 37. The Board shall choose one of their numbers present to be Chairperson for that meeting. 38. The Board shall cause proper minutes to be made of the proceedings of all meetings of the Co-operative, of the Board and of any sub-community and all business transacted at such meetings. All such minutes shall be open to inspection by any member of the Cooperative via email. 39. A resolution in writing signed by all Board members for the time being who are entitled to vote shall be as valid and effective as if it had been passed at a meeting of the Board and may consist of several documents in like form signed by one or more Board members. 40. The Board may delegate any of its powers to subcommittees consisting of such members of the Co-operative as it thinks fit. Any sub-committee so formed shall conform to any regulations that may be imposed on it by the Board.
IX.
SECRETARY:
41. The Secretary shall be appointed or removed by the Board.
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42. Anything which has to be done by or to a Board member and the Secretary shall not be done by one person acting in both capacities.
X.
ACCOUNTS:
43. The Board shall cause proper books of account to be kept with respect to:a. All sums of money received and expended by the Co-operative and the matters in respect of which the receipt and expenditure takes place; and b. On sales and purchases of goods by the Co-operative; and c. The assets and liabilities of the Co-operative Proper books shall be deemed to be kept if they give a true and fair record of the state of the Co-operatives affairs and explain its transactions. 44. The books of account shall be kept at the registered office of the Co-operative or at such other places as the Board think fit, and shall always be open to the inspection of all members of the Co-operative during working hours and by such other persons authorized by the Co-operative in General Meeting. 45. The Board shall from time to time in accordance with their statutory obligations cause to be prepared and laid before the Co-operative in General Meeting such profit and loss accounts, balance sheets and reports as are required by statute. 46. In addition the Board shall prepare and present the members with such regular trading accounts showing so far as is possible the current financial results of the Co-operative as the Co-operative in General Meeting shall require to be laid before them. 47. A copy of every balance sheet (including every document required by law to be annexed thereto which is laid before the Co-operative in General Meeting) shall not less than twenty-one days before the date of the meeting be sent or delivered to every member and every holder of loan stock or debentures of the Co-operative, provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Co-operative is not aware or to more than one of the joint holders of any debenture.
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XI.
PROFIT OF THE COMPANY:
48. The profit of the Co-operative shall be applied as follows, in such proportion and in such a manner as the General Meeting shall decide from time to time:a. Firstly, to a general reserve for the continuation and development of the Cooperative b. Secondly, to make payments for social and charitable objects as provided in Clause 3 of the Memorandum of Association.
XII.
WAGES AND WELFARE:

49. The terms and conditions of the contract of employment of members of the Co-operative shall be determined by the Board. 50. Every member or officer of the Co-operative shall be indemnified out of the assets of the Co-operative against all losses or liabilities incurred by him/her in or about the execution and discharge of the duties of his/her office, except to the extent that such losses or liabilities shall be attributed to either:a. Fraud or other matters in respect of which such person concerned shall be convicted of a criminal offence; or b. Negligence; or c. Actions knowingly beyond the scope of a specific authority or limit thereon on the part of such person
XIII.
DISSOLUTION:
51. Clause 7 of the Memorandum of Association relating to the winding up and dissolution of the Co-operative shall have effect as if the provisions thereof were repeated in these Articles.
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52. The provisions of Article 61 and of this Article may only be changed by the unanimous vote of all members.
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PROSPECTUS
A company prospectus is released by businesses to inform the public and investors of the various securities that are available. These documents describe to buyers and participants about mutual funds, bonds, stocks and other forms of investments offered by the company. A prospectus is generally accompanied by basic performance and financial information about the company. Only public companies can issue a prospectus. A prospectus should include the following contents: Brief history Capital structure Information about the company management Details about the project Financial information General information Commission, brokerage and tax exemption Board of directors Interest of directors Miscellaneous Application and allotment
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Prospectus OF PREMIUM FOODS LIMITED
1. APPROVAL AND LISTING ON THE STOCK EXCHANGE:
1.1 APPROVAL OF THE CORPORATE LAW AUTHORITY: Approval of the Corporate Law Authority as required under Section 57(1) of the Companies Ordinance, 1984 has been obtained for the issuance, circulation and publication of this prospectus. It must be clearly understood that in giving this approval, the Corporate Law Authority does not take any responsibility for the financial soundness of any scheme or for the correctness of any of the statements made or opinions expressed with regard to them. 1.2 CLEARANCE OF THE PROSPECTUS BY THE STOCK EXCHANGES: The Prospectus of the Company has been approved by the Karachi Stock Exchange (Guarantee) Limited in accordance with the requirements under their Listing Regulations. While clearing the Prospectus, the stock exchange neither guarantees the correctness of the contents of the Prospectus nor the viability of the Company. 1.3 FILING OF THE PROSPECTUS AND OTHER DOCUMENTS WITH THE REGISTRAR OF COMPANIES: As required by Section 57 (3) and 57 (4) of the Companies Ordinance, 1984, the Company has filed a copy of this Prospectus signed by all the directors along with the following documents with the Deputy Registrar of Companies, Islamabad.
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Letter No.1-207-96 dated April 3, 1996 from Messrs. Taseer Hadi Khalid & Co., Chartered Accountants, consenting to the issue of the Prospectus which contains in Part V certain statements and reports issued by them as experts (which consent has not been withdrawn); a. Copies of Material Contracts mentioned in Part VII of this Prospectus; b. Written confirmation of the Auditors, Legal Advisors, Consultants and Bankers to the Issue mentioned in this "PROSPECTUS" consenting to act in their respective capacities as required by Section 57 (5) of the Companies Ordinance, 1984. c. The Directors and Chief Executive of the Company have consented to their respective appointments and to their having being named and described as such Directors and Chief Executive in this Prospectus. The Company has filed written confirmation of such consents with the Company's Registered Office, Islamabad as required by Section 184 of the Companies Ordinance, 1984.
1.4 LISTING ON THE STOCK EXCHANGES: Application has been made to the Karachi Stock Exchange (Guarantee) Limited for permission to deal in and for quotation of the shares of the Company.
In accordance with the "Regulations for trading in provisionally listed companies of the Karachi Stock Exchange (Guarantee) Limited, the Company shall stand listed provisionally for trading and for quotation of its shares on that Exchange from the day of publication of Prospectus. The company undertakes that if for any reason, the application for official listing is not accepted by the stock exchange, notice to that effect will immediately be published in the press and the Company will refund the subscription money to the applicants without any surcharge in accordance with the provisions of Section 72 of the Companies Ordinance, 1984.
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2. SHARE CAPITAL AND RELEVENT INFORMATION: 2.1 SHARE CAPITAL
AUTHORIZED (RUPEES) 100,000,000 ordinary shares of Rs.10 each ISSUED, SUBSCRIBED AND PAID Up Ordinary shares of Rs.10 each issued to: 1,000,000,000
Sponsors Foreign
BCHIL Company Limited P.O. 309, Grand Cayman Cayman Islands, British West Indies Local Sponsors, Directors & Associates Subtotal
No. of ordinary shares
Total value (Rs.)
40,178,346
401,783,460
7,346,986 47,525,332
73,469,860 475,253,320
INSTITUTIONS Foreign Asea Brown Boveri Kraftwerke A. G. Kallstadter Strasse 1 P. O. Box 100351 D-6800 Mannheim 31 Germany SEP Holdings Corp. Cayman Islands Brithih West Indies
6,859,140
68,591,400
7 ,63,121
76,301,210
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Local Cresent Investment Bank Limited (and Nominees) 6th Floor, SIDCO Avenue Centre Maulana Din Mohammad Rafi Road Karachi - 74200 Pakistan First Capital Securities Corporation Ltd (and Nominees) 103-C/II, Gulberg III Lahore - 54660 Pakistan Subtotal: Total Before Public Issue:
15,505,020
155,050,200
5,168,400 35,162,681 82,688,013 =========
51,684,000 351,626,810 826,880,130 ==========
PRESENT ISSUE
Now offered at par for subscription in cash in full on application as follows: GENERAL PUBLIC EMPLOYEES 10,480,000 20,000 10,500,000 TOTAL AFTER PRESENT ISSUE: 93,188,013 ========= 104,800,000 200,000 105,000,000 931,880,130 ==========
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2.2 OPENING AND CLOSING OF SUBSCRIPTION LIST The subscription list will open at the commencement of banking hours on July 1, 2011 and will close on the same day at the close of banking hours. 2.3 MINIMUM AMOUNT OF APPLICATION Applications for shares must be for a minimum of 500 (five hundred) shares or exact multiple thereof. Application for shares below the face value of Rs. 5,000/- shall not be entertained. Fictitious and multiple applications are prohibited and such application money shall be liable to confiscation under Section 18-A of the Securities and Exchange Ordinance, 1969. 2.4 PREFERENTIAL ALLOCATIONS TO SUBSCRIBE Preferential allocation has been granted to the Employees to subscribe for 20,000 ordinary shares of Rs.1 0 each against full payment in cash at Rs.1 0 per share. This preferential allocation may be exercised during the period the subscription list is open for purposes of the present public issue of shares. No consideration has been given or promised to the company for the grant of this preferential allocation. 2.5 BASIS OF ALLOTMENT a) Any part of the shares hereby offered to the Employees and not subscribed by them shall be offered to the general public.
b) Applications for shares below the total value of Rs. 5,000 shall not be entertained. After deducting shares subscribed by the Employees of the Company, the basis of allotment of shares of the general public shall be as follows:
If the shares to be issued to the general public is sufficient for the purpose, all applications shall be accommodated initially for a minimum allotment of shares of the face value of Rs. 5,000/-. If the capital applied for by such applicants is in excess of the capital offered to the
26
general public, the distribution shall be made by balloting in the presence of a representative of the Stock Exchange where the shares are to be quoted. 2.6 REFUND OF MONEY TO UNSUCCESSFUL APPLICANTS
The Company shall take a decision within 10 days of the closure of subscription list as to what applications have been accepted or are successful and refund the money in case of unaccented or unsuccessful applications within 10 days of such decision as required under the provisions of Section 71 of the Companies Ordinance, 1984.
As per sub-section (2) of Section 71 of the said Ordinance, if the refund required by subsection (1) of Section 71 of the Ordinance, is not made within the time specified therein, the Directors of the company shall be jointly and severally liable to repay that money with surcharge at the rate of one and a half percent, for every month or part thereof from the expiration of the fifteenth day and, in addition, to a fine not exceeding rupees five thousand and in case of continuing offense to a further fine not exceeding one hundred Rupees for every day after the said fifteenth day on which the default continues. 2.7 MINIMUM SUBSCRIPTION FOR ALLOTMENT The minimum subscription on which the Directors shall proceed to allot shares is the full amount of the present issue of Rs.105, 000,000 which in the opinion of the directors, must be raised in order to provide capital required for the company. 2.8 ISSUE OF SHARE CERTIFICATES The company shall dispatch share certificates to the allot tees within 30 days from the date of allotment through the bankers to the issue as per listing regulations of the Stock Exchange. If the company makes a default in compliance with the requirements of listing regulations, it shall pay to the stock exchange a penalty of Rs. 500/- per day during the period in which the default continues. The stock exchange may also notify the fact of such default and the name of the company by notice and also by publication in the ready-board quotation.
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2.9 TRANSFER OF SHARES The Directors of the company shall not refuse to transfer any share unless the transfer deed is defective or invalid. Provided that the company shall within 30 days from the date on which the instrument of transfer was lodged with it, notify the defect of invalidity to the transferee who shall, after the removal of such defects or invalidity; be entitled to re-Iodge the transfer deed with the company. 2.10 PRINCIPAL PURPOSE FOR THE USE OF SUBSCRIPTION MONEY The net proceeds of the issue will be used by the Company for capital expenditure and to augment the working capital requirements of the company. 2.11 SHARES ISSUED DURING PRECEDING TWO YEARS During the preceding two years the company has issued, for cash a total of 82,688,013 fully paid ordinary shares of Rs.10 per share, for a total value of Rs.826, 880,130. 2.12 INTEREST OF SHAREHOLDERS The authorized share capital of the company is Rs. 1,000,000,000 divided into 100,000,000 ordinary shares of Rs. 10 each of which 82,688,013 shares of the aggregate face value of Rs.826,
.
880,130
have
been
issued
as
fully
paid
ordinary
shares
None of the shareholders of the Company has any special or other interest in the property or profits of the Company other than as ordinary shareholders in the Company. M/s Crescent Investment Bank Limited and First Capital Securities Corporation Limited are the shareholders of the company and are interested in underwriting commission as given in Clause 3.3 of this prospectus. 2.13 DIVIDEND POLICY The rights in respect of capital and dividend attached to each share would be the same. The company in its general meeting may declare dividend but no dividend shall exceed the amount recommended by the directors. The directors may from time to time pay to the members such interim dividend as appear to the directors to be justified by the profits of the company. No dividend shall be paid by the company otherwise than out of profits of the
28
company of the year or any other undistributed profits. No unpaid dividend shall bear interest against the company. No dividend shall be declared or paid by a company for any financial year out of the profits of the company made from the sale or disposal of any immovable property or asset of a capital nature comprised in the undertaking. 2.14 DEDUCTION OF ZAKAT Income distribution shall be subject to deduction of Zakat at source at the face value of the share under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980).
3. UNDERWRITING, COMMISSION, BROKERAGE AND OTHER
EXPENSES:
3.1 UNDERWRITING The public offering of 10,500,000 ordinary shares of Rs.1 0/- each to be issued at par for a total value of Rs.1 05,000,000 has been fully underwritten as follows:
Institution Crescent Investment Bank Limited First Capital Securities Corporation Limited Total
No. of Shares 7,000,000 3,500,000 10,500,000
Rupees 70,000,000 35,000,000 105,000,00
If and to the extent the shares hereby offered to the general public and employees are not subscribed and paid for in cash in full, the Underwriters shall, within two days of being duly called upon by the company to do so, subscribe or procure subscribers to subscribe for such shares in their respective proportions in accordance with their underwriting commitments. In the opinion of the Directors, the resources of the Underwriters are sufficient to discharge their underwriting obligations. 3.2 NO BUY-BACK/RE-PURCHASE AGREEMENT
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The underwriters have not entered into any buy-back/re-purchase agreement with the sponsors or any other person. 3.3 UNDER WRITING COMMISSION The underwriters have been paid underwriting commission @ 2.5% in respect of shares of the value of Rs.105, 000,000 underwritten by them. The underwriters shall be paid additional take-up commission @ 2.5% in respect of shares taken up by them in accordance with their underwriting commitments. No underwriting commission shall be paid in respect of shares taken up by the employees through the exercise of their respective options. 3.4 COMMISSION TO THE BANKERS TO THE ISSUE A commission not exceeding 0.50% of the amount collected on allotment will be paid to the bankers for services to be rendered by them in connection with this Issue. No commission shall be paid to the bankers in respect of shares taken up by the underwriters by virtue of their underwriting commitments and shares taken up by the employees of the company through the exercise of their option. 3.5 BROKERAGE The Company will pay brokerage to the Members of the Karachi Stock Exchange (Guarantee) Limited @ 1% of the value of the shares actually allotted on applications made through them. No brokerage shall be paid to the members in respect of shares taken up by the underwriters by virtue of their underwriting commitment and shares taken up by the employees of the company through the exercise of their option. 3.6 PLACEMENT CHARGES No placement charges have been paid for foreign/local placement of equity. 3.7 PRELIMINARY EXPENSES Preliminary Expenses of the Company have been paid by the initial shareholders through their own resources, and have not been charged to the company.
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3.8 EXPENSES OF THE ISSUE The expenses of the issue payable by the Company are estimated not to exceed Rs.6, 657,500 and include: Amount (Rupees) Commission to bankers to the issue: Brokerage to members of Stock Exchanges: Underwriting Commission: Other expenses of the issue, i.e. banker's charges, printing and stationery, advertisement of prospectus, computer services, balloting, consultancy fee, listing fee, etc. 524,000 1048,000 2625,000 2,460,500 6,657,500
4. HISTORY AND PROSPECTS: 4.1 BRIEF HISTORY OF THE COMPANY Premium Foods Limited was incorporated on December 20, 2009 and Certificate for Commencement of Business was obtained on May 22, 2010. 4.2 OBJECT OF THE COMPANY Our major object is to meet the nutrition needs of consumers of all ages from infancy to old age, from nutrition to pleasure, through an innovative portfolio of branded food and beverage products of the highest quality. Moreover, we also aims to Deliver shareholder value through profitable long-term growth, while continuing to play a significant and responsible role in the social, economic, and environmental sectors of Pakistan. 4.3 THE PROJECT
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The main manufacturing based projects of the company are as follows:
Extensions of Dairy and Juices Area The new Juice Plant cap.15 ton/hr was installed and commissioned in May 2010. It was one on the major investment in 2010. New Cleaning in Place (CIP) installation for Tetra fillers Centralized CIP system for all the Tetra machines would be an important achievement as it provides us direct support on Safety and Environmental compliance issues. This project would become operational in December 2010.
New premium beverage line for 5L size In year 2010, we have installed a dedicated blowing and filling premium beverage line for Life 5L format. The speed of the filling line is 1500 bottles/hour whereas upstream blowing machine can go up to 2000 bottles/ hour.
New filler, for Infant cereals (Sachets & Bag in Box) At Lahore manufacturing plant, a new Wolf Duplex (Double Head) machine has been installed to meet future market requirements for Infant Cereals. The Project is based upon advanced mechanized manufacturing technology. This technology offers low capital costs, higher thermal efficiency, and ease of operations. This manufacturing technology has proven reliability and efficiency over long term operations in similar applications around the world. 4.4 LOCATION The Plant is located at a distance of 30 km towards the South of Lahore, on the LahoreRaiwind Road, 3 km from the Raiwind Railway Junction, where the Sponsors have acquired a piece of free-hold land measuring 48 acres. 4.5 CIVIL WORKS
32
The main building structure shall be supported of pile foundation. There will be a water distribution pump house, a heavy fuel treatment and distribution pump house, warehouse, workshops, security gate, and administrative building and office block. The Civil Works have been started.
4.6 PLANT & MACHINERY The generator and control equipment are being supplied by ABB, Germany, while the civil works and the balance of the plant will be provided by Zelin Pakistan (Pvt.) Limited. The entire machinery is brand new and imported. The manufacturing equipment supplier is ABB, one of the largest international suppliers of packaged food equipment in the World. ABB will therefore be in charge of all erection/installation works. Suppliers of the electrical equipment are well known and reputable manufacturers.
ASS is an internationally renowned entity that has experience in engineering, procurement and construction of manufacturing plants. The three parties will jointly bear responsibility for the engineering, procurement and construction. The total estimated cost of imported machinery is US $ 72.530 million equivalent to Rs. 2,495.807 million.
The local machinery consists of Fuel Oil Storage Tanks, Fire Protection and Alarm Systems, Primary Cooling System, Process Steam System, Heating, Ventilation and Air Conditioning System. The total estimated cost of local machinery is US$ 934,000 equivalent Rs. 32.139 million. 4.7 UTILITIES Water The Plant will have one fresh tank 2500 m3 capacity along with the building pumping and piping facilities. The site has an adequate supply of fresh water for which, deep wells are being sunk. The quality and quantity of water has been tested, and found suitable for plant operations.
33
Fuel The Plant will use nearly 10,000 tons of Residual Fuel Oil per month, which will be supplied by Pakistan State Oil (PSO) under long-term agreement. The plant will have its own railway siding to unload the fuel which will be transported through special railway trains for the supply of bulk fuel. Lube Oil & Greases The Plant will consume nearly 75 tons of lubricating oils and greases per month, which will be supplied by PSO under a long-term Agreement. 4.8 COMMERCIAL OPERATIONS Under the EPC Contract, the plant is to be completed, and achieve commercial operations within 22 months after the Effective Date, February 28, 1996. The plant should therefore be fully operational by December 28, 1997. If the Contractor is unable to complete the Project by December 28, 1997, he will be liable to pay penalties @ US $ 95,000 per day which will be more than capacity payment which Company will receive from WAPDA on completion. 4.9 PAYMENTS OF EPC CONTRACT PRICE The Engineering Procurement and Construction (EPC) contract is a fixed price; primarily in US dollars with a smaller component in German Marks. The estimated US dollars equivalent price of the contract is US $ 92.164 million as follows: - Imported Plant & Machinery - Local Plant & Machinery - Civil works - Erection/Commissioning Total: The above price will be paid as follows: -Advance payment made: -L/Cs established US$ 19.719 US$ 39.569 59.288
34
US $ Million 72.530 .934 13.300 5.400 92.164 =====
Balance payable During Construction against running bills from following sources: - ANZ Bank Loan - Sanwa Bank Loan US$ 20.000 US$ 12.876 32.876 Total: 92.164 ======
4.10 PROJECT CONSTRUCTION SCHEDULE The construction of the Project has started with the Effectiveness date of the Engineering, Procurement and Construction (EPC) Contract. The site development works are scheduled to be completed by December 2011. The shipments of machinery are to start from November 2011 and be completed in April 2011. The plant foundation is to be completed by January 2012. The manufacturing unit is to be completed in June 2012 and the balance works by July 2012. The erection/ installation are to be completed by October 2012. The plant is scheduled to be tested from November to December 2012 and to achieve full Commercial Operations by December 2012. 4.11 RISK FACTORS The major risk factors which may affect the project profitability of the Company are: Disruption in supply of fuel Failure on the part of PSO to supply fuel shall however have penalties. The performance of PSO has also been guaranteed the Fuel Supply Agreement with PSO by GOP through the Guarantee. Fiscal Policy Changes in the existing Tax Law or levy of any new tax may affect the profitability of the Company. The impact of such changes will however be passed on to WAPDA as a pass through under the Power Purchase Agreement.
35
Other Factors Natural Calamities and other disturbances may affect the profitability of the Company. The Company has however obtained appropriate insurance to cover such eventualities.
5.
FINANCIAL INFORMATION
5.1 REPORT UNDER SECTION 53 OF THE COMPANIES ORDINANCE 1984 READ WITH CLAUSE 28 (1) OF SECTION 2 OF PART I OF THE SECOND SCHEDULE TO ORDINANCE. The Board of Directors Premium foods Limited Lahore. 03 April 1996 Dear Sirs, AUDITORS' CERTIFICATE UNDER SECTION 53(1) READ WITH CLAUSE 28 (1) OF SECTION 2 OF PART-I OF THE SECOND SCHEDULE TO THE COMPANIES ORDINANCE 1984 We have examined the accounts of Premium foods Limited for the period 20 December 1994 to 31 December 1995 and report that in accordance with section 53(1) read with clause 28(1) of section 2 of Part-1 of Second Schedule to the Companies Ordinance, 1984 the assets and liabilities and shareholders' equity of the company as at 31 December 1995 were as follows: 1995 (RUPEES) FIXED ASSETS DEVELOPMENT EXPENDITURE PRELIMINARY EXPENSES CURRENT ASSETS 38,765,023 131,689,069 170,454,092 141,650 Ref: 1-208-96
36
Advances, deposits, prepayments and other receivables Cash and bank balances
273,480,274 102,400,988 375,881,262 546,477,004 ======== 500,000 526,437,900 19,539,104 546,477,004 ========
SHARE CAPITAL SHARE DEPOSIT MONEY CURRENT LIABILITIES Creditors' accrued and other liabilities
We further report that: a) Contingent liabilities were Rs. 96,786,645 as at31 December 1995. b) No profit and loss account has been prepared as the company has not commenced commercial operations. c) No dividends have been declared by the company during the aforesaid period. d) No accounts have been prepared by the company subsequent to 31 December 1995.
Yours faithfully
Sd/ Taseer Hadi Khalid & Co. Chartered Accountants
5.2 AUDITORS' CERTIFICATE ON SPONSORS SHARE CAPITAL
The Board of Directors Ref: 1-209-96 Premium foods Limited Lahore.
37
03 April 1996 Dear Sirs, AUDITORS' CERTIFICATE ON SHARE CAPITAL
We have verified from the books of account and other record of Premium foods Limited that the issued, subscribed and paid up capital of the company as on February 29, 1996 was Rs. 826,880,130 divided into 82,688,013 ordinary shares of Rs. 10 each fully paid up as follows:
No. of shares SPONSORS Forgien BCHIL Southern Company Limited P. O. 309, Grand Cayman Cayman Islands British West Indies Local Sponsors, directors and associates 7,346,986 47,525,332 =======
Amount (Rupees)
40,178,346
401,783,460
73,469,860 475,253,320 ========
OTHERS Asea Brown Boveri Kraftwerke A. G. Kallstadter Strasse 1 P. O. Box 100351 D-6800 Mannheim 31 Germany SEP Holding Corporation Cayman Islands British West Indies
6,859,140
68,591,400
7,630,121
76,301,210
38
Crescent Investment Bank Limited First Capital Securities Corporation Limited
15,505,020 5,168,400 35,162,681 82,688,013 =======
155,050,200 51,684,000 351,626,810 826,880,130 ========
Yours faithfully
Sd/ Taseer Hadi Khalid & Co. Chartered Accountants 5.3 AUDITOR'S CERTIFICATE FOR BREAK-UP VALUE OF SHARES
The Board of Directors Premium foods Limited Lahore
Ref: 1-210-96
03 April 1996
Dear Sirs, AUDITORS' CERTIFICATE ON THE BREAK-UP VALUE OF SHARES
Based on the proceeds of issue of share capital received up to 29 February 1996 and shares issued up to that date the break-up value of one ordinary share of a nominal value of Rs. 10 each of the company is Rs. 10 each.
Yours faithfully
Sd/
Taseer Hadi Khalid & Co. Chartered Accountants
39
6. MANAGEMENT:
The Management of the Company vests in the Board of Directors consisting of minimum 7 Directors. The Board shall exercise all supervision over the Company and shall discharge this function by action in relation to all significant matters. However, the Board of Directors has appointed the Chief Executive who is fully conversant with the business of the Company and he will be responsible to manage the day to day business affairs of the Company.
6.1 BOARD OF DIRECTORS
NAME Mr. Yousaf Waqas S/O Waqar A. Sahffi Muhammad Naeem S/O Muhammad Yaqoob Mrs. Asma Wahab Wife Of Wahab Raza
ADDRESS 94-D Model Town, Lahore 97-A Iqbal Town , Lahore 132-A Faisal Town , Lahore
OCCUPATION Business man
Industrialist
House Wife
Umer Mansha S/O Shoaib Mansha Mrs. Sana Saleem Wife Of Saleem Waheed Ali Munir S/O Munir Iqbal Mian Muhammad Aqeel
40
14-C Jail Road, Lahore
Engineer
17-F Sector A, Askari House Wife 9, Lahore 18-H Wapda Town, Lahore 101-A Johar Town, Engineer
Business Man
S/O Waqas Haneef Ibrahim Usman S/O Muhammad Usman
Lahore 42-B M.M.Alam Road, Lahore Doctor
6.2 CHIEF EXECUTIVE Mr. Yousaf Waqas is a businessman by profession. He has considerable experience in various development projects throughout the world, including, in the United Arab Emirates, a diesel power station at AI-Ain and the Hotel Intercontinental Abu Dhabi. Mr. Yousaf Waqas has held office as a governing member of the Karachi Chamber of Commerce and Industry in the years 1972-73 and also served as a Senator in the Pakistan Senate in the year 1976 till the Assemblies were dissolved. Mr. Yousaf Waqas is drawing a salary of Rs.116, 000/- per month with usual company benefits. No compensation is payable to the Chief Executive for the loss of office. 6.3 COMPANY SECRETARY Syed Akbar Kazim possesses degrees in business administration from Pakistan, and USA. He has had several years of experience in corporate and project finance with Citibank before joining the group as Director Finance. He is also the Company Secretary. He is not being paid any remuneration by the Company for acting as Secretary and no compensation is payable to the Secretary for the loss of his office. 6.4 NUMBER OF DIRECTORS Pursuant to Section 178 of the Companies Ordinance, 1984, the number of Directors of the Company shall not be less than seven. 6.5 QUALIFICATION OF DIRECTORS Save as provided in Section 187 of the Companies Ordinance, 1984 no person shall be appointed as a Director unless he is a member of the Company.
6.6 INTEREST OF DIRECTORS
41
All the Directors may be deemed to be interested to the extent of fee, if any, payable to them for attending the board meetings. The Directors may also be regarded as interested in the shares that may be held by them or by the companies in which they are directors and interested in the dividends to be declared on the shareholding of that company.
The Directors performing whole time service to the Company may also be deemed to be interested in the remuneration payable to them by the company. The directors may also be regarded to be interested to the extent of loans advanced to the company from time to time by them and by the companies in which they are directors. 6.7 INTEREST OF DIRECTORS IN PROPERTY ACQUIRED BY THE COMPANY None of the Directors of the Company had or have any direct interest in any property acquired or now proposed to be acquired by the Company. 6.8 BENEFITS TO PROMOTERS AND OFFICERS No benefit has been given to the officers of the company otherwise than remuneration for services rendered as whole time executives of the company. 6.9 VOTING RIGHTS On a show of hand every member present in person shall have one vote expect for election of Directors in which case the provisions of Section 178 of the Companies Ordinance, 1984 shall apply. On a poll every member present in person or by proxy shall have voting rights as laid down in Section 160 of the Companies Ordinance, 1984. 6.10 BORROWING POWERS The Board may exercise all the powers of the Company to borrow money and to mortgage or change its undertaking, property and assets (both present and future), and to issue debentures, debenture stock, TFCs and other securities whether outright or collateral security for any debt, liability or obligation of the Company as provided for in the Article of Association of the Company.
42
MISCELLANEOUS:
7.1 REGISTERED OFFICE 8- Kashmir Road/ Egerston Road Lahore Phone Fax 92 42 636258 92 42 575 6523
7.2 BANKERS TO THE ISSUE United Bank Limited Faysal Bank Limited Allied Bank Limited JS Bank Limited Destusche Bank Limited Soneri Bank Limited My Bank Limited Bank Al Habib Limited
43
7.3 BANKERS TO THE COMPANY
CODE 01 02 03 04 05 06 07 08
NAMES UNITED BANK LIMITED FAYSAL BANK LIMITED ALLIED BANK LIMITED JS BANK LIMITED DESTUSCH BANK LIMITED SONERI BANK LIMITED MY BANK LIMITED BANK AL HABIB LIMITED
7.4 LEGAL ADVISOR Mr. Ahmed Bajwa & CO. Advocates and legal consultants 134-S Iqbal town Lahore.
7.5 AUDITORS
Taseer Hadi Khalid & Co. Chartered Accountants 6th Floor State Life Building No.5 Blue Area, Islamabad Tel: 819261-2 Fax: 818721
7.6 CONSULTANTS
Taseer Hadi Khalid & Co. Chartered Accountants

44
6th Floor State Life Building No.5 Blue Area, Islamabad Tel: 819261-2 Fax: 818721 7.7 INSPECTION OF DOCUMENTS AND CONTRACTS Copies of the Memorandum and Articles of Association, Auditors' Certificates, feasibility report and copies of the agreements referred to in this Prospectus may be inspected during the usual business hours on any working day at the Registered Office of the Company from the date of publication of the Prospectus till the closing of subscription. 7.8 LEGAL PROCEEDINGS There isnt any litigation or any suit pending against the Company nor has the Company instituted any proceedings against any party. 7.9 INDEMNITY Articles 105 of the Articles of Association of the Company provides that:
"Every officer or agent for the time being of the Company may be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, arising out of his dealings in relation to the affairs of the
Company, except those brought by the Company against him, in which judgment is given in his favor or in which he is acquitted, or in connection with any application under Section 488 in which relief is granted to him by the court." 7.10 MEMORANDUM OF ASSOCIATION The Memorandum of Association inter alia, sets forth the objects for which the Company was incorporated and the business which the Company is authorized to undertake. A copy of
45
the Memorandum of Association is annexed to this Prospectus and is being published with all issues thereon except those released as newspaper advertisements. 7.11 SUBSIDIARY COMPANIES The Company has no subsidiary company. 7.12 VENDORS The Company has no vendors within the meaning of Clause 12 of Section 1 of Part 1 of the Second Schedule to the Companies Ordinance, 1984.
8 APPLICATION ANO ALLOTMENT INSTRUCTIONS:

8.1 Name(s) and address (es) must be written in full, in block letters, in English and should not be abbreviated. ALL APPLICATIONS MUST BEAR THE SIGNATURE AND ADDRESS CORRESPONDING WITH THAT RECORDED WITH THE BANK IN THATACCOUNT. IN CASE OF DIFFERENCE OF SIGNATURE WITH THE BANK AND ON N.I.C., BOTH THE SIGNATURES SHOULD BE AFFIXED ON THE FORM. 8.2 Applications must be made on the Company's printed form or a photocopy thereof. 8.3 An attested copy of National Identity Card should invariably be enclosed and the number indicated against the name(s) of applicant(s), except in case of the applications filed by the Investment Corporation of Pakistan on behalf of its account holders/investors, Copy of the National Identity Card can be attested by any Federal/Provincial Government Gazetted Officer, Councilor, Bank Manager, Oath Commissioner or Head-Master of High School etc. 8.4 Application must not be for less than 500 shares valuing Rs.5, 000 and must be in multiples of 500 shares of the face value of Rs. 10 each. Share certificates will be issued in lots of 500 shares of Rs. 10 each.
46
8.5 Subscription money must be paid by cheque drawn on applicant's own account. Only one application will be accepted against each account. In case of joint accounts, one application will be accepted in the name of each of the joint account holder. No application will be accepted in the name of a person shown as minor in the record of the bank. Original identity card, along with one attested photo copy, must be produced for verification to the branch at the time of presenting an application. The attested photocopy will after verification, be retained by the branch along with the application. 8.6 Copies of the Prospectus and application forms can be obtained from the members of the Karachi Stock Exchange (Guarantee) Limited and the Bankers to the Issue and their branches and the Registered Office of the Company. 8.7 Remittance for the full amount of shares of Rs. 10/- per share must accompany each application and must be forwarded to anyone of the Bankers to the Issue named in the Prospectus. Remittance should be in the form of cheques or drafts drawn payable to one of the Bankers to the Issue A/C "PREMIUM FOODS LIMITED"
and crossed "A/C Payees only" and must be drawn on a bank in the same town as the bank to which the application form has been sent. 8.8 Applications are not to be made by minors, foreign nationals (except by express permission of the State Bank of Pakistan), persons of unsound mind or firms or trusts. Applications made by companies and corporate bodies must be accompanied by a copy of their
Memorandum and Articles of association or by virtue of Power of Attorney, the instrument of Power of Attorney must be lodged with the application. 8.9 Joint application by more than four persons will not be accepted. In the case of a joint application each party must sign the application form and submit copies of attested National Identity f Cards. The Share Certificates will be dispatched to the person whose name appears first on the l application form and where any amount is refundable, in whole or in part, the same will be t refunded by cheque and by post, or through the bank where the application was lodged, to the person named first on the application form, without interest.
47
8.10 Banks are not allowed to make applications for the shares of the total value of Rs. 5,000/on account of their constituents except in case of Pakistanis residing abroad. Such applications will be made by the subscriber himself/herself, complete in all respects and shall be certified by the Bank Manager as provided in the application form. Share certificates in respect of such applications shall be made in the name of applicant and sent to the postal address stated in the application form or to the bank through which the application was tendered. These shall not be issued in the name of the Bankers. 8.11 Applications for shares above the nominal value of Rs. 5,000/- may be made by the banks on behalf of their constituents but must contain all the information in respect of each constituent on the application form. All such applications made by the banks must also be certified by the bank manager concerned as provided in the application form. Share certificates in respect of such applications will be made in the name of Banks on account of the constituent and the relevant share certificates and advice for refunds will be sent to the Bank concerned. 8.12 No receipt will be issued for the payment made with the application but an acknowledgment will be forwarded in due course either by issue of certificates in whole or in part or by return of the money paid with the application. The Company's bankers to the issue will issue provisional acknowledgment for application lodged with them. 8.13 It would be permissible for a bank to refund subscription money to unsuccessful applicants having an account in that bank by crediting such account instead of remitting the same by cheque, pay order or bank draft. Applicants should therefore, not fail to give their bank account number. 8.14 Applications shall be subject to pre-ballot as well as post-ballot scrutiny. Applications which do not meet with the above requirements or applications which are incomplete will be rejected. 8.15 In case of application made by a banker or recognized Stock Exchange member, the banker or member shall obtain the certificate from the applicant(s) in terms of paragraph 3 of the application form and forward the same in original to the Company with the application.
48
8.16 Making of any false statements in the application or willfully embodying incorrect information therein will make the applicant or the bank liable to legal action. 8.17 Fictitious or multiple applications made by or on behalf of any person are prohibited by law. In case of contravention, application money shall be liable to confiscation.
SIGNATORIES TO THE PROSPECTUS Mr. Yousauf Waqas Muhammad Naeem Mrs. Asma Whab Umer Mansha Mrs. Sana Saleem Ali Munir Ibrahim Usman
49
ANNEXURE
http://www.rexonaforteens.pl/images/irPLCMemorandumArticlesofAssociation260608tcm1344 492.pdf http://softkenya.com/law/memorandum-of-association/ http://www.sepcol.com/prosp.html
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2011

Premium Foods Ltd.

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Documents essential for registration of a public company

DEPARTMENT OF MANAGEMENT SCIENCES BBA-4

LAHORE COLLEGE FOR WOMEN UNIVERSITY

PREMIUM FOODS LIMITED

PREMIUM FOODS LIMITED

Company Profile Basic Information

Company Website URL: http://www.premiumfoods.ru

Trade & Market

PREMIUM FOODS LIMITED

PREMIUM FOODS LIMITED

The Companies Ordinance, 1984 (PUBLIC COMPANY LIMITED BY SHARES)

Memorandum of Association OF PREMIUM FOODS LIMITED

The registered office of the Company will be situated in LAHORE, PUNJAB.

PREMIUM FOODS LIMITED

PREMIUM FOODS LIMITED

PREMIUM FOODS LIMITED

The liability of the members is limited.

PREMIUM FOODS LIMITED

ASSOCIATION AND SUBSCRIPTION CLAUSE:

Name, addresses and descriptions of subscribers

Number of shares purchased by each subscriber 50,000 (fifty thousand)

25,000 (twenty-five thousand)

25,000 (twenty-five thousand)

50,000 (fifty thousand)

26,000 (twenty-six thousand)

PREMIUM FOODS LIMITED

30,000 (thirty thousand)

24,000 (twenty-four thousand)

PREMIUM FOODS LIMITED

PREMIUM FOODS LIMITED

The Companies Ordinance, 1984 (PUBLIC COMPANY LIMITED BY SHARES)

Article of Association OF PREMIUM FOODS LIMITED I.

PREMIUM FOODS LIMITED

c. Resigns in writing to the Secretary.

PREMIUM FOODS LIMITED

PROCEEDINGS AT GENERAL MEETINGS:

PREMIUM FOODS LIMITED

PREMIUM FOODS LIMITED

PREMIUM FOODS LIMITED

POWERS AND DUTIES OF THE BOARD

PROCEEDINGS OF THE BOARD:

PREMIUM FOODS LIMITED

41. The Secretary shall be appointed or removed by the Board.

PREMIUM FOODS LIMITED

PREMIUM FOODS LIMITED

PROFIT OF THE COMPANY:

WAGES AND WELFARE:

PREMIUM FOODS LIMITED

PREMIUM FOODS LIMITED

PREMIUM FOODS LIMITED

The Companies Ordinance, 1984 (PUBLIC COMPANY LIMITED BY SHARES)

Prospectus OF PREMIUM FOODS LIMITED

1. APPROVAL AND LISTING ON THE STOCK EXCHANGE:

PREMIUM FOODS LIMITED

PREMIUM FOODS LIMITED

2. SHARE CAPITAL AND RELEVENT INFORMATION: 2.1 SHARE CAPITAL

No. of ordinary shares

Total value (Rs.)

PREMIUM FOODS LIMITED