ROCK STYLE GARMENTS (PVT) LIMITED

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Incorporation of a new Garments Company

Steps of starting Garments Company

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SUBMITED TO Mr. Mudassad Alam
SUBMITTED BY: M.Rafay Munir H.Arslan Zahid Waseem Iqbal Zahid Yasin
1|P ag e AHMED CENTRE,2ND FLOOR,OFFICE NO.3,I-8 MARKAZ ISLAMABAD

Submission Date:
11th Nov, 2010

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CONTENT TABLE
Title page ---------------------------------------------------------------------------------------1 Content list -------------------------------------------------------------------------------------3 Acknowledgment------------------------------------------------------------------------------4 Incorporation steps----------------------------------------------------------------------------5 Memorandum of association-----------------------------------------------------------------7 Article of association-------------------------------------------------------------------------14 Change of CEO -------------------------------------------------------------------------------17 Requirements after incorporation ----------------------------------------------------------17 Appendix --------------------------------------------------------------------------------------20 Conclusion ------------------------------------------------------------------------------------14 Group members contribution --------------------------------------------------------------16

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Acknowledgement
This project was the great learning for us. Practice like this contributes very much in reducing distance between bookish and practical world. We have been able to accomplish our project successfully with the blessing Of Almighty ALLAH who created this world for search of knowledge and bestowed us to complete this task. We invoke peace for Holy Prophet (P.B.U.H.) the most perfect and exalted among and never born on the surface of sky and earth. The greatest social reformer who is forever the torch of guidance and knowledge for humanity as a whole.

We are thankful to our esteemed teacher MR.MUDASSAR ALAM Who guided us very well throughout the course of CORPORATE LAW and really made this activity fruitful for us.

In last we never forget the praises worth contribution and moral support of our senior BAHRIANS.

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Incorporation of new Garment Company

1. STEPS/ PROCESS OF REGISTRATION/INCORPORATION OF GARMENTS COMPANY IN PAKISTAN

The Steps to formation/incorporation of a company in Pakistan are as follows; 1. Seek Approval from the concerned authority if special incorporation/formation of a company in Pakistan is required. 2. Seek approval for the availability of the proposed name. 3. File a range of documents to the Registrar which varies from company to company depending on whether it is a single member company, private limited company, public listed company, and public unlisted company, banking company, small company, foreign company and so forth. 4. Apply for the attested copies of the documents filed 5. Receive Certificate of Incorporation or Certificate of Commencement of Business 6. Proceed with other registrations if required which may include local chamber of commerce, State Bank of Pakistan, Income Tax registrations, Sales Tax registration and so forth. Approval from the concerned authority:The authority who deals the registration and incorporation of companies in Pakistan is SECP (security and exchange commission of Pakistan) permission before

N.I.C BUILDING, JINNAH AVENUE, ISLAMABAD - PAKISTAN Ph: 051-9207091- 4 Fax: 051-9204915 Website: www.secp.gov.pk E-mail: secphq@isb.paknet.com.pk

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One of the important functions of the SEC (security exchange commission) is incorporation/registration of companies. This task has been entrusted to the Registration Department, Company Law Division which has its field offices known as Company Registration Offices (CROs) for the purpose of incorporation / registration of different type of companies.

2. Availability of Name (ROCK STYLE)

The first step with regard to incorporation of a company is to seek the availability of the proposed name for the company from the registrar. For this purpose, an application is to be made and a fee of Rs.200/- is required to be p aid for seeking availability certificate for each name. The promoters desirous of forming a company should make sure that the name chosen is not otherwise inappropriate, deceptive or designed to exploit or offend the religious susceptibilities of the people and neither is identical nor closely resembling with the name of an existing company.

3. Documents for registration of a garments company

The following documents are required to be filed with the registrar concerned for registration of a private limited company:I. Copy of national identity card or passport, in case of foreigner, of each subscriber and witness to the memorandum and article of association. II. Memorandum & Article of Association of Garment Company Four printed copies of Memorandum and Articles of Association duly signed by each subscriber in the presence of one witness. One copy should be affixed with special adhesive stamps at the rates prescribed under the Stamp Act, 1899 (Table-I). In order to facilitate the general public, the specimen of Memorandum of Association of various sectors has been provided on the Commissions Website as follows:-

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THE COMPANIES ORDINANCE, 1984 (COMPANY LIMITED BY SHARES) Memorandum of Association of ROCK STYLE (Garments) PVT.LIMITED

I.

The name of the Company is "ROCK STYLE (Pvt.) LIMITED.

II.

The Registered Office of the Company will be situated in Islamabad Capital Territory.

III.

The objects for which the Company is established for :-

1.

To establish an industrial undertaking for manufacturing / stitching garments / made ups, Clothing, knit-wears, and weaving of apparels, hosieries and other allied commodities of all kinds and buying, selling, and dealing in the products of the company in Pakistan and to do other business connected, linked or associated therewith. To purchase raw material and allied items required for manufacturing/stitching of garments / made ups in any manner company may think fit. To carry on the business of manufacturing and stitching of garments / made ups on job order/contract basis. To sell or dispose of leftover garments / made ups, garment waste, accessories and other surplus commodities that can be produced, compounded or made available by the company in any form as a result of any of its processes.

2.

3. 4.

5.

For the purposes of achieving the above objects, the company is authorized: 1) To borrow or raise money by means of local and foreign currency loans from scheduled banks, industrial banks and financial institutions including HBFC and other specialized institutions or non-bank finance companies for the purpose of purchase, manufacture, market, supply, construction activities and improvements, repair and renovations of buildings, warehouses, factories,

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sheds, offices building and for the purpose of working capital or for any other purpose.

2)

To arrange money by issue of debentures, debenture stock, perpetual or otherwise convertible into shares and to mortgage, or charge the whole or any part of the property or assets of the Company, present or future, by special assignment or to transfer or convey the same absolutely or in trust as may seem expedient and to, purchase, redeem or payoff any such securities.

3)

To purchase raw materials, machinery, equipments and allied items required in connection there to in any manner the company may think fit;

4)

To open accounts with any Bank or Banks and to draw, make, accept, endorse, execute, issue, negotiate and discount cheques, promissory notes, bills of exchange, bills of lading, warrants, deposit notes, debentures, letter of credit and other negotiable instruments and securities.

5)

To own, establish or have and maintain shops, branches and agencies all over Pakistan or elsewhere of the products of the company.

6)

To acquire by concession, grant, purchase, barter, license either absolutely or conditionally and either solely or jointly with others any lands, buildings, machinery, plants, equipments, privileges, rights, licenses, trademarks, patents, and other movable and immovable property of any description which the Company may deem necessary to the Company capable of being turned to account, subject to any permission as required under the law.

7)

To invest surplus money of the Company in shares, stocks or securities of any company, debentures, debenture stocks or in any investments, short term and long term participation, term finance certificates or any other government securities in such manner as may from time to time be decided by the directors, an investment company or any other any lawful business.

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8)

To guarantee the performance of contracts, agreements, obligations or discharge of any debt of the company or on behalf of any other company or person subject to the provisions of section 195 of the Companies Ordinance, 1984 in relation to the payment of any financial facility including but not limited to loans, advances, letters of credit or other obligations through creation of any or all types of mortgages, charges, pledges, hypothecations, on execution of the usual banking documents or instruments or otherwise encumbrance on any or all of the movable and immovable properties of the company, either present or future or both and issuance of any other securities or sureties by any mean in favor of banks, Non-Banking Finance Companies (NBFCs) or any financial institutions and to borrow money for purpose of the company on such terms and conditions as may be considered proper.

9)

To purchase, hold and get redeemed, debentures, bonds of any company, financial institution or any Government institutions;

10)

To enter into arrangements with the government or authority (supreme, municipal, local or otherwise) or any corporation, company, or persons that may seem conducive to the Companys objects or any of them and to obtain from any such government, authority, corporation, company or person any charters, contracts, rights, privileges and commission which the Company may think desirable and to carry on exercise and comply with any such charters, contracts, decrees, rights, privileges and concessions.

11)

To act as representatives, for any person, firm or company and to undertake and perform sub-contracts, and also act in the business of the Company through or by means of agents, sub-contractors and to do all or any of the things mentioned herein in any part of the world and either alone or in collaboration with others and by or through agents, sub-contractors or otherwise.

12)

To sell, transfer, mortgage, pledge, exchange or otherwise dispose of the whole or any part of the property or the undertaking of the Company, either together or in portions for such consideration as the Company may think fit and in particular, for shares, debenture-stock or securities of any Company purchasing the same or to any other legal entity or person, by other means, permissible

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under the law.

13)

To conduct, encourage, promote, support, arrange and organize seminars, symposiums, exhibitions, fairs, conferences, lectures, demonstrations and other similar activities for promotion of sales or other business interests of any person, companies, firms, individuals, associations, local or government bodies, foreign governments, and international agencies, in Pakistan and any part of world for and on behalf of customers and for that purpose to carry out market surveys, researches, training programs and other activities.

14)

To carry out joint venture agreements with other companies or countries within the scope of the objects of the company.

15)

To make known and give publicity to the business and products of the company by means the company may think fit. To pay all costs, charges and expenses, if any, incidental to the promotion, formation, registration and establishment of the company;

16)

17)

To go in for, buy or otherwise acquire and use any patent design, copyright, license, concession, convenience, innovation, invention, trademarks, rights, privileges, plants, tools or machinery and the like in Pakistan or elsewhere, which may for the time being appear to be useful or valuable for adding to the efficiency or productivity of the Company's work or business, as permissible under the law.

18)

To establish, promote or assist in establishing or promoting and subscribe to or become a member of any other company, association or club whose objects are similar or in part similar to the objects of this Company or the establishment or promotion of which may be beneficial to the Company, as permissible under the law.

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19)

To give any servant or employee of the Company commission on the sale of the products and for that purpose to enter into any agreement or scheme of arrangement as the Company may deem fit and to get any servant or employee of the Company insured against risk of accident in the course of their employment.

20)

To establish and support or aid in the establishment and support of associations, institutions, funds and conveniences calculated to benefit the directors employees, ex-employees of the Company or any dependent thereof and to grant pensions, gratuities, allowances, relief and payments in any manner calculated to benefit the persons described herein.

21)

To apply for and obtain necessary consents, permissions and licenses from any Government, State, Local and other Authorities for enabling the Company to carry on any of its objects into effect as and when required by law.

22)

To cause the Company to be registered or recognized in any foreign country and carry on its business activities in any part of the world.

23)

To do and perform all other acts and things as are incidental or conducive to the attainment of the objects of the company;

6.

It is, hereby, undertaken that the Company shall not engage in any business except garments, Notwithstanding anything stated in any object clause, the company shall obtain such other approval or license from Competent Authority, as may be required under any law or the time being in force, to undertake a particular business.

IV. IV.

The liability of the members is limited. The authorized capital of the company is Rs. 10,00,000/- (Rupees one million only) divided into 50,000 ordinary shares of Rs10/ each with power to enhance, reduce or consolidate the share capital and to divide the shares of the company into different classes and kinds subject to

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the provisions of the Companies Ordinance, 1984. We the several persons, whose names and addresses are subscribed below, are desirous of being formed into a Company in pursuance of the Memorandum of Association and we respectively agree Name and surname (present & former) in full (in Block Letters) M.RAFAY MUNIR NIC No. (in case of foreigner, Passport No) Father's/ Husband 's Name in full Nationali Occupati ty with on any former Nationali ty Residenti al Address in full Number Signature of shares s taken by each subscriber

61101MUNIR 6373934-7 AHME D

PAKIST ANI

STUDEN T

FLAT#1, BLOCK# 150,G11 H#639, ST#70, I-8/3

500

WASEEM IQBAL

61101IQBAL PAKIST 2094626-7 ANI GHULA M

STUDEN T

500

ARSLAN ZAHID

61101K.M. 4074537-7 ZAHID

PAKIST ANI

STUDEN T

H#1332 ST#84, I-10

500

Total number of shares to be taken

1500

to take the number of shares in the capital of the Company set opposite to our respective names:-

Dated: the 1st day of November 2010

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Witness to above signatures.

No.

No.

Signatures Name: H.ARSLAN ZAHID Father s name: K.M.ZAHID CNIC No. 61101-4074537-7 Occupation: STUDENT Address: H#1332, ST#84, I-10/4

Signatures Name: M.ZAHID YASEEN Father s name: YASEEN CNIC No. 61101-5347654-6 Occupation: STUDENT Address:FLAT#404, MILLINIUM HEIGHTS F-11 MARKAZ

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THE COMPANIES ORDINANCE, 1984 (Private Company Limited by Shares) ARTICLES OF ASSOCIATION OF ROCK STYLE (PVT) LIMITED 1. The Regulations contained in Table A to the First Schedule to the Companies Ordinance, 1984 (the Ordinance) shall be the regulations of ROCKSTYLE (Private) Limited (the Company) so far as these are applicable to a private company.

PRIVATE COMPANY

2. The Company is a Private Company within the meaning of Section 2(1)(28) of the Ordinance and accordingly: (1) (2) No invitation shall be made to the public to subscribe for the shares or debentures of the Company. The number of the members of the Company (exclusive of persons in the employment of the Company), shall be limited to fifty, provided that for the purpose of this provision, where two or more persons hold one or more shares in the company jointly, they shall be treated as single member; and

(3) The right to transfer shares of the Company is restricted in the manner and to the extent herein appearing.

TRANSFER OF SHARES

3. A member desirous to transfer any of his shares shall first offer such shares for sale or gift to the existing members and in case of their refusal to accept the offer, such shares may be transferred to any other person, as proposed by the transferor member, with the approval of the Board of Directors.

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DIRECTORS

4. The number of directors shall not be less than two or a higher number as fixed under the provisions of Section 178 of the Ordinance. The following persons shall be the first directors of the Company and shall hold the office up to the date of First Annual General Meeting:

1. 2. 3.

H.ARSLAN ZAHID M.RAFAY MUNIR WASEEM IQBAL

We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of these articles of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names. S. No . Name and Surname NIC No. (in case Fathers/ Nationalit Occupati Residential on address in full Number of shares taken by each subscriber Signatur es

Husbands y (ies) Name in full with any former Nationalit y

(present & of former) in full (in Block Letters) foreigne r, Passport No.) 61101-

M.RAFA

Y MUNIR 6373934 -7

MUNIR AHMED

PAKIST ANI

STUDE NT

FLAT#1, BLOCK#15 0,G11

500 (FIVE HUNDR ED) 500 (FIVE HUNDR ED)

IQBAL 2 WASEEM 61101IQBAL 2094626 -7 GHULA M PAKIST ANI STUDE NT

H#639, ST#70, I-8/3

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K.M. 3 ARSLAN ZAHID 611014074537 -7 ZAHID PAKIST ANI STUDE NT

H#1332 ST#84, I-10

500 (FIVE HUNDR ED)

Total number of shares taken 1500 (FIFTEEN HUNDRED) Dated the 1st day of December 2010

Witness to above signatures.

______________ Signatures

Full Name, M.ZAHID YASIN NIC Number, 61101-5347654-6 Fathers/Husbands Name, YASEEN Full Address, FLAT#404, MILLINIUM HEIGHTS, F-11 MARKAZ, ISLAMABAD. Occupation, STUDENT [IN BLOCK LETTERS]

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III. Form - 1 Declaration of compliance with the pre-requisites for formation of the company.

IV. Registration/filing fee A copy of the original paid Challan in the authorized branches of MCB Bank Limited or a Bank Draft/Pay Order drawn in favor of the Securities and Exchange Commission of Pakistan of the prescribed amount. (Table-II). V. Authorization by sponsors The authorization of sponsors in favor of a person to make good the deficiencies, if any, in memorandum and articles of association as may be pointed out by the registrar concerned and to collect the certificate of incorporation. VI. Documents for incorporation of a Company Any person may form a single member company and would file with the registrar at the time of incorporation a nomination in the form as set out in Form 1 indicating at least two individuals to act as nominee director and alternate nominee director, of the company in the event of his death. All the requirements for incorporation of a private limited company shall mutatis mutandis apply to a single member company. VII. Obtaining Certified Copies of Memorandum & Articles of Association and Certificate of Incorporation In order to obtain certified copies of memorandum of Association, articles of association and certificate of incorporation, challan of the requisite copying fee as per Table II and Court stamps fee of the requisite value should be furnished along with registration documents. 4. Change of CEO of the company If the CEO of a private company is changed to a new CEO, the company shall, within fifteen days from such transfer, also file with the registrar, a nomination in the form as set out in Form 29. (Form 29 is attached with appendix) 5. REQUIREMENTS AFTER INCORPORATION A. Private companies i. The number and names of first directors are required to be determined by the majority of subscribers of memorandum in writing and until so determined all the subscribers of the memorandum who are natural persons shall be deemed to be directors of the company. The
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appointment of first directors is required to be notified to the registrar concerned on Form '29' within 14 days from the date of incorporation. The first election of directors is required to be held at the first Annual General Meeting of the company and subsequently after every three years. The directors so elected are to hold office for a period of three years. However, casual vacancy occurring on account of death, resignation or removal of any director may be filled up by the other directors for the remainder period of the term. ii. Directors of every company are required to appoint the first chief executive not later than fifteen days from the date of incorporation and thereafter within fourteen days from the date of election. iii. The first auditor is required to be appointed by the directors within sixty days from the date of incorporation and thereafter in each AGM of the company. iv. Any appointment, election or change in the Directors, Chief Executive, Auditors, Chief Accountant, legal adviser etc is required to be notified to the registrar concerned on Form '29' within 14 days of the said election, appointment or change (Section 205). v. A company is required to notify the registered office of the company on Form-21 within 28 days from the date of its incorporation. This form is normally submitted with the registration documents to facilitate communication. Change of registered office is also to be notified on the same form within the same period. (Section 142) vi. A private company may commence its business immediately after its incorporation. vii. First Annual General Meeting (AGM) of the company is required to be held within eighteen months from the date of incorporation and subsequent Annual General Meetings are required to be held once at least in every calendar year, within a period of four months following the close of its financial year and not more than fifteen months after holding of its last preceding AGM (Section 158). viii. Directors of every company are required to lay before the company in its AGM audited balance sheet and profit and loss accounts in case of first accounts since the incorporation of the company and in any other case since the preceding account, made up to a date not earlier than the date of the meeting by more than four months (Section 233). ix. Annual return on prescribed Form A is required to be filed with the registrar concerned once in each year made as on the date of Annual General Meeting, where no such meeting is held, on the last day of the calendar year (Section 156). x. In case of increase in paid-up capital, the company is required to offer new shares to the existing shareholders and the offer is required to be accompanied by a circular issued under section 86(3) to all the shareholders strictly in proportion to the shares held by them and, on the allotment of shares, return of allotment on Form '3' is required to be filed with registrar
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concerned within 30 days from the date of allotment of shares. Partly paid shares are not allowed to be issued at all. (Sections 73 & 86). xi. The company is required to issue share certificates to its shareholders within 90 days from the date of allotment or within 45 days after the date of filing of application for registration of transfer of shares (Section 74). xii. Particulars of every mortgage or charge created by the company on its property or undertaking and every modification therein or satisfaction thereof are required to be filed and registered with the registrar concerned within 21 days after the date of its creation, modification or satisfaction (Sections 121, 129 & 132).

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APPENDIX
 PROCEDURES SUMMERY  FEE SCHEDULE  FORM 1  FORM 21  FORM 29  BANK CHALLAN FORM (SECP)  ISSUANCE OF NAME FORM  APPLICATION FOR FILE INSPECTION  ISSUANCE OF CERTIFIED TO BE TRUE COPY

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