COMPANY REGISTRATION DOCUMENTS

7/27/2019 COMPANY REGISTRATION DOCUMENTS

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Premium Foods Ltd.QUALITY GUARANTEED……

[Type the document subtitle]

2011

[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



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

TABLE OF CONTENTS



“PROSPECTUS” ...................................................................................................................................... 21

1. “APPROVAL AND LISTING ON THE STOCK EXCHANGE”: .......................................... 22

2. “SHARE CAPITAL AND RELEVENT INFORMATION”: ................................................... 24

3. “UNDERWRITING, COMMISSION, BROKERAGE AND OTHER EXPENSES”: ........... 29

4. “ HISTORY AND PROSPECTS”:.............................................................................................. 31

5. “FINANCIAL INFORMATION” ............................................................................................... 36

6. “MANAGEMENT”: ..................................................................................................................... 40

7 “MISCELLANEOUS”: ................................................................................................................ 43

8 “APPLICATION ANO ALLOTMENT INSTRUCTIONS”: ................................................... 46

ANNEXURE .............................................................................................................................................. 50



PREMIUM FOODS LIMITED

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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. Thename of our company is PREMIUM FOODS LIMITED which deals in food products.

The project includes company’s profile, memorandum of association, article of association and

prospectus.




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Company Profile

Basic Information

Company Name: Premium Foods Limited

Business Type: Trading Company, Distributor/Wholesaler

Product/Service

(We Sell):

Beverages, dairy products, baby products, prepared meals,

chocolates & confectionaries

Product/Service

(We Buy):

Beverages, dairy products, baby products, prepared meals,

chocolates & confectionaries

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

Trade & Market

Main Markets:

Pakistan

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

http://www.premiumfoods.ru/






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“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




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The Companies Ordinance, 1984

(PUBLIC COMPANY LIMITED BY SHARES)

Memorandum of Association

OF


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 Co-




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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




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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 Co-

operative, 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.




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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 descri ptions of subscribers Number of shares

purchased by each

subscriber

Signature

Mr. Yousaf Waqas

S/O Waqar A. SahffiPakistani

Business man

94-D Model Town, Lahore

50,000

(fifty thousand)

Muhammad Naeem

S/O Muhammad Yaqoob

Pakistani

Industrialist

97-A Iqbal Town , Lahore

25,000

(twenty-five

thousand)

Mrs. Asma Wahab

Wife Of Wahab Raza

Pakistani

House Wife

132-A Faisal Town , Lahore

25,000

(twenty-fivethousand)

Umer Mansha

S/O Shoaib Mansha

Pakistani

Engineer

14-C Jail Road, Lahore

50,000(fifty thousand)

Mrs. Sana Saleem

Wife Of Saleem Waheed

Pakistani

26,000

(twenty-six thousand)




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House Wife

17-F Sector A, Askari 9, Lahore

Name, addresses and descri ptions of subscribers Number of shares

purchased by each subscriber

Signature

Ali Munir

S/O Munir Iqbal

Pakistani

Engineer

18-H Wapda Town, Lahore

41,000

(forty-one thousand)

Mian Muhammad Aqeel

S/O Waqas Haneef

Pakistani

Business Man

101-A Johar Town, Lahore

30,000

(thirty thousand)

Ibrahim Usman

S/O Muhammad Usman

Pakistani

Doctor

42-B M.M.Alam Road, Lahore

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: Nationality: PakistaniFull Name: Arslan Nadeem Occupation: Advocate High CourtC.N.I.C # 35202-789452-1 Full Address: 14-Aiwan E IqbalFather’s Name: Iqbal Baig 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 Directors

(l) Borrowing powers and methods of raising loans(m) Payment of dividends and creation of reserves

(n) Accounts and audit

(o) Winding up.

Article of Association

??????




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Article of Association

OF


I. “INTERPRETATIONS”

In these Articles:-

“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.

II. “MEMBERSHIP”:

1. The number of members which the Co-operative proposes to register is 500 but the Board

may from time to time register an increase of members.

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 co-

operative 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-operativeand 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 resolutionshall 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) The Chairperson; or

(b) At least 3 members present in person.

Unless a poll is so demanded, a declaration by the Chairperson that a resolution has beencarried or lost and an entry to that effect in the minutes of the proceedings of the Co-

operative 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 Co-

operative

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 Co-

operative 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 co-

option 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 Co-

operative 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 anyregulations 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 Co-

operative

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 beconvicted 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


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 THEREGISTRAR 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.




24

2. “SHARE CAPITAL AND RELEVENT INFORMATION”:

2.1 SHARE CAPITAL

AUTHORIZED

(RUPEES)

100,000,000 ordinary shares of Rs.10 each 1,000,000,000

ISSUED, SUBSCRIBED AND PAID Up

Ordinary shares of Rs.10 each issued to:

Sponsors No. of ordinary

shares

Total value (Rs.)

Foreign

BCHIL Company Limited

P.O. 309, Grand Cayman

Cayman Islands, British West Indies

40,178,346 401,783,460

Local

Sponsors, Directors & Associates 7,346,986 73,469,860

Subtotal 47,525,332 475,253,320

INSTITUTIONS

Foreign

Asea Brown Boveri Kraftwerke A. G.Kallstadter Strasse 1P. O. Box 100351D-6800 Mannheim 31Germany 6,859,140 68,591,400

SEP Holdings Corp.Cayman IslandsBrithih West Indies 7 ,63,121 76,301,210




25

Local

Cresent Investment Bank Limited(and Nominees)6th Floor, SIDCO Avenue Centre

Maulana Din Mohammad Rafi RoadKarachi - 74200Pakistan 15,505,020 155,050,200

First Capital Securities CorporationLtd (and Nominees)103-C/II, Gulberg IIILahore - 54660Pakistan 5,168,400 51,684,000

Subtotal: 35,162,681 351,626,810

Total Before Public Issue: 82,688,013=========

826,880,130==========

PRESENT ISSUE

Now offered at par for subscription incash in full on application as follows:

GENERAL PUBLIC 10,480,000 104,800,000

EMPLOYEES 20,000 200,000

10,500,000 105,000,000

TOTAL AFTER PRESENT ISSUE: 93,188,013=========

931,880,130==========




26

2.2 OPENING AND CLOSING OF SUBSCRIPTION LIST

The subscription list will open at the commencement of banking hours on July 1, 2011 andwill 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




27

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 sub-

section (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.




28

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 YEARSDuring 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




29

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 No. of Shares Rupees

Crescent Investment Bank Limited 7,000,000 70,000,000

First Capital Securities Corporation Limited 3,500,000 35,000,000

Total 10,500,000 105,000,00

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




30

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 EXPENSESPreliminary Expenses of the Company have been paid by the initial shareholders through

their own resources, and have not been charged to the company.




31

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: 524,000

Brokerage to members of Stock Exchanges: 1048,000

Underwriting Commission: 2625,000

Other expenses of the issue, i.e. banker's charges, printing and

stationery, advertisement of prospectus, computer services,

balloting, consultancy fee, listing fee, etc.

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




32

The main manufacturing based projects of the company are as follows:

Extensions of Dairy and Juices Ar ea

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 li ne 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 fil ler, for I nfant 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 Lahore-

Raiwind 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




33

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.




34

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:

US $ Million

- Imported Plant & Machinery 72.530

- Local Plant & Machinery .934

- Civil works 13.300

- Erection/Commissioning 5.400

Total: 92.164

=====

The above price will be paid as follows:

-Advance payment made:US$

19.719

-L/Cs establishedUS$ 39.569

59.288




35

Balance payable During Construction against running bills from following sources:

- ANZ Bank LoanUS$

20.000

- Sanwa Bank Loan 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.

F iscal 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.




36

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 Ref: 1-208-96Premium foods LimitedLahore.

03 April 1996

Dear Sirs,

AUDITORS' CERTIFICATE UNDER SECTION 53(1) READ WITH CLAUSE 28 (1) OFSECTION 2 OF PART-I OF THE SECOND SCHEDULE TO THE COMPANIESORDINANCE 1984

We have examined the accounts of Premium foods Limited for the period 20 December 1994 to31 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 andliabilities and shareholders' equity of the company as at 31 December 1995 were as follows:

1995

(RUPEES)

FIXED ASSETS 38,765,023DEVELOPMENT EXPENDITURE 131,689,069

170,454,092

PRELIMINARY EXPENSES 141,650

CURRENT ASSETS




37

Advances, deposits, prepayments and other receivables 273,480,274

Cash and bank balances 102,400,988

375,881,262

546,477,004

========

SHARE CAPITAL 500,000

SHARE DEPOSIT MONEY 526,437,900

CURRENT LIABILITIES 19,539,104

Creditors' accrued and other liabilities 546,477,004

========

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 notcommenced 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: 1-209-96Premium foods LimitedLahore.




38

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 theissued, 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

Amount(Rupees)

SPONSORS

Forgien

BCHIL Southern Company LimitedP. O. 309, Grand CaymanCayman IslandsBritish West Indies 40,178,346 401,783,460

Local

Sponsors, directors and associates 7,346,986 73,469,860

47,525,332 475,253,320

======= ========

OTHERS

Asea Brown Boveri Kraftwerke A. G.Kallstadter Strasse 1P. O. Box 100351

D-6800 Mannheim 31Germany 6,859,140 68,591,400

SEP Holding CorporationCayman IslandsBritish West Indies 7,630,121 76,301,210




39

Crescent Investment Bank Limited 15,505,020 155,050,200

First Capital Securities Corporation Limited 5,168,400 51,684,000

35,162,681 351,626,810

82,688,013 826,880,130

======= ========

Yours faithfully

Sd/Taseer Hadi Khalid & Co.Chartered Accountants

5.3 AUDITOR'S CERTIFICATE FOR BREAK-UP VALUE OF SHARES

The Board of Directors Ref: 1-210-96Premium foods LimitedLahore

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 sharesissued up to that date the break-up value of one ordinary share of a nominal value of Rs. 10 eachof the company is Rs. 10 each.

Yours faithfully

Sd/

Taseer Hadi Khalid & Co.Chartered Accountants




40

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 ADDRESS OCCUPATION

Mr. Yousaf Waqas

S/O Waqar A. Sahffi

94-D Model Town,

Lahore

Business man

Muhammad Naeem

S/O Muhammad Yaqoob

97-A Iqbal Town ,

Lahore

Industrialist

Mrs. Asma Wahab

Wife Of Wahab Raza

132-A Faisal Town ,

Lahore

House Wife

Umer Mansha

S/O Shoaib Mansha

14-C Jail Road,

Lahore

Engineer

Mrs. Sana Saleem

Wife Of Saleem Waheed

17-F Sector A, Askari

9, Lahore

House Wife

Ali Munir

S/O Munir Iqbal

18-H Wapda Town,

Lahore

Engineer

Mian Muhammad Aqeel 101-A Johar Town, Business Man




41

S/O Waqas Haneef Lahore

Ibrahim Usman

S/O Muhammad Usman

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




42

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.




43

7 “MISCELLANEOUS”:

7.1 REGISTERED OFFICE

8- Kashmir Road/ Egerston Road

Lahore

Phone 92 42 636258

Fax 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




44

7.3 BANKERS TO THE COMPANY

CODE NAMES

01 UNITED BANK LIMITED

02 FAYSAL BANK LIMITED

03 ALLIED BANK LIMITED

04 JS BANK LIMITED

05 DESTUSCH BANK LIMITED

06 SONERI BANK LIMITED

07 MY BANK LIMITED

08 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, IslamabadTel: 819261-2

Fax: 818721

7.6 CONSULTANTS Taseer Hadi Khalid & Co.

Chartered Accountants




45

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 isn’t 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




46

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.




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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.




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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.




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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




ANNEXURE

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COMPANY REGISTRATION DOCUMENTS

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