c.law project

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[Type the author name]

ROCK STYLE GARMENTS (PVT)LIMITED

.

Incorporation of a new

Garments Company

Steps ofstarting Garments Company

SUBMITEDTO

Mr. Mudassad Alam

SUBMITTED BY:

M.Rafay Munir

H.Arslan Zahid

Waseem Iqbal

Zahid Yasin

Submission Date:

11th

Nov, 2010

A H M E D C E N T R E , 2 N D F L O O R , O F F I C E N O . 3 , I - 8 M A R K A Z I S L A M A B A D


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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.MUDASSARALAM Who guided us very well

throughout the course ofCORPORATE 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 OFGARMENTS 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 permission beforeincorporation/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, foreigncompany and so forth.

4. Apply for the attested copies of the documents filed5. Receive Certificate of Incorporation or Certificate of Commencement of Business6. 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)

N.I.C BUILDING, JINNAH AVENUE,

ISLAMABAD - PAKISTAN

Ph: 051-9207091- 4 Fax: 051-9204915

Website: www.secp.gov.pk

E-mail: [email protected]


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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 companyThe 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.

2. To purchase raw material and allied items required for manufacturing/stitching of garments /made ups in any manner company may think fit.

3. To carry on the business of manufacturing and stitching of garments / made ups on joborder/contract basis.

4. To sell or dispose of leftover garments / made ups, garment waste, accessories and othersurplus commodities that can be produced, compounded or made available by the company in

any form as a result of any of its processes.

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 orotherwise 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 othersimilar 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.

16) To pay all costs, charges and expenses, if any, incidental to the promotion,

formation, registration and establishment of the company;

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 theattainment 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. The liability of the members is limited.

IV. The authorized capital of the company is Rs. 10,00,000/- (Rupees one million only) dividedinto 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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Witness to above signatures.

No. 1

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

No. 2

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 ofROCKSTYLE (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 theOrdinance and accordingly:

(1) No invitation shall be made to the public to subscribe for the shares or debenturesof the Company.

(2) The number of the members of the Company (exclusive of persons in theemployment 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 inthe 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 theextent herein appearing.

TRANSFEROF 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 ofthe Company and shall hold the office up to the date of First Annual General Meeting:

1. H.ARSLAN ZAHID2. M.RAFAY MUNIR3. 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

(present &

former) in

full (in

Block

Letters)

NIC No.

(in case

of

foreigne

r,

Passport

No.)

Fathers/

Husbands

Name in

full

Nationalit

y (ies)

with any

former

Nationalit

y

Occupati

on

Residential

address in

full

Number

of shares

taken by

each

subscriber

Signatur

es

1 M.RAFA

Y MUNIR

61101-

6373934

-7

MUNIRAHMED

PAKIST

ANI

STUDE

NT

FLAT#1,

BLOCK#15

0,G11

500

(FIVEHUNDR

ED)

2 WASEEM

IQBAL

61101-

2094626

-7

IQBAL

GHULA

M

PAKIST

ANI

STUDE

NT

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

500

(FIVE

HUNDR

ED)


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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 tobe 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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