2017

GPS SMART SOLE

GPS Smart Sole

Business Plan
2/13/2017
1
Acknowledgment 03
Executive Summary 04
Mission and Vision 05
CEO’s Message 06
Course Coordinator 07
Core Values 08
Objectives 09
Company profile 13
Idea 14
Product Details 15
Target Market 17
Hierarchy 18
Preliminary Investigation 19
Preparation Of documents 25
Memorandum 26
Article of association 28
Certificate of Commencement 34
Prospectus 35
Certificate of Commencement 40
Marketing Plan 41
Website 45
Advertisement Plan 46
Financial highlights 49
Monthly Salary Statement 52
Conclusion 54

2
First of all, we thank Allah, who is the holder of our breath, without his
order nothing is possible. We hereby all thank our course instructor Mr.
Muhammad Adil for giving us such an interesting work as, he has provided
us with sufficient knowledge and developed the criteria that we are now
capable of gathering and competition of the relevant information.

This work has been a great learning experience for us and we are sure that
it will benefit us in future.

We are also thankful to our group members for helping with the queries we
had during the competition of this project.

Lastly we thank our parents for their constant encouragement without

which this project would not be possible.

3
GPS Smart Sole is a smartphone hidden and sealed in an insole. It
uses the same GPS and cellular technology as your smartphone, is
charged like your phone, and requires activation and a data
service plan. Like your phone, it works cross country within
cellular network covered areas. THE KEY ADVANTAGE: GPS Smart
Sole is discreet, non-invasive and your loved one won’t forget to
bring it with them or turn it on! GPS Smart Sole is automatically
checking in with you every 10 minutes, for less than the cost of a
few days’ care in a “lock-down” facility. Keeping them safe and
independent at an affordable price- now that is peace of mind!

4
 Our mission is simple: to
bring our customers powerful
or consistently provide a
superior smart sole for
safeguard our Clients,
Society & customer. Our goal
is to provide the best possible
service, support, and quality
to our customers. We excel at
fast turnaround without
sacrificing quality.

Our vision is Quality in

low cost or to be the “best”
for our Clients, families,
team & society. And To
deriver technical solution
coupled with innovation
and value driven approach
for a successful business.

5
6
7
 DETERMINED TO WIN
Strong performance is our
core value. Financial
success enables continuous FAIR PLAY
development of our brands We play by the rules and
and products. The we recognize and seek to
determination to win remedy our faults.
encourages a strong work
ethic and high-level
performance.

INNOVATION
TEAM SPIRIT
The prerequisite for
We believe in team spirit
development is innovation,
and teamwork. We want
and the prime mover for
our team to consist of
innovation is to always
strong individuals who
question the way we do
support our common goals.
things.

8
 Focus on target
To become the Increase product marketing to
premier vendor in sales to several increase market
the new and million penetration and
evolving Personal dollars annually by domination.
Locator Device the end of the
industry. second year.

Expand target
markets with
controlled growth.
To reach
Bring gross margin
profitability within
up and maintain
one year of the
that high level by
company's
the third year.
launched. Establish brand
awareness for the
GPS Smart Sole
name and products.
To develop
Improve inventory
additional profit
turnover on an
centers such as
ongoing basis, until Position ourselves as
programming,
"just-in-time" the leading Personal
training, seminars,
inventory is Locator Device
ancillary equipment,
standard by the Company in the
etc. within the first
third year.a world.
two years.

9
We continue a commitment to excellence by striving for quality in every job regardless
of size, budget or time line. We still maintain the same foundation of integrity, trust and
mutual respect that has made the business an ever-expanding success, and one of the
premier contractors in the country. We live where we work and take immeasurable
pride in the results we see every day.

Beyond GPS SMART SOLE Company, people are the backbone of our business. We value
relationships with the people we serve—our clients, contractors, suppliers and
associates. Together we can enhance the quality of life for all. Since we believe that
buildings are a reflection of the people who build them, we hire leaders of esteemed
character who are fair, kind and considerate. By attracting and retaining the best
construction professionals in our industry, we are able to maintain the highest
standards and ethics. When you work with GPS Smart Sole Company, you will
experience positive attitudes, flexibility, transparency, timeliness, and quality
workmanship.

Give your employees the opportunity to develop and the freedom to make decisions,
and they will succeed. Beyond technical, hands-on training, we train our staff to be
equipped for work and life in the 21st century. By offering our employees knowledge,
experience, know-how and accomplishment, it is no surprise that job satisfaction and
exceptional work follow.

10
A wide community of professionals works together with us to deliver quality projects
on time and within budget. With over experience, we have established relationships
with the majority of trade and specialty contractors, suppliers and firms. These include
small, women-owned, minority (SWAM) and historically underutilized businesses
(HUB). Our own Supplier Diversity Program sets the standard in the construction
industry by actively mentoring these contractors on how to become certified and
qualify for new opportunities.

People are our greatest resource and most valuable asset. We value their safety above
all else. Our Safety Program is rooted in the belief that when you put people first,
success will follow. Our Value-Based Safety Program requires worker buy-in and global
thinking, as opposed to a Priority-Based Program which emphasizes specific tasks,
outcomes and statistical results. Safety is everyone's job. We encourage employees to
think of working safely as protecting their neighbors, their families and their friends.
Safety is a way of life and a constant endeavor. Our goal is simple: we want every
worker to go home safely to their families every night.

11
Advancements in technology make buildings increasingly complex. Yet the demand for
timely, quality and cost effective delivery has not changed. In order to match quality
with efficiency in construction, technology has to play a part. Our innovative use of
cutting-edge technologies enables cohesive project management that increases
efficiency and improves communication. That way you stay informed and your project
stays on schedule. Our projects include new technologies like:

 Web-based collaboration tools

 Jobsite laptops that seamlessly unify the technology with the physical
construction
 24-hour access to web-based project team sites
 Building Information Modeling (BIM)
 Tablet Technology

By incorporating technology early in a project's development, we can educate our

partners on best practices and work together to improve overall project visualization,
increase collaboration and productivity, and reduce the need for change orders and
repeat work.

12
 GPS SMART SOLE PVT LTD
1 Business Activities Manufacturing of sole with GPS tracker

2 Business Address P. O. Box 7861 Lahore, Tel: 03044567819-2540121

3 Head Office Gulberg III, Lahore

4 E-Mail SSPL@Services.com

5 Type of Ownership Limited Liability Company

6 Staff Strength 30 Staff–10 Management

7 Auditors Khizar Abid & Hoorain Ahmed

8 Bankers HBL Ltd. And Allied bank

9 Company Logo

10 Core Values Determination to win, team spirit, fair play &

innovation.

11 Motto Smart Sole, Satellite monitoring and real time tracking

12 Registration Contacts 0322-2540125/ 0322-0212385 /0320-5077028

13 Total Capital Rs 2,500,000

14 Total Shares 250,000

15 Value per Share Rs. 10

16 Technology GPS tracker in Sole

13
Measurements, Technical Specifications, Certifications & Other Data Points

14
 PRICE SIZES
GPS Smart Sole: Rs. 5,000 Medium
Activation: Rs.500 – Women’s 7 Wide – 14
Monitoring Service Plan Selections: – Men’s 5 Wide -12
Rs. 500 per Month Large
OR – Men’s 12 – 15
Rs. 1200 per Quarter
(Over 25% Off with quarterly payments)
Financing: Option for 6-month interest
free payments through PayPal (Device
Only)
DIMENSIONS BATTERY / CHARGING
Heel Thickness .485 in. Battery Type: Lithium-Polymer
Arch Thickness .945 in. Battery Capacity: 660 mAh
Toe thickness .12 in. Battery Power: 3.7 Volts
Size Medium Length: 11.18 in Battery Life: 18 – 48 hours
Minimum Trim Length: 9.31 in. Battery Saver: No-Motion Sleep Mode
Size Large Length: 12.5 in. Charging Time: 2-4 hours
Size Medium Width: 3.625 in. Charging Pad Size: 5 7/8 x 3 3/16 in.
Size Large Width: 3.875 in. Cable Length: 60 in.
SOLE MATERIALS WEIGHT
Top Material: Microcell anti-friction Size Medium Weight: Right 3.5 oz. / Left
fabric 2.5 oz.
Sole Material: Polyurethane Size Large Weight: Right 4.0 oz. / Left 3.0
Water Resistance: Protection from oz.
moisture, sprays and splashing of water.
Care Warning: Spot Clean Only, do not
Puncture, do not immerse in water.
DEVICE
GPS Data: Latitude/Longitude, Speed, Bearing, Altitude
GSM Type: 2G GSM Quad-Band (850/900/1800/1900 MHz)
SIM/ Network Carrier: Both T-Mobile & AT&T Networks
FCC Certified ID: 2AD9S-GTXGSS01
IC Certified ID: 9664A-GTXGSS01
CE Certified
TSA: Not Approved for In-Flight Use

15
 LOCATION DATA SENT GTX CORP MONITORING ALERTS SENT TO YOU

Every 5 minutes GPS The location data is The Monitoring System

Smart Sole uses cellular charted on a map that sends out geo zone alerts
networks to send its caregivers can access via email and text message
location updates to the instantly through with link to the last known
GTX Corp Monitoring your online location.
System. account or Smart Locator
app.

16
 Seniors suffering from Alzheimer’s/Dementia.
 Teens & young adults with Autism.
 Soldiers in the field and at sea, mariners lost at sea
 Athletes and Veterans with Traumatic Brain Injury (TBI).
 Anyone who could potentially wander off and require oversight.

17
 SALE MANAGER
MANAGING
DIRECTOR
STAFF

PURCHASE
MANAGER
MARKETING
MANAGER
SHOE &
WAREHOUSE
SUPERVISOR TRACKER STAFF
MANAGER
WORKERS

PRODUECTION Assistant
Senir Staff Junior staff
MANAGER Manager
CEO

SENIOR SELECTION
HRM MANAGER STAFF
MANGER TEAM

TECHNICAL HARDWARE
IT MANAGER STAFF
MANAGER OFFICER

CLERK
FINANCE SENIOR JUNIOR
MANAGER ACCOUNTANT ACCOUNTANT
STAFF
TRACKER
DESIGNER

DEVELOPMENT
& RESEARCH Innovation Team
MANAGER

Staff

18
 ASSISTIVE WEARABLE TECHNOLOGY
Currently over 100 million people require oversight due to various forms of memory
impairment. That number is expected to increase to 277 million by 2050, according to
the 2013 World Alzheimer’s Report.

 60% of them will become “lost” at least once.

 70% of those will become “lost” 3 or more times.
 46% of wanders not found within 24 hours may die.

ALZHEIMER’S DISEASE WORLDWIDE

Alzheimer’s affects 47 million people worldwide and this number will triple by 2050

The number of Americans living with Alzheimer's disease is growing — and

growing fast. An estimated 5.4 million Americans of all ages have Alzheimer's
disease in 2016.

Of the 5.4 million Americans with Alzheimer's, an estimated 5.2 million people are age 65
and older, and approximately 200,000 individuals are under age 65 (younger-onset
Alzheimer's).
One in nine people age 65 and older has Alzheimer's disease.
By mid-century, someone in the United States will develop the disease every 33 seconds.
By 2050, the number of people age 65 and older with Alzheimer's disease may nearly triple,
from 5.2 million to a projected 13.8 million

NEED OF PRODUCT IN PAKISTAN

Currently it is estimated that 2.3 million people are affected by Alzheimer’s in Pakistan. In
Pakistan it is estimated that there are around one million patients are undiagnosed.
Alzheimer’s disease in Pakistan and this may swell to 11.5 million in 2033.According to
some reports in 2050 the Pakistan will become the third most populous country of the world
in which this disease is more. The frequency of depression among patients of Alzheimer’s
disease in Pakistan is fairly high. Depression, being a risk factor of Alzheimer’s disease
should not be ignored and must be treated as early as possible.

19
 NO OF PRODUCT IN PAKISTAN
In Pakistan 2.3 million people are suffering from Alzheimer disease. In Pakistan its
percentage 5-7% above age 65 and 10-15% people have age above 75 are suffering from this
disease. In Pakistan the mother of Benazir Bhutto was suffering from Alzheimer.

AREA
The symptom of this disease is found on those patients that are mostly lived in urban areas
due to some personal reasons.

STATUS/CLASS
Alzheimer Mostly occur in upper class people like celebrities politicians sportsman upper
management of firm like CEO due to big loss in his business loss their memory in a difficult
conditions.

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 MATERIALS USED IN GPA SENSOR
Polar G5 GPS sensor armband includes following materials:

 50% polyurethane
 25% nylon
 25% neoprene
 Stainless steel

This product contains small amounts of natural rubber.

21
Expenses paid for CA for incorporation
Rs. 10.000
of company

Expenses paid for name approval of

Rs. 5,000
the company

Expenses for printing of statuary

Rs. 500
documents

Stamped duties paid Rs. 1000

Any other expenses paid to take the

Rs. 20,000
company into existence

Expenses for raising initial share

Rs. 50,000
capital

22
 sources of finance

Internal External

Sales of
Retained Cut down Medium short
existing Long term
profit stock level term term
assets

Bank
shares Leasing overdraft
Debentures Hire Bank loan
Long term purchase
Creditors
bank loans Medium
term loan Debt
Grants
foctoring

23
 Rs.
Total Capital
2,500,000

Minimum Subscription 70%

Total Number of Shares 250,000

Value of Each Share Rs. 10

Qualifying Shares of one Director 25,000

Qualifying Shares of 10 Directors 250,000

24
 MEMORANDUM

ARTICLE OF
ASSOCIATION

PROSPECTUS

25
THE COMPANIES ORDINANCE, 1984 (XLVII of 1984)

(COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION
OF
GPS SMART SOLE PRIVATE LIMITED
1) The name of the company is GPS Smart Sole Private Limited
2) The registered office of the Company will be situated in Lahore in the Province of Punjab
a. (i) The principal line of business of the company shall be to carry on
the business as production and distribution of sole having tracking ability and
other property and things, shippers, lightermen, factors, forwarding agents,
storekeepers, warehousemen and wharfingers.

(ii) Except for the businesses mentioned in sub-clause (iii) hereunder, the
company shall engage in all the lawful businesses and shall be authorized
to take all necessary steps and actions in connection therewith and
ancillary thereto.

(iii) Notwithstanding anything contained in the foregoing sub-clauses of this

clause nothing contained herein shall be construed as empowering the
Company to undertake or indulge, directly or indirectly in the business of
a Banking Company, Non-banking Finance Company (Mutual Fund,
Leasing, Investment Company, Investment Advisor, Real Estate
Investment Trust management company, Housing Finance Company,
Venture Capital Company, Discounting Services, Microfinance or
Microcredit business), Insurance Business, Modaraba management
company, Stock Brokerage business, forex, real estate business, managing
agency, business of providing the services of security guards or any other
business restricted under any law for the time being in force or as may be
specified by the Commission.

(iv) It is hereby undertaken that the company shall not:

(a) Engage in any of the business mentioned in sub-clause (iii) above or any
unlawful operation;
(b) Launch multi-level marketing (MLM), Pyramid and Ponzi Schemes, or other
related activities/businesses or any lottery business;

26
 (c) Engage in any of the permissible business unless the requisite approval,
permission, consent or license is obtained from competent authority as may
be required under any law for the time being in force.

4) The liability of the members is limited.

5) The authorized capital of the company is Rs 2,500,000/- (Rupees twenty five lakh only)
divided into 250,000 (two lakh fifty thousand) ordinary shares of Rs.10/- (Rupees Ten
only) each.
6) Head Office of the company is located in Gulberg-III Lahore
7) Operating Area of Company is located in Factory Area Kot Lakh Pat Lahore
8) We, the several persons whose names and addresses are subscribed below, are desirous
of being formed into a company, in pursuance of this memorandum of association, and
we respectively agree to take the number of shares in the capital of the company as set
opposite our respective names:

Name Qualification CNIC Address Signature

Zahira Jamil BBA 35201-6520133-0 DHA –A33

Sakina Niazi BBA 33201-2358635-0 JOHAR TOWN

Sehar Mehmood BBA IT 35201-4856312-7 GARDEN TOWN
Numra waseem MCOM 34521-56897211-1 DHA- Y BLOCK
Anum Fatima ACCA 32201-23658974-0 DHA -45
Zarnain saleem MBA 23561-12365987-1 DHA -65
Rabia zafer CA 35201-56987123-6 GULBERG_III
Aqsa imtaiz BCOM 23564-12365978-1 BAHIRA TOWN
Mahnoor Naeem BBA Finance 23012-63985214-5 DHA- P BLOCK
Laraib Naveed BBA marketing 23658-94547512-6 DHA – P BLOCK

Dated the First day of December 2016

Witness to above signatures: (For the documents submitted in physical form)

Signature

Full Name (in Block Letters) FARIS TAHEER GHAAZI

Father’s/ Husband’s name TAHEER GHAAZI
Nationality Pakistani
Occupation Special Force Agent
NIC No. 35503-2728569-1

27
 The Companies Ordinance 1984
Company Limited by Shares

ARTICLES OF ASSOCIATION
OF
GPS Smart Sole (PRIVATE) LIMITED
(Adopted by Special Resolution passed at the Extraordinary General
Meeting of the Company held on September 25, 2014)

PRELIMINARY

1. The regulations contained in Table ‘A’ in the First Schedule to the Ordinance shall
not apply to the Company and the following shall be the Articles of the Company.

2. The marginal notes hereto shall not affect the construction hereof and in these
presents, unless there be something in the subject or context inconsistent
therewith:

Interpretation
Board The Board of Directors of the Company for the time being.
Central Depository Central depository as defined in clause (ca) of Section 2 of
the Securities and Exchange Ordinance, 1969 (XVII of 1969)
and registered with the Authority under Section 32A of that
Ordinance.
Chief Executive Chief Executive for the time being of the Company
Commission Securities and Exchange Commission of Pakistan
established under the Securities and Exchange Commission
of Pakistan Act 1997
Company GPS SMART SOLE PRIVATE LIMITED
Directors Directors of the Company for the time being or the
Directors present at a duly convened meeting of Directors
at which a quorum is present.
Dividend includes bonus
Member a person whose name is for the time being entered in the
Register of Members by virtue of his being a subscriber to
the Memorandum of Association of the Company or of his
holding by allotment or otherwise any share, scrip or other
security which gives him a voting right in the Company.
Month means calendar month according to the English Calendar
Office The registered office of the Company for the time being.

28
 Ordinance The Companies Ordinance 1984, applicable to Pakistan or
any modification or re-enactment thereof for the time being
in force. “Persons” includes corporations, associations and
firms as well as individuals.
Register The register of Members to be kept pursuant to Section
147.
Section Section of the Ordinance.
Special Resolution has the meaning assigned thereto by clause (36) of Section
2(1)
” the Seal means the Common Seal of the Company
the Secretary means the Secretary for the time being of the Company
these Articles these Articles of Association as originally framed or as from
time to time altered by Special Resolution
In Writing and Written Written, typewritten, lithographed, stamped or printed or
words represented or reproduced through any other mode
in a visible form or partly in one of the said forms and
partly in another.
Words importing the singular number include the plural, and vice versa and words
importing the masculine gender include the feminine gender. 2 Save as aforesaid, any
words or expressions defined in the Ordinance shall, if not inconsistent with the
subject or context, bear the same meaning in these Articles.

REGISTERED OFFICE
The Office shall be at such place as the Directors shall from time to time appoint.

BUSINESS

Any branch or kind of business which the Company is either expressly or by implication
authorized to undertake may be undertaken by the Directors at such time or times as
they shall think fit, and further may be suffered by them to be in abeyance whether such
branch or kind of business may have been actually commenced or not so long as the
Directors may deem it expedient not to commence or proceed with such branch or kind
of business.

SHARES

(a) Covered in the definition of Ordinance

(b) Provides power to the Directors to determine where the Office of the Company shall be
located. 4 Section 196(1) of the Ordinance gives power to the Directors to exercise all
powers required to be exercised by the Company in a General Meeting. Therefore it is
advisable to add this in the Articles.

29
(c) Previous Article 3 regarding share capital omitted as the share capital is not required to be
specified in the Articles of Association. Under Section 92 of the Companies Ordinance the
share capital may be increased by an:

Subject to any special rights or privileges for the time being attached to any
issued shares, the shares in the capital of the Company for the time being
remaining unissued, including any new shares resulting from an increase in
Issue of Shares

the authorized share capital, shall be at the disposal of the Directors who may
allot or otherwise dispose of the same to such persons (subject to the
provisions of Article 34), on such terms and conditions, with such rights and
privileges annexed thereto as the resolution creating the same shall direct,
and if no such direction be given, as the Directors shall determine either at par
or at premium or subject to Article 11 at a discount, with power to the
Directors to give any person the right to call for and be allotted shares of any
class of the Company at par or at a premium or, subject as aforesaid at a
discount such option being exercisable at such times and in such manner and
for such consideration, as the Directors think fit.

CERTIFICATE OF SHARES
Every person whose name is entered as a Member in the Register shall, be entitled to
receive, a certificate under the Seal of the Company for all his shares or several
certificates each for one or more of his shares upon payment of such charge, if any, as
the Directors may determine for every certificate after the first; provided that, in
respect of shares held jointly by several persons, the Company shall not be bound to
issue more than one certificate, and delivery of a certificate for shares to one of several
joint holders shall be sufficient delivery to all. 2119. The certificate of title to shares and
duplicate thereof, when necessary, shall be issued under the Seal of the Company. The
Directors may by resolution determine, either generally or in any particular case, that
the signatures of any Director and the Secretary may be printed by mechanical or
electronic process to be specified in such resolution.

TRANSFER OF SHARES
Any Member may transfer all or any of his shares by instrument of transfer in writing in
any usual or common form or any other form which the Directors may approve.

TRANSMISSION OF SHARES

Any Member may make and deposit with the Company a nomination in writing
specifying one or more eligible persons who or each of whom, in the event of the death
of the Member, may be entered in the Register as the holder of such number of shares
specified in the nomination for such nominee or each such nominee of which the

30
Member remains the registered holder at the date of his death. A person shall be eligible
for nomination for the purposes of this Article only if he is a spouse, parent, brother,
sister or child of the Member nominating him and the applicable relationship shall be
specified in the nomination in respect of each nominee. A Member may at any time by
notice in writing cancel, or by making and depositing with the Company another
nomination before his death vary, any nomination already made by him pursuant to this
Article. In the event of the death of a Member any person nominated by him in
accordance with this Article may, on written application accompanied by the relative
share certificates and evidence establishing the death of the Member, request the
Company to register himself in place of the deceased Member as the holder of the
number of shares for which the nomination in his favor had been made and deposited
with the Company, and if it shall appear to the Directors that it is proper to do so, the
Directors may register the nominee as the holder of those shares in place of the
deceased Member.

ALTERATION OF CAPITAL

The Company may by ordinary resolution:

1) Consolidate and divide its share capital into shares of larger amount than its
existing share;
2) Sub-divide its existing shares, or any of them, into shares of smaller amount than
is fixed by the Memorandum of Association subject, nevertheless, to the
provisions of Section 92;
3) Cancel any shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken by any person and diminish the amount of its
share capital by the amount of the shares so cancelled.

GENERAL MEETINGS

Except as may be allowed under Section 158(1), the Company shall hold, a General
Meeting, as its Annual General Meeting, 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 the holding of its last preceding annual General Meeting, and shall specify
the meeting as such in the notice calling it. Subject to the provisions of Section 158, the
Annual General Meeting shall be held at such time as the Directors shall determine
Unless otherwise allowed by the Commission, Annual General Meetings, shall be held in
the town in which the Office is situate, and each such Meeting shall be held at such
location in that town as the Directors may determine.

31
 NOTICE OF GENERAL MEETINGS
Notice of a General Meeting shall be sent in the manner hereinafter mentioned at least
twenty-one days before the date on which the meeting is to be convened to all such
persons as are under these Articles or the Ordinance entitled to receive such notices
from the Company and shall specify the place and the day and hour of the meeting and
the nature of the business to be transacted thereat

PROCEEDINGS AT GENERAL MEETINGS

No business shall be transacted at any General Meeting unless a quorum of Members
is present at the time when the meeting proceeds to business. Save as in these
Articles otherwise provided, ten Members present in person who represent 35 This
has been transposed to the Article appearing immediately above. 36 Desirable to
reword as it gives clarity to the Article. Quorum of General Meeting 14 not less than
25% of the total voting power either on their own account or as proxies shall be a
quorum. A person appointed under Article 61 to represent another company or
corporation which is a Member of the Company, at the General Meeting, shall be
deemed to be a “Member personally present” for the purpose of meeting the quorum
requirement under this Article.

VOTES OF MEMBERS
Subject to any special conditions or restrictions as to voting upon which any shares
may be issued or may for the time being be held, on a show of hands every Member
present in person shall have one vote, and on a poll every Member present in person
or by proxy shall have one vote for every share held by him in respect of which he is
entitled to vote, provided that for election and removal of Directors the provisions of
Section 178 and Articles 99 and 105 respectively shall apply.

The appointment of a proxy shall be in the form following or to the like effect

"I, __________________________ of _________________ a Member of PHILIP MORRIS

(PAKISTAN) LIMITED hereby appoint __________________________ of
_________________________ ____________________ or failing him _______________________ of
__________________________ or failing him either of them may in writing appoint any
other person to act as my proxy at the (annual or extraordinary, as the case may be)
General Meeting of the Company to be held on the _____________ day of _________________
20_______ and at any and every adjournment thereof. Signed this _________ day of
_____________ 20

32
 POWERS TO BORROW/RAISE FINANCE

The Directors may exercise all the powers of the Company to raise money otherwise
than by the issue of shares and to borrow money, and to mortgage or charge its
undertaking, property and uncalled capital or any part thereof, and to issue
debentures, debenture stock, and other securities, whether out-right or as security
for any debt, liability or obligation of the Company or of any third party.

POWERS OF DIRECTORS

The management of the business of the Company shall be vested in the Directors
who in addition to the powers and authorities by these Articles or otherwise
expressly conferred upon them may exercise all such powers and do all such acts
and things as may be exercised or done by the Company as are not hereby or by the
Ordinance expressly directed or required to be exercised or done by the Company in
General Meeting, but subject nevertheless to the provisions of the Ordinance and of
these Articles and to any regulations from time to time made by the Company in
General Meeting provided that no such regulation shall invalidate any prior act of
the Directors which would have been valid, if such regulation had not been made.

THE SEAL

Desirable to be inserted as Section 200 of Companies Ordinance allows the Directors

of the Company to determine the terms and conditions of the appointment of the
Chief Executive.

Desirable to be inserted as Section 200 of Companies Ordinance allows the Directors

of the Company to determine the terms and conditions of the appointment of the
Chief Executive.

Further clarifies the powers of Directors with respect to appointment of Secretary.

DIVIDENDS AND RESERVE

The Company in General Meeting may declare dividends, but no dividend shall
exceed the amount recommended by the Directors.

33
 ACCOUNTS

The Directors shall cause to be kept proper books of account as required under
Section 230 with respect to

(a) All sums of money received and expended by the Company and the matters in
respect of which the receipts and expenditures take place;

(b) All sales and purchases of goods by the Company;

(c) All assets of the Company;

(d) All liabilities of the Company; and

(e) Where the provisions of Section 230(1)(e) are applicable, such particulars
relating to utilization of material or labor or to other inputs or items of cost as may
be prescribed.

AUDIT

Auditors shall be appointed and their duties regulated in accordance with Sections
252 to 255, or any statutory modifications thereof for the time being in force.

WINDING UP

If the Company shall be wound up, the liquidator may, with the sanction of a Special
Resolution of the Company and any other sanction required by the Ordinance, divide
among the Members, in specie or kind, the whole or any part of the assets of the
Company, whether they shall consist of property of the same kind or not, and may,
for such purpose set such value as he deems fair upon any property to be divided as
aforesaid and may determine how much division shall be carried out as between the
Members or different classes of Members. The liquidator may, with the like sanction,
vest the whole or any part of such assets in trustees upon such trusts for the benefit
of the contributories as the liquidator, with the like sanction, shall think fit, but so
that no Member shall be compelled to accept any shares or other securities whereon
there is any liability.

34
 SECRECY

Every Director, Chief Executive, Chief Accountant, manager, auditor, treasurer,

trustee, member of a committee, officer, servant, agent, accountant or other person
employed in the business of the Company shall, if so required by the Directors,
before entering upon his duties, sign a declaration pledging himself to observe strict
secrecy respecting all transactions and affairs of the Company with the customers
and the state of the accounts with individuals and in matters relating thereto, and
shall by such declaration pledge himself not to reveal any of the matters which may
come to his knowledge in the discharge of his duties except when required so to do
by the Directors or by law or by the person to whom such matters relate and except
so far as may be necessary in order to comply with any of the provisions in these
presents contained.

INDEMNITY

Every Director, Agent, Auditor, Secretary and other officer for the time being of the
Company shall 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 favour 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.

35
The registrar is satisfied with these documents and he has issued a certificate of
incorporation.

Date: 01-12-2016

I hereby certify that The Smart Sole Pvt. Limited is this 1-12-2016 day corporate
under the company’s ordinance 1984 (XLVII of 1984) and that the company is
limited by share. Given under my hand at Islamabad this twenty third day of
August two thousand and seventeen Fee Rs .42000.

Signature

______________________________________

(MUABASHER SAEED SADDOZAI)

ADITIONAL REGISTRAR OF COMPANIES

36
 The Companies Ordinance 1984
Company Limited by Shares

PROSPECTUS
OF

GPS Smart Sole (PRIVATE) LIMITED

BASIC INFORMATION

1 Name GPS SMART SOLE PRIVATE LIMITED

2 Business Activities Manufacturing of sole with GPS tracker

3 Business Address P. O. Box 7861 Lahore, Tel: 03044567819-2540121

4 Head Office Gulberg III, Lahore

5 Type of Ownership Limited Liability Company

6 Auditors Khizar Abid & Hoorain Ahmed

7 Bankers HBL Ltd. And Allied bank

8 Company Logo

9 Core Values Determination to win, team spirit, fair play &

innovation.

10 Total Capital Rs 2,500,000

11 Total Shares 250,000

12 Value per Share Rs. 10

37
 PROMOTERS

Name Qualification CNIC Address Signature

Zahira Jamil BBA 35201-6520133-0 DHA –A33
Sakina Niazi BBA 33201-2358635-0 JOHAR TOWN
Sehar Mehmood BBA IT 35201-4856312-7 GARDEN TOWN
Numra waseem MCOM 34521-56897211-1 DHA- Y BLOCK
Anum Fatima ACCA 32201-23658974-0 DHA -45
Zarnain saleem MBA 23561-12365987-1 DHA -65
Rabia zafer CA 35201-56987123-6 GULBERG_III
Aqsa imtaiz BCOM 23564-12365978-1 BAHIRA TOWN
Mahnoor Naeem BBA Finance 23012-63985214-5 DHA- P BLOCK
Laraib Naveed BBA marketing 23658-94547512-6 DHA – P BLOCK

DIRECTORS

Name Qualification CNIC Address Signature

Zahira Jamil BBA 35201-6520133-0 DHA –A33
Sakina Niazi BBA 33201-2358635-0 JOHAR TOWN
Sehar Mehmood BBA IT 35201-4856312-7 GARDEN TOWN
Numra waseem MCOM 34521-5689721-1 DHA- Y BLOCK
Anum Fatima ACCA 32201-2365874-0 DHA -45
Zarnain saleem MBA 23561-1236987-1 DHA -65
Rabia zafer CA 35201-5697123-6 GULBERG III
Aqsa imtaiz BCOM 23564-1236978-1 BAHIRA TOWN
Mahnoor Naeem BBA Finance 23012-6398214-5 DHA- P BLOCK
Laraib Naveed BBA marketing 23658-9454512-6 DHA – P BLOCK

WRITTEN CONSENT OF DIRECTORS

Directors gave there written consent to perform their responsibilities as a directors of
company

Name Signature Name Signature

Zahira Jamil Zarnain Saleem
Sakina Niazi Rabia Zafar
Sehar Mehmood Aqsa Imtiaz
Anum Fatima Mahnoor Naeem
Numra Waseem Laraib Naveed

38
 DECLARATION OF QUALIFYING SHARE

Directors declared that they had purchased the qualifying shares

 I in the state of Pakistan do solemnly and sincerely declare that

 I am a director of smart sole ltd
 As such a shareholder I will be entitled to receive 5 shares in the Smart Sole ltd and to have
those shares registered in my name in the register of members of the company
 And I make this solemn declaration conscientiously believing the same to be true and by
virtue of provisions of the statutory declaration act 1960
 I declared qualifying shares at Lahore in the state of Pakistan on 10 03 2017

Name Signature
M. Shafeeq _______________________________________

Zahira Jamil _______________________________________

Shoaib Janjua _______________________________________

Awais Chudary _______________________________________

Saadi Yousuf _______________________________________

Jihaan Sikandar _______________________________________

Salaar Sikandar _______________________________________

AUDITORS

Name Qualification CNIC Address Signature

Musa Afzal CA 23561-12365987-1 GARDEN TOWN
Hina Mehmood ACCA 35201-56987123-6 DHA- Y BLOCK
Shoaib Khalid MBA finance 23564-12365978-1 DHA -45
Faizan Maqsood CA 23012-63985214-5 DHA -65
Waseem Akram ACCA 23658-94547512-6 GULBERG III

PAYMENTS OF REGISTRATION FEES

Application and documents fees Rs. 1,200

Registration fee Rs. 25,000
Stamp fee on memorandum and articles Rs. 10,000

39
 Corporate Identity No: 190846738

I hereby Certify that GPS SMART SOLE Company Limited in Lahore is

incorporated under company Act 1984, on the eighteen day of December
2016, and which has this day 10-11-2011 has filled statutory deceleration in
the prescribed form that the conditions of this section 11 of (a) to (c) of the
said act of 1984 have been complied with it and entitled to commence
Business.

Given under my Seal in Lahore

__________________________________

Zahoor Naeem

Registrar of company

40
Shoe tracker will develop and distribute miniaturized Personal Locator Devices (or
Personal Tracking Devices). Initially, the manufacturing of our devices will be
subcontracted, while we develop the supporting software and systems internally,
although we plan to manufacture our products in-house in future years. Unlike our
competitors, we have military-inspired proprietary technology (patents applied for)
which allows many of our systems to work with or without the presence of cellular
towers, enabling their use anywhere in the world, including cities, deserts, oceans,
lakes, mountains, or anywhere else adventurous travelers find themselves. Our
products are also distinct in that they are small and fully programmable. Our systems
can be customized by the end user for his or her unique, individual applications - for
example, maritime applications which include a water-activated signal (as when a
crewman falls overboard) are different from those required in business applications.

MARKET
Our primary target markets include, but are not limited to,

 The family consumer,

 Cannel sales to original equipment manufacturers (OEMs),
 Businesses tracking shipments or vehicles, the military,
 And the political arena.

Because of our unique proprietary programming capabilities for each individual unit,
we have already received indications of interest from several of these target markets,
including one branch of the Pakistan Military. We predict our systems will also appeal
strongly to families concerned about the safety of their loved ones. Sadly, child
abduction is on the rise globally. Children are reported missing each day in the
PAKISTAN. Alone at the other end of the age spectrum, Alzheimer patients wander away
from their homes at some point, unaware of their surroundings. We believe our devices
will greatly reduce these figures in both cases, while potentially saving lives

41
 MARKETING

Either dealing with channel issues or barriers to entry, or solving problems with major
advertising and promotion budgets in order to penetrate our target markets

MANAGEMENT

 Products delivered on time

 Costs controlled
 Marketing budgets
 There is a temptation to increase growth at the expense of profits
 We will keep a close eye on this temptation in order to live up to our plan
 Sustaining controlled growth in order to manage start-up costs more efficiently.

MARKETING OBJECTIVES

 Focus on target marketing to increase market penetration and domination.

 Expand target markets with controlled growth.
 Establish brand awareness for the RQM Technologies' name and products.
 Position ourselves as the leading Personal Locator Device Company in the
world.

MARKET ANALYSIS

The shoe tracker industry is fairly new in the consumer market, but as most analysts agree,
this is the beginning of a brand new industry with the potential for explosive growth due to
the rapidly decreasing technology costs, which will allow consumers to afford and utilize a
technology which was originally developed by, and for, the military.

Our Market Analysis focuses on five key potential customer groups:

 Family Consumers
 Original Equipment Manufacturers (OEMs)
 Businesses
 The Military
 Political and other Government Consumers

42
 MARKET SEGMENTATION

Our market segmentation focuses on five key areas of potential customers. Our targeted
market segments have so far failed to meet their own needs for low-cost, programmable
tracking devices by developing such systems internally. While it is difficult to make an
exact classification of the market needs for such a new electronics product, our research
suggests the following.

FAMILY CONSUMERS
 Children reported missing in the Pakistan in just the last year, this low-cost device will help
families concerned about the where about of their children, teens, elderly parents (including
Alzheimer's patients), , by enabling them to keep tabs on their loved ones' locations at any given
time.
 One of the many programming capabilities of this device will allow the family to set distance
parameter guidelines, such that once the wearer of the device (for example, a young child) travels
beyond a set distance from the "base" unit, the remote unit is automatically activated to alert the
"home base" unit (a cell phone, pad or computer) of the child's location, direction and speed of
travel. This will be a great asset in assisting law enforcement agencies in recovering missing
persons within minutes.

BUSINESSES
 Our product enables a business location to keep real-time tracking of
company vehicles, valuable packages, outside employees, deliveries, etc.
 We believe our device will be viewed by businesses as an economical way to
increase productivity, giving them real-time data on the locations of their field
employees and vehicles at all times, and helping to better manage fleet and
deliveries logistics.
 One of our key strengths in this market segment is the low one-time cost,
rather than a recurring fee for usage, adding to the business's ROI for our
products.

43
 THE MILITARY

According to recent Department of Defense press releases, the military appears to be

searching for a device such as ours. The Guard, for instance, is called upon for Search
and Rescue missions more than 40,000 per year, on average. The problem with the
currently used "beacon system": Since 121.5 MHz beacons transmit anonymously, the
only way to ascertain the location is to dispatch expensive resources to investigate.

 Current beacon systems can take up to an hour to translate information

 While only providing vague location data, forcing time intensive and expensive Search and
Rescue (SAR) missions.
 In the field, the Shoe tracker Technologies' remote unit will save lives
 Finding those missing in action, and locating sailors lost at sea. A consultant to the
PAKISTAN Navy has indicated solid interest in two of our devices for use in the military.

THE POLITICAL MARKET

According to statistics from specialized insurers like PAKISTAN, political

kidnappings are prevalent in restive countries such as Karachi; they are also on
the rise in smaller countries. The governments of these countries are spending
millions of rupees in ransom each year in order to minimize publicity and
embarrassment. By fitting political figures, captains of industry and high profile
businessmen with our device, we believe this trend will decrease in the countries
which use our product, proving its efficacy in the field and sparking interest from
other countries.

MARITIME MARKET
 Personal Flotation Device (PFDs) and Life Boat companies are typically manufacturers of
textiles, and do not generally have the expertise to develop high-end global positioning satellite
electronic tracking systems.
 We are planning on lobbying the Senate, through our consultant to the PAKISTAN Navy (and
Coast Guard), to enact laws mandating that these life-saving devices be fitted in all Personal
Flotation Devices.

44
45
 TYPES OF ADVERTISING

We use product as well as institutional advertising.

PRODUCT ADVERTISING
In product advertising we inform peoples about our products specifications and
advantages of using GPS smart sole.

INSTITUTIONAL ADVERTISING
In institutional advertising we define the good reputation of a company and to keep the
public aware about the product in market.

DEVELOPING THE ADVERTISING PROGRAM

1. Setting the budget

2. Selecting advertising media
3. Developing the message
4. When and how to use an advertising agency
5. Measuring the results of advertising

SETTING THE BUDGET:

We use executive decision method to setting our budget. Because a best market planner tell
us efficiently about market rates and priority of peoples to choose any product. it visits many
markets and have many ideas about advertising a product in market. It evaluate advertising
budget after assuming others products specification, prices, rates, ups and downs etc.

SELECTING ADVERTISING MEDIA

 TV
 Internet
 Print Media
 Social Media
 Newspaper
 Bill Boards

46
 DEVELOPING THE MESSAGE:

Through TV ads, peoples have awareness about product how to use GPS smart sole, its
specification, time period etc. people who cannot read newspaper daily watch it on TV.

We advertise our product online. Through internet they can also buy it. And we help them to
tell about product specification and costs..

WHEN AND HOW TO USE AN ADVERTISING AGENCY

For the advertisement of our product we contact with advertising agency. Advertising
agency specialized in maintaining ads for a product and passes through many steps and
at the end finalize the product effective advertisement.

1). Performing preliminary studies and analyses

2). Developing, implementing, and evaluating an advertising plan.

3). Following up on the advertising

Measuring the results of advertising:

After advertisement of a product measuring of results is compulsory. Because it tells about is
our advertisement effective to sell a product in a market or not. To measure results after a
week to introduce our product we check our sales of product. Surveys are held on markets
where we offer our product. Results depend on survey report is it positive or negative.

47
48
 Income Statement
 Balance Sheet

GPS SMART SOLE Pvt. Ltd.

Income Statement

For The Year Ended December 31, 2017

Particulars Rs. Rs.

Sales 4,500,000

Cost of Goods Sold (2,500,000)

Gross Profit 2,000,000

Operating expenses

Marketing and Advertising Expenses 500,000

Selling and Administrative 300,000

Total Operating Expenses 800,000

Operating Income 1,200,000

Interest Expenses 200,000

Net Income 1,000,000

49
 GPS SMART SOLE Pvt. Ltd.

Balance Sheet

December 31,2017

Assets Rs. LIABILITY + O. EQUITY Rs.

Cash 1,170,000 Accounts Payable 100,000

Unexpired Insurance 100,000 Notes Payable 1,000,000

Prepaid Rent 500,000 Salaries Payable 300,000

Automobiles 800,000 Interest Payable 70,000

Building 1,000,000 Wages Payable 100,000

Office Equipment 100,000

Tools and Equipment 200,000 Capital Stock 2,500,000

Computer 200,000 Retained Earnings 0

Total Assets 4,070,000 Total Equity 4,070,000

50
 THE POST COACH
DECEMEBER 31, 2016
EXPENSES Rs.
Registration Fee 50,000
Commencement Fee 10,000
Name Approval Fee 5,000
Finance Cost 100,000
Contribution to Gratuity 50,000
Contribution to Workers Profit Participation Fund 100,000
Salaries Expense 500,000
Oil Expense 100,500
Tools and Equipment Purchased 400,000
Installation of Computer Program 200,000
Security System Purchased 300,000
Bonus Paid 80,000
Long Term Loans and Deposits 100,000
Capital Expenditure 1,000,000
Acquisition of Intangible Assets 200,000
Dividend Paid 100,000
Net Expenses 3,295,000

THE POST COACH

DECEMEBER 31, 2017

PROFITS RS.

Small Size Sole 1,500,000

Medium Size Sole 2,000,000

Large Size Sole 1,000,000

NET PROFIT 4,500,000

51
 Accountant General Manger, Lahore

Personal Information of employee:

Personnel Number 30118620 CNIC 3520241201578

Date of Birth 01.06.1965 Entry into 01.04.2016

organization

Employment Category: Active Permanent

Designation senior manager Payroll Section 028

GPF Section 005 Cash Center 0050495

GPF A/C No --------------- Interest Applied Yes

GPF Balance 230,549.00

Pay and Allowances

Pay scale BPS For - 2015 Pay Scale Type Civil

BPS 18 Pay Stage 1

Wage type Amount Wage type Amount

Basic pay 25,000 Travelling allowance 1,000

Medical allowance 1,500 Fuel allowance 1,000

House Rent allowance 2,000

Deductions – General

Wages type Amount Wages type Amount

Income tax 2,000 Insurance 1,000

52
 Deductions- Income Tax

Payable 112.03 Exempted 43.93

Recoverable 61.10 Payee Name SHABILA

KALSSOM

Gross Pay (Rs.) 33,980.00 Deductions -3,119.00

Net Pay: (Rs.) 30,861.00 Account Number 1111-0

Bank Details HBL, WAHDAT ROAD BRANCH DISTRICT LAHORE.,

LAHORE

Permanent Address 33-NASIM PARK SANDA ROADLAHORE

City LAHORE Domicile PN – Punjab

The Post Coach hires them 5th to 12th grade:

GRADE OF EMPLOYEES SALARY OF EMPLOYEES

5th 8,000-10,000

6th 10,000-12,000

7th to 9th 12,000-14,000

10th to 11th 14,000-16,000

12th 16,000-18,000

53
A business plan is a written description of your business's future, a
document that tells what you plan to do and how you plan to do it. If you jot
down a paragraph on the back of an envelope describing your business
strategy, you've written a plan, or at least the germ of a plan.

Business plans are inherently strategic. You start here, today, with certain
resources and abilities. You want to get to a there, a point in the future at
which time your business will have a different set of resources and abilities
as well as greater profitability and increased assets. Your plan shows how
you will get from here to there.

54