Page | 1 SUPERIOR UNIVERSITY FINAL TERM PROJECT SUBMITTED BY: SUBMITTED TO: LEADER 11338 SIR UMAR ZAKA 11321 PROGRAM: 11315 M.com 3-A 11353 11316 BUSINESS & CORPORAT LAW
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SUPERIOR UNIVERSITY
FINAL TERM PROJECT
SUBMITTED BY: SUBMITTED TO:
LEADER 11338 SIR UMAR ZAKA
11321 PROGRAM:
11315 M.com 3-A
11353
11316
BUSINESS & CORPORAT LAW
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DEDICATIONALL PRAISES FOR ALMIGHTY GOD ,THE CREATOR OF THE WORLD AND THE HEAVEN..... WE DEDICATE THIS FEEBLE WORK TO OUR BELOVED PARENTS AND LIVING LEGENDS OF EXCELLENCE, FOR OUR LIFE WITHOUT THEIR KNOWLEDGE AND WISDOM AND GUIDANCE WE WOULD NOT BE ABLE TO ACHIEVED THE GOAL WE HAVE STRIVED FOR….AND TO ALL THOSE WHO PRAYED FOR US…
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AcknowledgementProject in any field of study is the kind of achievement for which every student is looking for and thinking upon throughout their academic session that what it should be & how should it be completed. It is definitely a keen desire of every student to full fill their requirements. It needs thorough study, untiring efforts, hard work with full devotion towards the cause and last but not the least proper guidance and corporation from seniors and instructors.We extend our gratitude to “Sir UMER ZAKA”whose guidance, broadened vision and his ample experience throughout the project served as a lighthouse in this incredible venture for completion of the project.
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TABLE OF CONTENTSTABLE OF CONTENTS
1. Partnership deed of CAA Enterprises 5
2. Formation & Incorporation of a company 8
3. Article of Association of BEN TEN (PVT) LTD 12
4. Memorandum of Association BEN TEN (PVT) LTD 16
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PARTNERSHIP DEED
This deed of Partnership executed on 15th day of February 2012, by and between the following Parties.
1. Mr. CH Shujaat Hussain S/o Muhammad Hussain,House #96, Lane-5, Askari Housing Estate, Gulberg-III, Lahore. (CNIC No. 35202-2578661-4).
2. Mr. Altaf Hussian S/o MasoodHussain,House # 316-F, Johar Town, Lahore.(CNIC No. 35202-2583882-0)
3. Mr. Asif Ali Zardrai S/o M. Hassan Ali,House # 112, Street # 1, Fazal Park No.2, Shad Bagh, Lahore.(CNIC No. 35202-2838456-3)
Hence therefore, in presence of the witnesses, the above-mentioned partners have agreed to pool their resources together for the purpose of business with the following terms and conditions.
1. That the name & style of the firm shall be “CAA Enterprises.”
2. That the Head Office of the firm shall be situated at “16 – Fane Road, Lahore.”, but it may be extended to other places as well if and when so decided by the mutual consent of all the partners or their authorized representatives.
3. That the above-mentioned firm is Leather Contractors and Supplier. Other allied lines as well may be adopted as may be deemed fitand mutually agreed between the partners.
4. That the Capital Investment of the firm shall be contributed by the partners as under:a) Mr. CH Shujaat Hussain 50%b) Mr. Altaf Hussian 30%c) Mr. Asif Ali Zardrai 20%
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5. That respective share of Partners in the profit/loss in business shall be in the following ratio:
a) Mr. CH Shujaat Hussain 50%b) Mr. Altaf Hussian 25%c) Mr. Asif Ali Zardari 25%
Profit shall be allocated on closure of accounts annually. However Partners may make drawings on monthly basis.
6. That Mr. Asif Ali Zardari is the Managing Partner. All contracts and agreements as well as other business will be dealt by him. His decision will prevail in all matters and dealing of the firm including labor, marketing and financing etc.
7. That the bank accounts of the firm may be opened in the name of firm and shall be operated by Mr. Asif Ali Zardari.
8. That the firm may obtain loans from banks and other financial institutions for promotion of the business of the firm. All bank loans and finances will be in the name of firm only and no party shall obtain loan in its personal capacity for the business of the firm.
9. That no party shall do any other business which could be harmful for the business of this firm. The Partners will contribute their best efforts for the promotion of the business of the firm.
10. That duration of partnership is at will and may be dissolved by a notice of Sixty days in writing from anyone of the partners.
11. That in case of dissolution any of the Partners can take over the business with all assets (whether tangible or intangible) and liabilities as mutually agreed between parties.
12. That in case of any dispute arising between the partners regarding interpretation of any of the clauses of this deed or any other matters relating to the business either during the continuation of firm or after dissolution thereof, the matter will be settled through arbitrator according to the prevailing law and his decision shall be final and binding on all the partners.
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13. That each party shall bear its own burden of taxation.
14. That all the partners shall abide by the provisions of partnership Act as amended from time to time.
15. That complete and regular book of accounts shall be maintained and the books of accounts shall be open to inspection to all the partners who may look into them either personally or through any of their representative so authorized by them.
16. That the partnership shall be deemed to be effective from 18st day of February 2012.
IN WITNESSES therefore, the above partners have put their signatures to this deed of Partnership in the presence of witnesses signing hereunder:-
PARTNERS:
1. Mr. CH Shujaat Hussain Ch S Hussain
2. Mr. Altaf Hussian Altaf Hussain
3. Mr. Asif Ali Zardrai Asif Ali Zardrai
WITNESSES:
(1) Shahbaz (2) tullat
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FORMATION & INCORPORATION OF A COMPANY
FLOW CHART
Promotion of a Company
Filing of Documents
Application for availability of name
Fee and Stamp Duty
Registration & Incorporation
Commencement of Business
Certificate of Commencement of Business
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Further detail of above flow chart is discussed below:
1. Promotion of a Company:
Some initial steps are taken by promoters for the promotion of company:
Develops idea for business. Considers demand of products etc. For fulfilling their money needs they contact different banks and get loan. They try to manage
money from other sources. After raising the capital they prepare necessary documents in order to file to registrar for the
incorporation of company.
2. Application for the availability of name:
Application for the availability of the company name must be made to the Registrar accompanied with original challan fee payment of Rs.500. for online application the fee is low as compare to manual application.
The name must not be inappropriate, deceiving, designed to develop or defend any religion, be identical or have a close resemblance with that of an existing company name.
On receiving the application, the Registrar issues a certificate of availability of name within 2 days if he thinks fit.
The name is reserved for 30 days from the receiving of the certificate of the availability of name.
On failure of the promoters to get the company registered within 30 days from the receipt of such certificate, the Registrar may allocate such name to any other applicant seeking the same name.
If name is not available they are going to give rejection letter & may say to search for a new name and for this company will again have to submit fee of Rs 500/- to proceed the process of checking availability of name.
3. Filing of Documents:
a) Documents to be filed before incorporation:
MOA(Memorandum of
Association)
A Company Limited by Shares. A Company Limited by Guarantee. Unlimited Company.
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b) Documents to be filed after incorporation:
4. Fee and Stamp Duty:
Any document required to be filed by company shall not be filed until fee payable and any other original receipt or proof acceptable to registrar in respect of documents are not duly paid or furnished.
5. Registration & Incorporation: Conditions for registering memorandum etc:
o Must be formed for lawful purpose.o Objects should not be inappropriate, deceptive and insufficient.o Compliance with all the requirements of the Ordinance.
Legal effects of incorporation:
AOA(Article of
Association)
A Company Limited by Shares may file AOA. A Company Limited by Guarantee shall file
AOA.
Statutory Declaration
It shall be filled with the registrar stating that all the requirements under ordinance have been compiled with.
Consent to become director
Company shall file it to registrar, containing the consent of persons who have consented to act as a director or CEO of a company.
Notice of situation of registered office.
The situation of registered office and any change in it shall be given to registrar.
Copy of Prospectus Should be given by public limited company duly signed by every person or director named in Prospectus to the registrar. This clause is not applicable to Private limited Company.
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o Subscriber of memorandum shall be a body corporate.o Capable to exercise all functions of incorporated body.o Gets the Perpetual Succession.o Company shall have and work under a Common Seal.
Certificate of incorporation:It is just like a birth certificate of a company and the date in it shows the 1 stday of the existence of a company.
6. Commencement of Business:
oo
7. Certificate of Commencement of Business: It is issued after the fulfillment of following conditions: Allotment of Shares:
Shares payable in cash shall have to be allotted to the amount not less in the whole than the minimum subscription.
Payment by every director:Every director of the company has paid to the company full amount on each of the taken shares.
Declaration as to compliance with conditions:A declaration has to be filed with the registrar that all the conditions have been compiled with.
Filling of statement in lieu of Prospectus:A statement in lieu of Prospectus has to be issued to the registrar when a company does not issue the prospectus.
Private Company It can commence its business immediately upon incorporation and can borrow money.
Public Company
It cannot commence its business immediately upon incorporation. It shall commence its business after the issuance of certificate of incorporation.
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THE COMPANIES ORDINANCE, 1984
(Private Company Limited by Shares)
ARTICLES OF ASSOCIATION
OF
BEN TEN (PRIVATE) LIMITED
1. The Regulations contained in Table ‘A’ to the First Schedule to the Companies Ordinance, 1984 (the “Ordinance”) shall be the regulations of “BEN TEN (PRIVATE) LIMITED” deals in Leather and different products so far as these are applicable to a private company.
PRIVATE COMPANY
2. The Company is a “Private Company” within the meaning of Section 2(1)(28) of the Ordinance and accordingly:
a) No invitation shall be made to the public to subscribe for the shares or debentures of the Company.
b) The number of the members of the Company (exclusive of persons in the employment of the Company), shall be limited to fifty, provided that for the purpose of this provision, where two or more persons hold one or more shares in the company jointly, they shall be treated as single member; and
c) The right to transfer shares of the Company is restricted in the manner and to the extent herein appearing.
BUSINESS
3. The business of the company shall include all or any of the objects enumerated in the Memorandum of Association.
SHARES
4. The shares shall be under the control of Directors who may allot or otherwise dispose of the same to such person, firm or corporation on such term and conditions and at such time as may be thought fit either at par or at premium or discount as the directors may think fit.The authorize capital of a company is Rs. 2,00,00,000/- divided into 20000 of ordinary shares of Rs. 1000/- each.
MEMBERS: NO of shares: Share Value:
1. Kashmala Tariq 5000 1000
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2. Firdous Awan 5000 10003. Tehmina Doltana 10000 1000
20,000
TRANSFER OF SHARES
5. 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.
GENERAL MEETING
6. Annual general meeting of the Company shall be held once at least in year.
7. The Registered Office of the Company will be situated in the Province of the Sindh.
8. The quorum is finally decided 2/3. 2/3 members are available in the meeting otherwise meeting will be cancelled.
DIRECTORS
9. The number of directors shall not be less than two or a higher number as fixed under the provisions of Section 178 of the Ordinance. The following persons shall be the first directors of the Company and shall hold the office up to the date of First Annual General Meeting:
1. Kashmala Tariq 2. Firdous Awan3. Tehmina Doltana.
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.
WINDING UP
Regulations 84 of Table A shall apply to the company.
S. No.
Name and Surname (present & former) in full (in Block
NIC No. (in case of foreigner, Passport No.)
Father’s/ Husband’s Name in full
Nationality (ies) with any former Nationality
Occupation
Residential address in full
Number of shares taken by each subscriber
Signatures
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Letters)
1 KASHMALA TARIQ
12354-1456877-1
MUAHMMAD TARIQ
Pakistani Trading business
House No. 1, Street No. 2, F-7/2, Islamabad
5000
(Five thousand)
Kashmala
2 FIRDOUSAWAN
25814-1456879-2
MUHAMMAD
AWAN
Pakistani Import and export of sports goods
House No16, Street No, 3, Pak Nagar, Akram Road, Lahore
5000
(Five thousand)
Firdous
3 TEHMINA DOLTANA
62584-1548795-3
DOLTANA
Pakistani Advocate
House No. 63, Street No, 6, Queens Road, Karachi.
10,000
(Ten thousand)
Tehmina
Total number of shares taken: 20,000
(Twenty thousand)
Dated the 16 th day of February2012.
Witness to above signatures.
______________
Signatures
Full Name, ___________________
NIC Number,__________________
Father’s/Husband’s Name ________
Full Address___________________
Occupation____________________
[IN BLOCK LETTERS]
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COMPANIES ORDINANCE, 1984
(PRIVATE COMPANY LIMITED BY SHARES)
Memorandum of Association
Of
BEN TEN (PRIVATE) LIMITED
I. The name of the Company is "BEN TEN (PRIVATE) LIMITED" deals in Leather Garments and different products. II. The Registered Office of the Company will be situated in the Province of the Sindh.
Ill. The objects for which the Company is established are all or any of the following:
Leather Garments:
1. To carry on the business as manufacturers, importers and exporters of leather products, caps, leather jackets of all sorts including leather garments leather wears, leather products, leather dresses, leather coats, leather furs, leather gloves, leather belts, leather shirts, bags, shoes and for that purpose to establish, run and operate tailoring knitting and stitching plants for manufacturing of all types of leather goods of all varieties pattern or designs. To carry on the business of manufacture, sale, purchase, export and deal in leather garments / goods, such as judo karate suits and martial art accessories, sports wears and sports clothing, leather jackets, leather trousers, hand bags, brief cases, suitcases, rain-coats belts and all kinds of leather products.
Tannery:
2. To run, control acquire, maintain, own, and occupy tannery for carrying on the business of tanning of various kinds of leather skins and hides and finishing, glazing, printing, embossing, dyeing, harnessing, stitching, and retaining of all kinds of leathers skin products.
Trading:
3. To carry on and undertake trading business of all sorts and to act as importers, exporters, traders, suppliers and commission agents of products, commodities and materials, in any form or shape manufactured or supplied by any company, firm, association of persons, body, whether incorporated or not, individuals, Government, Semi- Government or any local authority.
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Import/Export:
4. To carry on the business of importers and exporters of all kinds of goods, articles and things either manufactured, semi-manufactured or raw materials, and to act as sales representatives either on commission or on profit sharing basis of all kinds of goods and materials.
Sports Goods:
5. To manufacture, buy, sell, export and deal in all kinds of sports goods including foot ball, (soccer balls,) volley balls, basket ball, net balls, hand balls, hockey and cricket ball, tennis and badminton balls, squash and ping pong balls and all other kinds of balls made of leather, rubber and any other material.
6. To buy, sell import, export, manufacture and deal in all sorts of tennis rackets, badminton rackets, squash rackets, ping pong rackets and raw material used for the manufacturer and finishing of these or any other sports items and articles.
7. To manufacture, buy, sell, imports, exports, and deal in all kinds, of hockey sticks, cricket bats, walking, skating sticks, cricket wickets and other accessories and raw material used for the manufacturer of these goods.
8. To buy, sell, import, export, manufacture and deal in cotton gloves, working gloves, boxing gloves, ice hockey gloves, baseball gloves, goalkeeper gloves, punching gloves, wicket keeper gloves, batting gloves, leg guards, head guards, pads, athletics, supporters, knee caps, anklets, vests, golf gloves and bags and all other items connected with sports and deal in all sorts of raw material use for the manufacturing of these items.
Surgical Goods:
9. To carry on all or any of the business as manufacturers, buyers, sellers, importers, exporters, distributors, agents, brokers, factors, stockiest, commission agents, and dealers of dental, surgical and manicure instruments, of all kinds and descriptions. To manufacture, purchase, sell, import, export and deal in all kinds, of dental, surgical, manicure, scientific instruments, scissors, knives, cutlery of all kinds & descriptions, apparatuses and appliances, parts and accessories of all types, musical instruments, and hospital equipments or all kinds and description
Clearing Agents:
10. To carryon business and obtain licenses for shipping agents, clearing and forwarding agents, purchasing and indenting agents, selling agents, (except managing agent) on such terms and conditions as the Company may think proper subject to any permission as required under the law.
Agency Business:
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11. To carry on agency business (except managing agency) and to acquire and hold selling agencies and to act as selling agents, commission agents, manufacturers' representatives and distributing agents of and for the distribution of all kinds of merchandise, goods, commodities, products, materials, substances, articles and things whether finished, semi-finished, raw, under process, refined, treated or otherwise pertaining to trade and commerce and for that purpose to remunerate them and to open and maintain branches.
12. 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.
Acquiring Rights:
13. To purchase, take on lease or in exchange, hire, apply for or otherwise acquire and hold for any interest, any rights, privileges, lands, building, trademarks, patents, patent right, copyrights, licenses, machinery, plants, stock-in-trade, and any movable and immovable property of any kind necessary or convenient for the purposes of or in,connection with the Company's business or any branch or department ' thereof and to use, exercise, develop, grant licenses in respect of or otherwise turn to account any property, rights, and information so acquired, subject to any permission required under the law. To go in for, buy or otherwise acquire and use any patent design, copyright, license, concession, convenience, innovation, invention, trade marks, or process, rights, or 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.
14. 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, trade marks, patents, and other movable and immovable property of any description which the Company may deem necessary or which may seem to the Company capable of being turned to account, subject to any permission as required under the law.
Acquiring Business/Undertaking:
15. To acquire and carry on all or any part of the business or property and to undertake any liabilities of any person, firm, association or company's possession of property suitable for any of the purposes of the Company or carrying on any business which this Company is authorized to carry on and in consideration for the same, to pay cash or to issue shares of the Company.
Amalgamation:
16. To enter into partnership, to amalgamate, or merge movable with immovable and/or to buy on all interests, assets, liabilities, stocks, or to make any arrangement for sharing profits, union of interests, co- operation, joint-venture, mutual concession or otherwise with any person, firm or company carrying on or proposing to carry on any business which this Company is authorized to carry on or which is capable of being conducted so as directly or indirectly to benefit this Company and to have foreign
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collaborations and to pay royalties/technical fees to collaborators subject to the provisions of the Companies Ordinance, 1984.
Establishing Associations etc:
17. 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.
Opening of Bank Accounts:
18. 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, warrants, deposit notes, debentures, letter of credit and other negotiable instruments and securities.
Obtaining Loans:
19. To arrange local and foreign currency loans from scheduled banks, industrial banks and financial institutions for the purpose of purchase, manufacture, market, supply, export and import of machinery, construction of factory, building and for the purpose of working capital or for any other purpose.
Disposal of Undertaking:
20. To sell or otherwise dispose of the whole or any part of 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.
Borrowing:
21. To borrow money by means of loans or other legal arrangements from banks, or other financial institutions, or Directors in such manner as the Company may think fit and in particular by issue of debentures, debenture stock, perpetual or otherwise convertible into shares and to mortgage, or charge the whole or any part of the property, assets of the Company, present or future, by special assignment or to transfer or convey the same absolutely or in trust as may seem and to purchase, redeem or payoff any such securities.
Paying Expenses:
22. To pay all costs, charges, and expenses, preliminary or incidental, incurred in formation or about the promotion and establishment of the Company and to remunerate any person, firm or company for services rendered or to be rendered in or about the formation or promotion of the Company or the conduct of its business.
Employees’ Profit:
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23. To give any servant or employee of the Company commission in the profits of the Company's business or any branch thereof and for the purpose to enter into any agreement or scheme of arrangement as the Company may deem fit and to acquire any servants or employees of the Company to be insured against risk of accident in the course of their employment by the Company.
Remunerating Employees:
24. To establish and support or aid in the establishment and support of associations, institutions, funds, and conveniences calculated to benefit persons who are or have been Directors of or who have been employed by or who are serving or have served the Company or any other Company which is a subsidiary or associate of the Company or the dependents or connection of such persons and to grant pensions, gratuities, allowances, reliefs and payments in any other manner calculated to benefit the persons described herein.
Distribution of Property:
25. To distribute any of the Company's property and assets among the members in manner whatsoever stated in case of winding up of the Company.
Guarantee:
26. To guarantee the performance of contract and obligations of the Company in relation to the payment of any loan, debenture-stock, bonds, obligations or securities issued by or in favour of the Company and to guarantee the payment or return on such investments.
Joint Ventures:
27. To carry out joint venture agreements, with other companies or countries within the scope of the objects of the Company.
Establish Foreign Branches:
28. To cause the Company to be registered or recognized in any foreign country.
Incidental Business:
29. To do and perform all other acts and things as are incidental or favorable to the attainment of the above objects or any of them.
Government Contracts:
30. To apply for and obtain necessary consents, permissions and licenses from any Government, State, Local and other Authorities for enabling the Company to carryon any of its objects into effect as and when required by law.
Declaration:
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31. It is declared that despite anything contained in the foregoing object clauses of this Memorandum of Association nothing contained therein shall be construed as empowering the Company to undertake or to spoil in business of banking company, banking, leasing, and investment, managing agency or insurance business directly or indirectly as restricted under the law or any unlawful operation.
IV. The liability of the members is limited.
v. The authorize capital of a company is Rs. 2,00,00,000/- (Rupees two core only) divided into 20000 of ordinary shares of Rs. 1000/- (Rupees one thousand only) each with powers to increase and reduce the Capital of the Company and to divide the shares in the Capital for the time being into several classes in accordance with the provisions of the Companies Ordinance, 1984
S. No.
Name and Surname (present & former) in full (in Block Letters)
NIC No. (in case of foreigner, Passport No.)
Father’s/ Husband’s Name in full
Nationality (ies) with any former Nationality
Occupation
Residential address in full
Number of shares taken by each subscriber
Signatures
1 KASHMALA TARIQ
12354-1456877-1
MUAHMMAD TARIQ
Pakistani Trading business
House No. 1, Street No. 2, F-7/2, Islamabad
5000
(Five thousand)
Kashmala
2 FIRDOUSAWAN
25814-1456879-2
MUHAMMAD
AWAN
Pakistani Import and export of sports goods
House No16, Street No, 3, Pak Nagar, Akram Road, Lahore
5000
(Five thousand)
Firdous
3 TEHMINA DOLTANA
62584-1548795-3
DOLTANA
Pakistani Advocate
House No. 63, Street No, 6, Queens Road, Karachi.
10,000
(Ten thousand)
Tehmina
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Total number of shares taken: 20,000
(Twenty thousand)
Dated the 16 th day of February2012.
Witness to above signatures.
______________
Signatures
Full Name, ___________________
NIC Number,__________________
Father’s/Husband’s Name ________
Full Address___________________
Occupation____________________
[IN BLOCK LETTERS]
______________________________
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