2019

CORPORATE LAWS AND

SECRETARIAL PRACTICES
(company’s registration, Memorandum of
association, Article of association, prospectus )

SUBMITTED TO: MISS SADIA ARSHAD

SUBMITTED BY: HAFSA KHALID
HABIBA KAUSAR
SIDRA KHAN
KANWAL JAFFERY
BS-COMMERCE-6TH
06-05-2019

FATIMA JINNAH WOMEN UNIVERSITY RAWALPINDI

 CRAFTER’S PARADISE PRIVATE LIMITED

Registration of the company:

The registration of a private limited company involves the 5 basic steps:

Approval of company name

registration of company

Submission of documents

certificate of incorporation

deposit the shares

registration for
income,sales and
professional taxes

Approval of company name:

The first step in Pakistan while registering the company is choosing the company name. so the
company name that is selected is CRAFTER’S PARADISE. It is a unique name and does not
include any prohibited words.

Submission of documents:
After choosing the company name and it gets approved, then we submitted the incorporation
documents to the securities and exchange commission of Pakistan (SECP)

Certificate of incorporation:
The SECP evaluates the documents, check their validity, and the national institutional facilitation
technologies granted a digital signature.
Afterwards they issued certificate of incorporation
Deposit of shares:
After the registration the shareholders of Crafters paradise deposit their corresponding amount of
shares in the company’s bank account.

Registration of income, sales, and professional taxes.

Then, the company is registered with FBR.

(THE COMPANIES ACT, 2013)

MEMORANDUM OF ASSOCIATION
OF
CRAFTER’S PARADISE PRIVATE LIMITED

I. The Name of the Company is: - crafter’s paradise PRIVATE LIMITED.

II. The Registered Office of the Company will be situated in the Islamabad, the capital city of
Pakistan.
III. (A) THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS
INCORPORATION ARE:—
 Running the business of online shopping portal for the art and craft. Arranging art
exhibitions and online selling of paintings, drawings, sculptures, sketches and other crafty
items.
 To develop, own, manage and run art galleries for exhibition of art and deal in sculptures,
paintings, art products, artifacts, sculpture, decorative arts, furniture, textiles, costume,
drawings, pastels, watercolors, collages, prints, artist books, photographs, installation art
and similar articles.
 To carry on the business of casting, forging, fabricating, sheeting, stamping, pressing,
extruding, drawing, flattening, molding, straightening, heat treatment of all kinds of ferrous
and non-ferrous materials, metals and alloys specially for the purpose of manufacturing,
decorating, improvising and crafting sculptures, artifacts, decorative items and similar
other products.
 To organize, aid, counsel, assist and promote all types of fairs, exhibitions including
sculpture exhibitions, painting exhibitions, performance arts, musical shows, poetry recital,
trade exhibitions, events, celebrity shows, charitable shows, fund raising events, rural
shows, premiers, laser shows and all other connected promotional activities in Pakistan and
abroad.

(B) MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS

SPECIFIED IN CLAUSE III(A) ARE:—
 To purchase a wide range of plant, hardware, hardware, mechanical assembly,
apparatuses, utensils, wares, substances, articles and things important or helpful for
carrying on the objects of the Company.

 To go into association or into any course of action for sharing benefits, association of
interests, co-activity, joint-venture, or generally with any individual, or organization
continuing or occupied with any business or exchange which this Company is approved
to continue.
 To establish, provide, maintain and conduct or otherwise, subsidise research laboratories
and experimental workshops for scientific and technical research and experiments and to
undertake and carry on with all scientific and technical research, experiments and tests of
all kinds and to promote studies and research both scientific and technical investigation
and invention by providing, subsidising, endowing or assisting laboratories, workshops,
libraries, lectures, meetings and conferences and by providing the remuneration to
scientific and technical professors and teachers and to award, scholarships, prizes, grants
and bursaries to students and to encourage, promote and reward studies, researches,
investigations, experiments, tests and inventions of any kind that may be considered
likely to assist the objects of the Company.

 To do all or any of the above things as principals, agents, contractors, trustees or otherwise
and by or through trustees, agents or otherwise and either alone or in conjunction with
others and to do all such other things as are incidental or as may be conducive to the
attainment of the objects or any of them.

 To open accounts with any bank or financial institution and to draw make, accept, endorse,
discount, execute and issue promissory notes, bills of exchange, hundies, bills of lading,
warrants, debentures and such other negotiable or transferable instruments of all types and
to buy the same.

 To undertake and execute any trusts, the undertaking of which may seem desirable, either
gratuitously or otherwise, for the attainment of the main objects of the Company.

 To provide for the welfare of employees or ex-employees (including Directors and other
officers) of the Company and the wives and families or the dependents or connections of
such persons, by building or contributing to the building of houses, or dwellings or chawls
or by grants of money, pensions, allowances, bonus or other such payments or be creating
and from time to time, subscribing or contributing to provident fund and other associations,
institutions, funds or trusts, and/or by providing or subscribing or contributing towards
places of instruction and recreation, hospitals and dispensaries, medical and such other
attendances and assistance as the Company shall determine.

 To purchase or otherwise acquire and undertake the whole or any part of the business,
property, rights and liabilities of any company, firms or person carrying on business which
 this Company is authorised to carry on or is possessed of rights suitable for the objects of
this Company.

 The company would obtain approval of the concerned authorities to carry on the objects
of the company and the matters which are necessary for furtherance of the Company as
given in this memorandum of association wherever required.

IV. The liability of the member(s) is limited and this liability is limited to the amount unpaid, if
any, on the shares held by them.
V. The Authorized Share Capital of the company is Rs. 1, 00,000/- (Rupees One Lakh) divided
into 10,000 (Ten Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

I/WE, the undersigned whose name(s), address(es) and description(s) is/are given below, wish to
form a company, in pursuance of this memorandum of association, and I/we respectively agree to
take the number of share(s) in the capital of the company set opposite my/our respective name(s).

Names addresses and description of No. of share taken by each Signatures

founder members. founder member

Name:
4000

Name:
3000
Name :
3000

Total no. of shares taken 10000

 ARTICLES OF ASSOCIATION
NAME – OBJECT – REGISTERED OFFICE – DURATION
Article 1

Crafter’s paradise is a company limited by shares incorporated and organized in accordance with
the company ordinance.

The registered offices of Crafter’s paradise are in Islamabad, the capital city of Pakistan

The duration of crafters paradise is unlimited.

Article 2

The purpose of the Crafter’s paradise is to;

To carry on the business of running an online shopping portal for art and crafts item.
To organize art exhibitions and sell sculptures, paintings, artifacts and related items through e-
commerce or otherwise in Pakistan and abroad.

To develop, own, manage and run art galleries for exhibition of art and deal in sculptures,
paintings, art products, artifacts, sculpture, decorative arts, furniture, textiles, costume, drawings,
pastels, watercolors, collages, prints, artist books, photographs, installation art and similar articles.

To carry on the business of casting, forging, fabricating, sheeting, stamping, pressing, extruding,
drawing, flattening, molding, straightening, heat treatment of all kinds of ferrous and non-ferrous
materials, metals and alloys specially for the purpose of manufacturing, decorating, improvising
and crafting sculptures, artifacts, decorative items and similar other products.

Article 3

The registered office of the Company is located in Islamabad, the capital city of Pakistan

Article 4
The Memorandum of Association envisages that the Company will expire on 31 December
2030.The Shareholders’ Meeting may extend this term or resolve on early dissolution of the
Company.

SHARE CAPITAL – SHARES – BONDS

Article 5

The share capital totals sixty one million two hundred eighteen thousand eight hundred and two
(61,218,802)Rs, divided into thirty million six hundred nine thousand four hundred and one
(30,609,401) shares with a par value of two (2) ruppee each, and has been fully subscribed and
paid in.

Article 6

The capital can also be increased, with a resolution by the extraordinary shareholders’ meeting,
by means of contributions of goods in kind or
receivables. Newly issued shares can have rights different from those of the previously issued
Shares. The issuance of new ordinary shares or shares with different rights that have the same
characteristics as those of the classes already in circulation, do not require further approval by
the special shareholders’ meetings representing the different classes of stock.

The extraordinary shareholders’ meeting may delegate authority to the Board of Directors to
increase the capital, even with exclusion of the option, in compliance with applicable laws and
regulations.

Article 7

The shares are registered and, if fully released, can be converted to bearer stocks or vice-
versa, if not prohibited by law. Each share is indivisible and grants the right to one vote, unless
the Shareholders’ Meeting has resolved to issue shares without voting rights or with limited
voting rights .The shares are freely transferable.

Article 8

The Company may issue bonds and equity financial instruments, either in the form of bearer or
registered securities, in compliance with the provisions of law.

Article 9

The Extraordinary Shareholders’ Meeting may delegate authority to the Board of Directors to
resolve, once or several times, on issuance of bonds convertible into shares, in compliance with
the provisions of law.

SHAREHOLDERS’ MEETING
Article 10

Powers of the General Meeting

The General Meeting of shareholders is the supreme authority of crafter’s paradise.

The following non-transferable powers shall be vested in the General Meeting:

a) to adopt and amend the Articles of Association;

b) to elect and remove the members of the Board of Directors, the Chairman of the Board of
Directors and the members of the Compensation Committee;

c) To elect and remove the Auditors;

d) To elect and remove the Independent Representative;

e) To approve the annual report and the consolidated financial statements;

f) To approve the annual financial statements as well as to resolve on the use of the balance
sheet profit, in particular, the declaration of dividends;

Article 11

Annual General Meeting

The Annual General Meeting shall be held each year within six months of the close of the
financial year of crafter’s paradise. The meeting shall be convened by the Board of Directors.

Article 12

Extraordinary General Meeting

Extraordinary General Meetings shall be convened by the Board of Directors or, if necessary, by
the Auditors, as well as in the other cases foreseen by law.

The Board of Directors shall, if so requested by a General Meeting or at the request in writing,
specifying the items and proposals to appear on the agenda, of one or more shareholders with
voting rights whose combined holdings represent at least one tenth of the share capital as
recorded in the commercial register, convene an Extraordinary General Meeting. The
Extraordinary General Meeting shall be held as promptly as practicable following such request.

Article 13

Presiding officer; Minutes

The Chairman or any member of the Board of Directors shall preside at General Meetings and
carry all procedural powers.

Minutes of General Meetings shall be kept by the Secretary of the Board of Directors.

Article 14

Voting rights; Representation of shareholders

Each share recorded in the share register as share with voting rights confers one vote on its
holder.

At General Meetings no person may exercise, directly or indirectly, voting rights, with respect to
own shares or shares represented by proxy, in excess of 5% of the share capital as recorded in the
commercial register. Legal entities that are linked to one another through capital, voting rights,
management or in any other manner, as well as all natural persons or legal entities achieving an
understanding or forming a syndicate or otherwise acting in concert to circumvent such a limit,
shall be counted as one shareholder.

Each shareholder recorded in the share register with voting rights may be represented at the
General Meeting by the Independent Representative or a third party. The Board of Directors
shall determine the requirements regarding participation and representation in the General
Meeting.

BOARD OF DIRECTORS

Article 15

The Company is managed by a Board of Directors that will have from three to fifteen members,
with the exact number to be set by the Shareholders’ Meeting.

Article 16

Term of office

The Chairman of the Board of Directors and the members of the Board of Directors shall be
elected individually by the General Meeting for a term of office until completion of the next
Annual General Meeting. Members of the Board of Directors whose term of office has expired
shall be immediately eligible for re-election. If the office of the Chairman of the Board of
Directors is vacant, the Board of Directors shall appoint a new Chairman from amongst its
members for the remaining term of office.

Article 17

Organization of the Board

 The Board of Directors shall elect one or two Vice-Chairmen. It shall appoint a Secretary and
his substitutes, neither of whom need be members of the Board of Directors.

The Board of Directors shall, within the limits of the law and the Articles of Association, define
its organization and the assignment of responsibilities in the Board regulations

Article 18

Powers of the Board in general

The Board of Directors shall conduct all the business of crafter’s paradise to the extent that it is
not within the powers of the General Meeting or not delegated pursuant to the Board regulations
as set above.

Article 19

Specific powers of the Board

The Board of Directors has the following non-transferable and inalienable duties:

a) The ultimate direction of the business of crafter’s paradise in particular the conduct,
management and supervision of the business of crafter’s paradise and the provision of necessary
directions;

b) The determination of the organization in the Board regulations.

c) The determination of accounting and financial control principles

d) The appointment and removal of the persons entrusted with the management and the granting
of signatory powers to persons representing crafter’s paradise

e) The ultimate supervision of the persons entrusted with the management of crafter’s paradise
ensuring in particular their compliance with the law, the Articles of Association, regulations and
instructions given

f) The preparation of the business report and the compensation report in accordance with the
provisions of the law

g) The preparation of General Meetings and the carrying out of its resolutions

h) The determination of the manner in which the dividend shall be paid

 i) The opening and closing of branch offices; and j) the notification of the court in case of
overindebtedness.

Article 20

In order to execute its resolutions and manage the company, the Board of Directors may:

(a) EstablishExecutive Committee, defining its powers, the number of its members, and its o
perating terms andconditions,
(b) delegate the appropriate powers, defining the limits of the delegation of authority, to one
or more Managing Directors,
(c) appoint a Management Committee, whose members may including individuals that do
not have a seat on the Board of Directors, defining its composition, duties, and terms and
conditions,
(d) appoint one or more general managers, defining their duties and powers, and
(e) Appoint managers and attorneys-in
fact, and agents in general, to perform specific acts or categories of acts or for specificope
rations.

BOARD OF STATUTORY AUDITORS

Article 21

The Auditors shall verify the annual financial statements of Nestlé and the consolidated financial
statements of the Group and perform such other tasks as defined by law. The Auditors shall
submit their reports to the General Meeting. Their rights and duties shall be as set out in the
applicable laws.

Article 22

Approval of compensation by General Meeting

The General Meeting shall approve annually and separately the proposals of the Board of
Directors in relation to the maximum aggregate amount of:

a) compensation of the Board of Directors for the period until the next Annual General
Meeting;
b) compensation of the Executive Board for the following financial year. The Board of
Directors may submit for approval by the General Meeting deviating or additional
proposals relating to the same or different periods.

In the event the General Meeting has not approved a proposal of the Board of Directors, the
Board of Directors shall determine the respective maximum aggregate amount or maximum
partial amounts of compensation, provided that: a) the Board of Directors takes into account:
 (i) the proposed maximum aggregate amount of compensation;
(ii) the decision of the General Meeting and, to the extent known to the Board of
Directors, the main reasons for the negative vote; and (iii)
(iii) Crafter’s paradise compensation principles; and b) the Board of Directors submits the
amount(s) so determined to approval by the same General Meeting, a subsequent
Extraordinary General Meeting or the next Annual General Meeting.

Notwithstanding the preceding paragraph, crafter’s paradise or companies controlled by it may

pay out compensation prior to approval by the General Meeting subject to subsequent approval
by a General Meeting.

The Board of Directors shall submit the annual compensation report to an advisory vote of the
General Meeting.

FINANCIAL STATEMENTS AND ALLOCATION OF PROFITS

Article 23

The company financial year ends on 31 December of every year. The Board of Directors drafts
the financial statements by the deadlines and in compliance with the provisions of law.

Article 24

Five per cent of the net income reported on the financial statements shall be allocated to the legal
reserve until it equals one-fifth of the share capital. The remaining amount will be used for
distribution of dividends, unless the Shareholders’ Meeting resolves to retain all or part of them
or to allocate them to special reserves or provisions. Uncollected dividends will revert in favor of
the reserve, five years after the day on which they became collectible. During the year, the Board
of Directors may distribute advances on the dividend to the shareholders.

WITHDRAWAL

Article 25

The right of withdrawal is specifically denied to those shareholders who did not vote in favor of
resolutions regarding:- extension of the duration of the company; and- introduction,
modification, or removal of restrictions on the circulation of shares. If, in the case and in
compliance with the terms and conditions envisaged by law, a shareholder exercises the right of
withdrawal, until the company has shares listed on regulated markets, the liquidation value of its
shares will be determined by referring exclusively to the arithmetic average of the closing prices
of the market during the six months that precede publication of the notice of call of the
Shareholders’ Meeting,whose resolutions justified the withdrawal; if the company ceases to have
shares listed on regulated markets,the liquidation value of its shares will be determined by the
directors, after consulting with the Board of Statutory Auditors and the Independent Auditor,
considering the market value of the shares and the assets of the company.

DISSOLUTION AND LIQUIDATION

Article 26

If the company should be dissolved at any time and for any reason, the rules for liquidation and
appointment of the liquidator or liquidators will be determined by the Shareholders’ Meeting, in
compliance with the provisions of law.

Prospectus of the company

As the company above is the private limited company so;
A private company is prohibited from inviting the public to subscribe to their shares and thus
cannot issue a prospectus.