COPERATE BUSNESS LAW

 QAISAR GULZAR BBHM-F20-343

 ABDUL KHALID BBHM-F20-241
 ALI ARSHAD BBHM-F20-269
 AHSAN NADEEM BBHM-F20-366
 SAMEER BBHM-F20-277

SUBMITTED TO:

Professor. ALI SAJAD

 NEELI PURE DESI
GHEE COMPANY

Vision

 To create a healthy and bright future for the generation to come.

 To become customer most trusted brand.
 To share our knowledge with people around the globe, for a better tomorrow.

Mission

Our mission is providing a good quality at reasonable price So that anyone can easily protect their own
heath.

Values

 Customer focus:

Customer are at the forefront of everything we do.

 Ethnics:

Business is conducted openly and fairly-but we compete fiercely

 Environment:

We value preservation of the environment and sustainable organic culture.

 Development:

Ideas are constantly challenged to develop next generation solution.

Introduction
Neeli pure desi ghee is a company that’s provide pure desi ghee to keep people healthy and
strong. Nowadays people use junk food so much that it is important for them to have good
health. So having a good diet is very important for good health. In addition, people are
suffering from many other diseases which also makes our immune system weak. However, this
is why we introduced desi ghee which will take away all these worries of the people.

These are goals of our business and I am sure my business will make these goals achieved in
two to three years
• To use profits to raises capital or strengthen the business
• To improve brand and reputation
• To grow production size to meet demand
• My business will become Pakistan’s number one business in the terms of quality.
The customers of our ideals is basically people who are very weak or have a disease. You
know that for the last two or three years our country has been suffering from corona virus
situation due to which the health system in our country was very bad and the immune system
m of the people was very poor. The purpose is to explain why the most effective food at the
moment is the desi ghee who used to fight all these diseases, so our most ideal customer is the
customer who does not compromise on his health and a little older and from a middle-class
family.

We have a lot of competitors in the industry but here are few of them which is very important
like Pak desi Ghee Company, olpers dairy company and Adams desi ghee industry. Who have
been working in the industry for a long time but we can compete them. The quality of these
three industries is not good as we are giving to the people. And we are also giving people at a
lower rate than these three industries this is because we do the whole process ourselves, from
the milk to manufacturing the desi ghee process.
Promotion Stage:
 MEMORANDUM OF ASSOCIATION

THE COMPANIES ACT, 2017(XIX of 2017)

(COMPANY LIMITED BY SHARES)

MEMORANDUM

OF

ASSOCIATION

OF

NEELI PURE DESI GHEE (PRIVATE) LIMITED

______________________________________________________________
 THE COMPANIES ACT, 2017(XIX of 2017)

(COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION

OF

NEELI PURE DESI GHEE Limited/ (Private) Limited/ (SMC-Private) Limited”

1. The name of the company is Neeli pure desi ghee (Private) Limited
2. The registered office of the Company will be situated in Punjab.
3. THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITSINCORPORATION ARE
The principal line of business of the company shall be to carry on the business of milling of
grains by taking on lease, hiring, purchasing, erecting, or otherwise acquiring rice mills, husking
mills, flour mills, grinding mills, ice plant and cold storage and to carry on the business of
cleaning, grading, polishing of all kinds of pulses, rice, spices, and other food grains and cereals
in any or all its branches as would be required for the attainment of these objects and to purchase,
sell, import, export, exchange and deal in rice, wheat, pulses, cereals, food grains, spices, sugar,
vegetable ghee, edible oil, mineral and to carry on the business of buyers, sellers, traders,
importers, exporters, manufacturers, processors, commission agents, distributors, dealers and
representatives in any legal form of all kinds of food and beverages including but not limited to
fruits, vegetables, confectionery, infant nutrition, clinical nutrition, performance nutrition,
cereals, coffee, tea, wheat, flour, food grains, pulses, cereals, rice, spices, ketchup, sugar, sugar
products, vegetable ghee, edible oil, cooking oil, mineral oil, cocoa based and other food
products.
1. To carry on the business of manufacturers, producers and processors of and dealers in milk,
cream, butter ghee, cheese condensed milk, malted milk, milk powder, skimmed milk powder,
whole milk powder, ice-milk, ice-cream, milk foods, baby foods, infant foods, invalid foods and
milk products and milk preparations of all kinds.
2. To manufacture, produce, process, prepare, buy, sell and deal in soya milk, soya milk products
and preparations, soya bean-based foods including spray dried milk powder, cheese, curd ice-
cream, baby foods, protein foods and other preparations, soya cereals and lentils including soya
snack foods, soya sweets, soya cookies and soya weening foods flavored with fruits and
vegetables and soya beverages and other products and preparations of every kind, nature and
description.
3. To manufacture, produce, process, prepare, buy, sell and deal in all kinds of aerated, artificial
and mineral waters, soft drinks, carbonated drinks, fruit and vegetable powders and preparations
 of all kinds, fruit juices, breakfast foods, protein foods, deistic products, strained baby foods,
instant foods and food stuffs and provisions of all kinds.
4. To carry on the business of farming, agriculture and horticulture in all their respective forms
and branches and to grow, produce, manufacture, process, prepare, refine, extract, manipulate,
hydrolyze, grind, bleach hydrogenate, buy, sell or otherwise deal in all kind of agricultural,
horticultural dairy and farm produce and products including food grains, cereals, seeds, oilseeds,
plants, flowers, vegetable fruits, vegetable and edible oils, meat, fish, eggs and foods and food
products and preparations of any nature or description whatsoever.
5. To carry on the business of preservation, dehydration, freeze-drying, freeze, drying, drying
canning, tinning, bottling and packing of all or any of the produces and products mentioned
above and foods stuffs, provisions and consumable materials of all kinds.

(ii) Except for the businesses mentioned in sub-clause

(iii) hereunder, the company may 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, 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.
1. To employ any person, firm or company for the purpose of carrying out all or any of the contracts from
time to time entered by the Company upon such terms and conditions as may be thought expedient.

2. To enter in to collaboration with any foreign firms for the purpose of carrying on any business which
this company is authorized carry on.

3. To purchase or otherwise acquire and undertake all or any part of the business, property and transactions
and liabilities of any person, firm or corporation carrying on any business which this Company is
authorized to carry on or possessed of property suitable for the purpose of this Company.

4. To pay all or any costs, charges and expenses preliminary and incidental to the promotion, formation,
establishment and registration of the Company and the issue of its capital and any modification of its
Memorandum or Articles of Association and of all applications to courts on behalf of the Company and
all legal charges incurred or to be incurred by the Company.

5. To adopt such means of making known the business of the Company as may seem expedient, and in
particular by purchase and exhibition of works of art or interest, by publication of books and periodical,
and by granting prizes, rewards and donations.

6. To sell, exchange, mortgage, let on lease, royalty or tribute, grant licenses, easements, options and other
rights over and in any other manner deal with or dispose of the undertaking, property, assets, rights and
effects of the Company or any part thereof on such consideration as may be thought fit and in particular
 for stocks, shares, whether fully or partly paid up or securities of any other Company, having objects
similar to those of the Company.

7. To act as and carry on the business of agents, sub-agents, commission agents, factors, brokers,
auctioneers, representatives, distributors, attorneys, manufacturers, traders and producers dealing in,
manufacturing, producing or otherwise concerned with the purchase, supply and disposal of any of the
goods, articles, commodities, merchandise or thing which the Company is by virtue of these presents
authorized to export, import, manufacture, supply, sell, exchange, transfer, deal in and handle, in any
way.

8. To purchase, take on lease or in exchange or on hire or otherwise acquire any moveable or immovable
property and any rights or privileges which the Company may think necessary or expedient for the
purpose of its business, and in particular any lands, buildings, works, plants, machineries, stock in trade,
and/or easements on such terms as may be deemed proper and to sell, improve, develop, let out,
exchange, lease out, mortgage, dispose off, turn to account or otherwise deal with all or any part of the
property and rights of the Company for such considerations as may be thought fit.

9. To apply for purchase or otherwise acquire, sell, exchange or transfer any patents, trademarks, rights,
monopolies, licenses, authorities, concessions, privileges, and like conferring any exclusive or non-
exclusive or limited right to use any secret device or other information as to any invention or business
which may be capable of being used for any of

the purpose of the Company or the acquisition of which may seem, directly or indirectly, to
benefit the Company and to exercise, develop or grant licenses and authority in respect of or
otherwise turn to account, the property rights or information so acquired.

10. To insure the whole or any part of the property of the Company or any goods, commodities, articles,
products, property and assets for the time being in possession or in charge of the Company for which
the Company may be liable, whether wholly or in part, and to protect and indemnify the Company from
liability or loss in respect thereof, either fully or partly.

11. To invest and deal with the moneys of the Company not immediately required upon such securities and
in such manner as may from time to time be determined.

12. To create and issue any shares, debentures and stocks of the Company at part, at a premium or at a
discount and to redeem, cancel or accept surrender of the same.

13. To lend and advance money or to give credit to such persons or companies and on such terms as may
seem expedient and in particular to customers and others having dealings with the Company and to
guarantee the performance of any contract or obligation and the payment of money of or by any such
persons or companies.

14. To receive monies or deposits, borrow or raise or provide for or secure to the repayment of borrowing
by or borrowings guaranteed by the Company in such manner as the Company shall think fit and in a
particular by the issue of debenture, bonds or securities, secured or unsecured, with floating or fixed
charges, perpetual or otherwise, charged upon all or any of the Company’s property, effect and stock-
in-trade (both present and future) including the uncalled capital and the rights of the Company and upon
 such terms as to priority or otherwise as the Company shall think fit and to purchase, redeem and pay
off any such securities, but the Company shall not carry on the banking business.

15. To appoint trustee (whether a person, firm or a Company) to hold securities on behalf of and to protect
the interests of the Company, its members, debenture-holders and creditors.

16. To carry on any business or branch of a business which this Company is authorized to carry on by
means, or through the agency of, any subsidiary company or companies, and to enter into any
arrangement with such subsidiary company for taking the profits and bearing the losses of any business
or branch so carried on, or for financing any such subsidiary company or guaranteeing its liabilities, or
to make any other arrangement which may seem desirable with reference to any business or branch so
carried on including power at any time and either temporarily or permanently to close any such branch
or business.

17. To appoint Directors or manager of any subsidiary Company or of any other company in which this
company is or may be interested.

18. To take, purchase or otherwise acquire and hold shares, debentures or stock in any other company
having altogether or in part objects similar to those of this Company, or carrying on any business which
may seem directly or indirectly, calculated to benefit the Company.

19. To acquire the business similar to those of this Company of any person, firm, individual, Hindu
Undivided Family, Company, Society, Corporation or association of persons by taking over all or any
assets or liabilities and to pay consideration thereof wholly or partly in the shape of cash, debentures,
shares, bonds, transfer or exchange of property, both present or future, personal or real, reversions, right
or in any other shape.

20. To promote any Company or companies to carry out any function or business or affairs of this Company
or to carry out any of the objects of this company.

21. To enter into any arrangement with any Government or authority, Indian or Foreign, municipal, local
body or other public or quasi-public or anybody corporate that may seem conducive to the Company’s
objects or any of them, and to obtain from any such Government, authority, company or corporation all
rights, concessions and privileges which the Company may think desirable to obtain and to carry out,
exercise and comply with any such arrangements, rights, privileges and concessions.

22. To appoint agents, sub-agents, depot-holders, factors, representatives, distributors, attorneys and
correspondent for the business or purpose of the Company or to carry out any of its objects.

23. To enter in to partnership or any agreement for sharing, union of interest, joint-ventures, reciprocal
concession or otherwise with any person, company or firm (Indian or Foreign) carrying on or engaged
in or about to carry on or engage in any business or transaction which this company is authorized to
carry on, or engage in any business or transaction capable of being conducted so as directly or indirectly
to benefit the Company, and to take or otherwise acquire and hold shares or debentures or subscribe to
the capital in that company, firm or association.

24. To establish, support or aid in establishment or support of associations, institutions, funds, trust, and
conveniences calculated to benefit the employees of the Company or its predecessors in business or the
dependents, connections, relatives and estates of such employees or ex-employees and grant pensions,
allowances, gratuities, bonus or other payments and provide, subscribe or contribute towards places of
 instructions and recreation, hospitals and dispensaries, medical and other attendance or assistance,
make contributions to provident or other funds and create scholarships; and to subscribe or contribute
or otherwise to assist or grant money to charitable, benevolent, religious, scientific, national or other
institutions or objects which shall have any moral or other claim to support or aid by the Company,
either by reason of locality of operation or of public and general utility or otherwise.

25. To aid peculiarly or otherwise, any association, body or movement having an object for the solution,
settlement or surmounting of industrial or labor problems or troubles or the promotion of industry or
trade or any other similar or analogous objects, but the Company shall not associate with any political
party.

26. To establish, provide, maintain and conduct or otherwise subsidies research laboratories and
experimental workshops for scientific and technical research and experiments and to undertake and
carry on with all scientific and technical researches, experiments and tests of all kinds and to promote
studies and research both scientific and technical investigations and invention by providing, subsidizing,
endowing, or assisting laboratories, workshops, libraries, lectures, meetings and conferences and by
providing for the remunerations of scientific or technical professors or teachers and by providing for
the award of exhibitions, scholarships, prizes and grants to student or otherwise and generally to
encourage, promote and reward, studies, researches, investigations, experiments, tests, and inventions
of any kind that may be considered likely to assist any of the business which the Company is authorized
to carry on.

27. To undertake research work and to expend money in experimenting and testing and in improving or
seeking to improve and giving publicity to the business and products of the Company and its
constituents and associates and popularize brand in India, foreign markets by means of advertisement
in the press , pamphlets, hand bill, circulars, advertisement reels, posters, cinema slides or by publication
of books, periodicals and magazines, by purchase and exhibition of works of art, by granting rewards,
prizes and donations and by any other suitable means, and placing upon the market any products which
the Company may or may propose to manufacture or distribute or any patents, inventions, processes,
information or rights which the company may acquire or lease or propose to acquire.

28. To make arrangements to send, at the cost of the Company, any person or persons whether in the
employment of the Company or not, for technical studies or research connected with the business or
any of the businesses of the Company or to acquire special or advance knowledge and experience in
that line or field by such studies, work of research and apprenticeship, training or in any other way, to
any place, station or institution, technical or otherwise, and within India or abroad, and to contribute to
any such arrangement or arrangements, in any manner whatsoever.

29. To compensate for loss of office of Managing Director or Directors or other officers of the Company
within the limitation prescribed under the Companies Act or other statue or rule having the force of law
and to make payments to any person whose office employment or duties may be determined by virtue
of any transaction in which the Company is engaged.

30. To draw, make, endorse, accept, discount execute, transfer, purchase and issue bill of exchange,
promissory notes, bills of lading, cheques, railway receipts, government securities, deeds and
documents of title, warrants, bonds, debentures and other negotiable or transferable instruments or
securities.
31. To institute, conduct, defend, compound or abandon any legal proceeding, by or against the Company
or its officers or otherwise concerning the affairs of the Company and also to compound and allow time
for payment or satisfaction of any debts due and of any claims or demands by or against the Company.

32. To refer or agree to refer any claim, demand, dispute or other question by or against the Company, or
in which the Company is interested or concerned, and whether between the Company and the member
or members or his or their representatives, or between the
Company and third parties, to arbitration in India, or at any place outside India, and to
Observe and perform and to do all acts, deeds, matters and things to carry out or enforce the
awards.
33. To undertake and execute any trust the undertaking of which may seem to the Company desirable, and
either gratuitously or otherwise.

34. To distribute all or any of the property or assets of the Company amongst the members, debenture-
holders, and creditors in specie or kind, in liquidation proceedings.

35. Subject to the applicable provisions of the Companies Act, to place, to reserve to distribute as dividend
or bonus shares among the members or otherwise to apply as the Company may from time to time think
fit, any money belonging to the Company including those received by way of premium on shares or
debentures issued by the Company at a premium and any moneys received in respect of dividend
accrued on forfeited shares and moneys arising from the issue by the Company of forfeited shares.

36. To exercise all or any of its corporate powers, rights and privileges and to conduct its business in all or
any of its branches in the Union of India and in any or all states, territories, possessions, colonies and
dependencies thereof and in any for all foreign countries and for this purpose to have and maintain and
to discontinue such number of offices and agencies therein as may be convenient.

37. To repair, alter, re-model, clean, renovate, convert and prepare for sale or otherwise any goods
belonging to the Company.

38. To erect and set up cold-storage, refrigeration and cooling plant or plants and air conditioned rooms for
the cooling and preservation of potatoes, seeds, fruits, flowers, vegetables, herbs, medicines, drinks,
fluids, gas, films, milk and milk products, furs and other preferable products of whatsoever type and
description, and whether fresh from fields or processed wholly or partially, and to erect and set up plant
for the manufacture of ice, ice creams, cool-drinks, jams, marmalades, chutneys, syrup, fluids, gas and
the like.

(iv) And it is hereby declared that:-

(i) The word “Company” (save when used with reference to this Company) in this memorandum
shall be deemed to include any partnership or other body or association of persons whether
incorporated or not wherever domiciled.
(ii) Nothing in this paragraph shall authorize the Company to do any business which may come
within the purview of the Banking Regulation Act, 1984, or the Insurance Act, 2017.

4. The liability of the members is limited.

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.
5. The Authorized Share Capital of the Company is Rs. 20, 00, 00,000/- (Rupees Twenty Crore), divided
into 2, 00, 00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten) each.
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 NIC No. Father's/ Nationality Usual Number of

and (in case of Husband's (ies) with residential shares taken
surname foreigner, Name in any former address in by each
(present Passport full Nationality full or the subscriber (in
& No) registered/ figures and

Occupation

Signatures
former) words)
in full principal
(in office
Block address for
Letters) a subscriber
other than
natural
person
34432362 Pakistani teacher Gujranwala 10000000 Q
Qaisar Gulzar
53

23253623 Pakistani manager Lahore 2000000 A

Ali Arshad
23

82494794 Pakistani Finance- Lahore 3000000 K

Khalid Aftab
242 manger

47743494 Total number of shares taken (in figures and words) 5000000 S
Sameer

Dated the 8 December day of Thursday 2022

Witness to above signatures:

(For the documents submitted in physical form)

Signature Gulzar
Full Name (in Block Letters) Gulzar armed
Father’s/ Husband’s name Muhammad sain
Nationality Pakistani
Occupation Deputy commissioner in Pak army
NIC No. 34101-2594836-7
Usual residential address Gujranwala Punjab
 THE COMPANIES ACT, 2017 (XIX of 2017)

(Company Limited by Shares)

ARTICLES OF ASSOCIATION

OF

NEELI PURE DESI GHEE PRIVATE LIMITED

PRELIMINARY
(a) “XIX” means section of the Act 2017
(b) the Companies Act, 2017; and
(c) “NEELI ” means the common seal or official seal of the company as the case may be.

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
Issue of Shares
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 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.

Power to issue shares of different classes

Subject to Section 90 and any rules in that regard made under the Ordinance, and without prejudice to
any special rights previously conferred on the holders of any existing shares or class of shares, any share
in the Company may be issued with such rights and restrictions as may from time to time be determined
by the Company in General Meeting
Power to modify right
If at any time the share capital is divided into different classes of shares, the rights attached to any class
(unless otherwise provided by the terms of issue of the shares of that class) may, subject to the
provisions of Section 108 and whether or not the Company is being wound up, be varied extended or
abrogated with the consent in writing of the holders of three-fourths of the issued shares of that class
passed at a separate general meeting of the holders of the shares of the class. To every such separate
general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis
apply, except that the necessary quorum shall be holders of that class in holding or representing by
proxy, twenty-five percent of the issued shares of the class (but so that if at any adjourned meeting of
such holders a quorum is not present, the holders present shall form a quorum), and any holder of shares
of the class present in person or by proxy may demand a poll.

Offer of new shares

No shares shall be offered for subscription except upon the condition that the amount payable on
application shall be the full amount of the nominal value of the shares, except where shares are issued
at a discount.

Issue of shares at discount

With the previous authority of the Company in General Meeting and the sanction of the Commission
and upon otherwise complying with the provisions of Section 84 it shall be.
Underwriting Commission and Brokerage
The Company may at any time pay a commission to any person for subscribing or agreeing to subscribe
(whether absolutely or conditionally) for any shares or debentures of the Company or procuring or
agreeing to procure subscriptions (whether absolute or conditional) for any shares or debentures of the
Company. In case any commission shall be paid the Company shall comply with the provisions of
Section 82. The Company may also pay such brokerage as may be lawful on any issue of shares or
debentures.

TRANSFER AND TRANSMISSION OF SHARES

A member may transfer his 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.

Instrument of transfer
The instrument of transfer of any share in the Company shall be duly stamped and executed both by
the transferor and transferee, and the transferor shall be deemed to remain holder of the share until the
name of the transferee is entered in the Register in respect thereof.

Refusal to register transfer

The Directors shall not refuse to register any transfer of fully paid shares unless the instrument of
transfer is defective or invalid or is not accompanied by the certificate of the shares to which it relates.
The Directors may also decline to recognize any instrument of transfer unless the duly executed
instrument of transfer is accompanied by the certificate of the shares to which it relates, by such other
evidence as the Directors may reasonably require to show the right of the transferor to make the
transfer. If the Directors refuse to register a transfer of shares, they shall, within thirty days (or where
the transferee is a Central Depository within five days) after the date on which the instrument of transfer
was lodged with the Company, send to the transferee and the transferor notice of the refusal indicating
the the reason for such refusal; provided that if the Directors refuse to register a transfer of shares on
account of a defect or invalidity of the instrument of transfer, the transferee; shall, after removal of
such defect or invalidity be entitled to re-lodge the instrument of transfer with the Company.
 Transmission of share
Nomination
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 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

Registration of persons entitled to shares otherwise than by transfer

Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member may,
upon such evidence as to the title being produced, as may be required by the Directors, and subject as
hereinafter provided, elect either to be registered himself as holder of the share or to have some person
nominated by him registered as the transferee thereof, but the Directors shall in either case have the
same right to decline or suspend registration as they would have had in the case of a transfer of the share
by that Member before his death or bankruptcy as the case may be.

Transfer to a nominee
If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the
Company a notice in writing signed by him, stating that he so elects. If he shall elect to have another
person registered, he shall testify his election by executing to that person a transfer of the share. All the
limitations, restrictions and provisions of these Articles relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the
death or bankruptcy of a Member had not occurred and the notice or transfer were a transfer signed by
that Member.

Dividend and other advantages before registration of transmission

Subject to the provisions hereinabove contained a person becoming entitled to a share by reason of the
death or insolvency of the holder shall be entitled to the same dividends and other advantages to which
he would be entitled if he were the registered holder of the share, except that he shall not, before being
registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred
by membership in relation to meetings of the Company.
 Form for Transfer of Shares
(First Schedule to the Companies Act, 2017)
I QAIAR s/o gulzar r/o sain (hereinafter called “the transferor”) in
consideration of the sum of rupees 3000000 paid to me by farooq s/o
ALI r/o Arshad (hereinafter called “the transferee”), do hereby transfer to the
said transferee the share(orshares)withdistinctivenumbersfrom
227672263 to. 33835353 inclusive, in the NEELI PURE DESI GHEE PRIVATE
Limited, to hold unto the said
transferee, his executors, administrators and assigns, subject to the several conditions on which I
held the same at the time of the execution hereof, and I, the said transferee, do hereby agree to
take the said share (or shares) subject to the conditions aforesaid.
As witness our hands the 8 december day of Thursday , 2022.

Transferor Transferee

Qaisar gulzar Signature ali arshad

CNIC Number (34101-54734434-56 34101-24368855-5
Pakistan
Teacher gujjrawala pakistan
Signature qaisar gulzar
Witness 2: sameer
Witness 1: farooq
Signature sameer date 8 december
Signatare faroooq .date 8 december Gujjrawala pakistan
Lahore pakistan
 Bank Account Details of Transferee for Payment of Cash Dividend
(Mandatory in case of a listed company or optional for any other company)

It is requested that all my cash dividend amounts declared by the company, may be
credited into the following bank account:
Tile of Bank Account Bank al Habib
Bank Account Number 372329240930943
Bank’s Name Habib
Branch Name and Address Lahore Pakistan

It is stated that the above mentioned information is correct and that I will intimate the
changes in the above-mentioned information to the company and the concerned Share Registrar
as soon as these occur.

Qaisar gulzar
Signature of the Transferee(s)

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. In addition, a notice of a General Meeting
shall be published in at least one issue each of a daily newspaper in the English language
and a daily newspaper in the Urdu language having circulation in the province in which
each Stock Exchange listing the shares of the Company is situated. The accidental
omission to give notice to, or the non-receipt of notice by, any Member shall not
invalidate the proceedings at any General Meeting.
 In the case of an emergency affecting the business of the Company an Extraordinary
General Meeting may be convened by such shorter notice than that specified in Article
41(1) as the Registrar of Companies may authorize.
 Where any special business, that is to say business other than consideration of the
accounts, balance-sheet and the reports of the Directors and Auditors, the declaration of
dividend, the appointment and fixation of the remuneration of Auditors and the election
of Directors (all such matters being herein referred to as ordinary business) is to be
transacted at a General Meeting, there shall be annexed to the notice of such meeting a
statement setting out all such facts as may be material for the consideration of such
business including the nature and extent of the interest (whether direct or indirect) of any
Director, and where the item of business involves approval of any document, the time
and place appointed for inspection thereof, and to the extent applicable such a statement
shall be annexed to the notice also in the case of ordinary business to be transacted at the
meeting.
  Where a resolution is intended to be proposed for consideration at a General Meeting in
some special or particular form, a copy thereof shall be annexed to the notice convening
such meeting.
 If a Special Resolution is intended to be passed at a General Meeting, the notice
convening that meeting shall specify the intention to propose the resolution as a Special
Resolution.

VOTES OF MEMBERS
Entitlement of votes
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.
Voting shares in different ways
On a poll a Member entitled to more than one vote need not, if he votes, use all his votes or cast
all the votes he uses in the same way.
Votes in case of joint holders
Where there are joint registered holders of any share any one of such persons may vote at any
meeting either personally or by proxy in respect of such share as if he were solely entitled
thereto, and if more than one of such joint holders be present at any meeting or at any poll
personally or by proxy, that one of the said persons so present whose name stands first in the
Register in respect of such share shall alone be entitled to vote in respect thereof. Several
executors or administrators of a deceased Member in whose sole name any share stands for the
purpose of this Article be deemed joint holders thereof and their seniority shall be determined
by the order in which their names are entered in the Company’s records.
Vote of a Member of unsound mind
A Member of unsound mind, or in respect of whom an order has been made by any Court
having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his
committee or other legal guardian, and any such committee or guardian may on a poll vote by
proxy, provided that such evidence as the Directors may require of the authority of the person
claiming to vote shall have been deposited at the Office not less than forty-eight hours before
the time for holding the meeting or adjourned meeting at which such person claims to vote.
Objection against a vote
No objection shall be raised to the qualification of any voter except at the meeting or adjourned
meeting at which the vote objected to is given or tendered, and every vote not disallowed at such
meeting shall be valid for all purposes. Any such objection made in due time shall be referred to
the Chairman of the Meeting, whose decision shall be final and conclusive.
DIRECTORS
Directors to be elected
Subject to the provisions of these Articles and the Ordinance the Directors shall all be elected by
the Members in General Meeting
Number of Directors
The Company shall have at least seven (7) Directors. Subject to the said minimum, the number
of Directors that the Company shall have shall be determined by the Directors themselves in the
manner provided in this Article. Before every General Meeting at which Directors are to be
elected, and not less than thirty-five days preceding the date of such meeting, the Directors shall
fix the number of Directors to be elected at such Meeting. Except with the prior approval of the
Company in General Meeting, the number of Directors so fixed shall not be increased or
reduced by the Directors so as to have effect before the effective date of election at the next such
General Meeting at which Directors are to be elected.
Who can be appointed as a Director?
Save as provided in Section 187, no person shall be appointed as a Director unless he is a
Member.
Directors may fill up casual vacancies
Any casual vacancy occurring among the elected Directors may be filled up by the Directors A
person so appointed shall hold office for the remainder of the term of the Director in whose
place he is appointed. The Company shall prior to every such appointment secure in the form
prescribed for this purpose, the consent and certificate of the person concerned consenting to act
as a Director and certifying that he is not ineligible to become a Director and shall within
fourteen days of his appointment file such consent with the Registrar of Companies as required
by Section 184,
Alternate Directors
A Director who is about to leave or is absent for a period of three months or more from Pakistan
may with the approval f the Directors appoint any person who is eligible under Section 187 to
be an alternate Director during his absence and such appointment shall have effect and such
appointee, whilst he holds office as an alternate Director, shall be entitled to exercise in place of
his appointer all the functions of his appointer as a Director of the Company and shall be
entitled to receive notice of the meetings of the Directors and to attend and vote thereat
accordingly; but shall ipso facto vacate office when his appointer returns to Pakistan or vacates
office as a Director, or removes the appointee from office. Any appointment or removal under
this Article shall be affected by notice in writing to the Company under the hand of the Director
making the same. Such Alternate Director may be one of the Directors of the Company. In such
case he shall be entitled to act in both capacities.
 POWERS TO BORROW/RAISE FINANCE
Directors’ authority to borrow/raise finance for the Company
 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.
 The Directors may, from time to time, at their discretion and on such terms and
conditions as they think fit, obtain finance for the purposes of the Company on the basis
of mark-up, mushaira, Mudarabah, or any other approved mode of non-interest based
financing from banks, financial institutions or from any other institution setup by the
Government of Pakistan or by any provincial Government and may secure such finance
by the issue of participation term certificates, mushaira certificates, Mudarabah
certificates, term finance certificates or any other security or obligation not based on
interest, other than the ordinary shares of the Company, representing an instrument or a
certificate of a specified denomination, called the face value or nominal value,
evidencing investment of the holder in the capital of the Company on terms and
conditions of the agreement for the issue of such instrument or certificate or such other
certificate or instrument as the Federal Government may permit.

POWERS OF DIRECTORS
General Powers of company vested in 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.
 A resolution at a meeting of the Directors duly convened and held shall be necessary for
exercising the powers of the Company specified in Section 196(2).
 The consent of the Company in General Meeting shall be necessary for the Directors to
do any of the things specified in Section 196(3)

 To appoint any person or persons (whether incorporated or not) to accept and hold in
trust for the Company any property belonging to the Company or in which it is interested
or for any other purposes, and to execute and do all such deeds, documents and things as
may be requisite in relation to any such trust and to provide for the remuneration of such
trustee or trustees.
 To institute, conduct, defend, compound or abandon any legal proceedings by or against
the Company or its officers or otherwise concerning the affairs of the Company and also
 to compound and allow time for payment of satisfaction of any debts due and of any
claims or demands by or against the Company
 To refer any claims or demands by or against the Company to arbitration and observe
and perform the award.

ELECTION AND RETIREMENT OF DIRECTORS

Term of office of Directors

A Director elected by the Members in General Meeting shall hold office for a period of three
years following the date from which his election is effective unless he earlier resigns, becomes
disqualified from being a Director or otherwise ceases to hold office.
Casual vacancy
Any casual vacancy occurring among the elected Directors may be filled up by the Directors
and the person so appointed shall hold office for the reminder of the term of the Director in
whose place he is appointed. The Company shall prior to every such appointment secure in the
form prescribed for this purpose, the consent and certificate of the person concerned consenting
to act as a Director and certifying that he is not ineligible to become a Director and shall within
fourteen days of his appointment file such consent with the Registrar of Companies as required
by Section 184.
The Members in General Meeting shall elect the Directors from amongst persons who, not being
ineligible in accordance with Section 187, offer themselves for election as Directors in
accordance with this Article. Any person claiming to be eligible who desires to offer himself for
election shall, whether he is a retiring Director or not, file with the Company not later than
fourteen days before the date of the General Meeting at which Directors are to be elected, a
notice that he, being eligible, intends to offer himself for election as a Director at that meeting
and that he consents to act as a Director if elected. If such person is elected as a Director, then
the Company shall file his consent to act as a Director with the Registrar of Companies within
fourteen days of his election as required by Section 184
Retirement of a Director before completion of term
A Director may retire from his office upon giving notice in writing to the Company of his
intention so to do, and such resignation shall take effect upon acceptance by the Directors.
Removal of Director
Subject to the provisions of Section 181 the Company may by resolution in general meeting
remove a Director appointed under Section 176 or Section 180 or elected in the manner provided
for in Section 178.
 SEAL
The seal, its custody and use
The Directors shall provide for the safe custody of a Common Seal which shall only be used by
the authority of a resolution of the Board or of a Committee of the Directors authorized by the
Directors in that behalf, and every instrument to which the Seal shall be affixed shall be signed
by a Director and shall be countersigned by the Secretary or by a second Director or by some
other person appointed by the Directors for that purpose or be signed by the Chief Executive
alone, but so that the Directors may by resolution determine either generally or in any particular
case, that the signature of the Chief Executive, any Director and/or Secretary may be affixed by
some mechanical means to be specified in such resolution including without limitation by
printing, lithography or stamping.
Official seal for use abroad
The Company may exercise the powers conferred by Section 213 with regard to having an
official seal for use abroad, and such powers shall be vested in the Directors.

DIVIDENDS AND RESERVE

Declaration of Dividends
The Company in General Meeting may declare dividends, but no dividend shall exceed the
amount recommended by the Directors.
Time for payment of dividend
All dividends shall be paid within the periods specified in Section 251.
Dividends payable out of profits
No dividend shall be paid otherwise than out of profits of the year or any other undistributed
profits and in the determination of the profits available for dividends the Directors shall have
regard to the provisions of the Ordinance and in particular to the provisions of Sections 83, 235
and 248
What to be deemed net profit
The declaration of the Directors as to the amount of the net profits of the Company shall be
conclusive.

AUDIT
Appointment of Auditors
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.

NOTICES
How notices to be sent to members
 Any notice or document may be served by the Company on any Member either
personally or by sending it by post to such Member at his registered address. Where a
notice or document is sent by post, service of the notice or document shall be deemed to
be effected by properly addressing, prepaying and posting a letter containing the notice,
and, unless the contrary is proved, to have been effected at the time at which the letter
would be delivered in the ordinary course of post
 A Member whose registered place of address is not in Pakistan may from time to time
notify in writing to the Company an address in Pakistan which shall be deemed his
 registered address within the meaning of the last preceding Article.

ACCOUNTS
Books of Account
 all sums of money received and expended by the Company and the matters in respect of
which the receipts and expenditures take place;
 all sales and purchases of goods by the Company;
 all assets of the Company
 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.
 The books of account shall be kept at the Office or at such other place as the Directors
shall think fit and shall be open to inspection by the Directors during business hours. If
the Directors decide to keep the books of account at a place other than the Office they
shall comply with the directions contained in the proviso to Section 230(1).
Books of account and their inspection
The Directors shall from time to time determine whether and to what extent and at what time and
place and under what conditions or regulations the accounts and books or papers of the Company
or any of them shall be open to the inspection of Members not being Directors, and no Member
(not being a Director) shall have any right of inspecting any account and books or papers or
documents of the Company except as conferred by the Ordinance or authorized by the Directors
or by the Company in General Meeting
Balance Sheet and Profit and loss account to be laid before the company at the ordinary
General Meeting
The Directors shall as required by Sections 233, 234, 237, 238 and 240 cause to be prepared
and to be laid before the Company in Annual General Meeting such profit and loss accounts and
balance sheets duly audited and made up to a date not more than four months before the date of
such meeting and having the auditor’s report attached thereto, and a report of the Directors,
conforming to the requirements of Section 236.

WINDING UP
Distribution of asset
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.
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 NIC No. Father's/ Nationality Usual Number of

and (in case of Husband's (ies) with residential shares taken
surname foreigner, Name in any former address in by each
(present Passport full Nationality full or the subscriber (in
& No) registered/ figures and

Occupation

Signatures
former) words)
in full principal
(in office
Block address for
Letters) a subscriber
other than
natural
person
34432362 Pakistani teacher Gujranwala 10000000 Q
Qaisar Gulzar
53

23253623 Pakistani manager Lahore 2000000 A

Ali Arshad
23

82494794 Pakistani Finance- Lahore 3000000 K

Khalid Nazem
242 manger

47743494 Total number of shares taken (in figures and words) 5000000 S
Sameer

Dated the 8 December day of Thursday 2022

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

Signature
Full Name (in Block Letters) Gulzar armed
Father’s/ Husband’s name Muhammad sain
Nationality Pakistani
Occupation Deputy commissioner in Pak army
NIC No. 34101-2594836-7
Usual residential address Gujranwala Punjab
Process of Change in Assigned Clause Properly filled Forms
and fees are to be submitted in this regard.
This Guide is intended to provide basic information about the alteration in the object clause of the
Memorandum of Association of a company and making a petition to the SECP for confirmation of the
alteration; so as to facilitate the companies from the point of view of practical approach to law and
corporate procedure. This is a guide only and must be read with the relevant provisions of law.

APPROVING AUTHORITY
An alteration takes effect only if and to the extent confirmed by SECP. However, in order to facilitate the
corporate sector, the powers of SECP have been delegated to the registrars concerned i.e. the Incharges
of the Company Registration Offices (CROs) of SECP situated in different cities all over the country i.e.
Karachi, Lahore, Islamabad, Peshawar, Faisalabad, Multan, Sukkur and Quetta. The addresses of the
CROs are given at the end of this Guide.

REASONS/GROUNDS FOR MAKING ALTERATION IN

OBJECT CLAUSE OF THE MEMORANDUM OF
ASSOCIATION
Clause III of the Memorandum of Association of a company may be altered on any of the
following grounds:
 to carry on some business, not being a business specified in its memorandum,
 which may conveniently or advantageously be combined with the business of the company; or
 to enlarge or change the local area of its operations; or

 to carry on its business more economically or more efficiently; or

 to attain its main business purpose by new or improved means; or

 to restrict or abandon any of the objects specified in the memorandum; or

 to sell or dispose of the whole or any part of the undertaking of the company; or

 to amalgamate with any other company or body of persons.

CHAPTER 2

PROCEDURE FOR CHANGE IN COMPANY OBJECTS

INTERNAL PROCEDURE

Step-wise internal procedure for change in objects of a company

1. Seek the approval of the board of directors for placing special resolution before the company in
general meeting for alteration in Memorandum of Association (change in objects). The reasons
for making alteration fall within the broad categories as mentioned in chapter 1 of this Guide.

2. Send at least 21 days’ notice, to the members for convening of the general meeting - Annual
General Meeting (AGM) or Extraordinary General Meeting (EOGM). However, an EOGM may
be held at a shorter notice with the approval of registrar in case of an emergency affecting the
business under proviso to section 159(7) of Companies Ordinance, 1984. The draft special
resolution for change in objects and statement of material facts is also sent alongwith the said
notice to members. In case of a listed company, notice is also required to be published at least
in one issue each of a daily newspaper in English and Urdu languages having circulation in the
province in which the stock exchange(s) on which the company is listed is/are situated.

3. Pass special resolution with a majority of not less than 3/4th of the members entitled to vote as
are present in person or through proxy in the general meeting.

4. File copy of the special resolution on prescribed Form 26 (format available on SECP website)
along with paid challan of prescribed filing fee within 15 days of passing of Special Resolution
with the Registrar concerned (in case of submission in physical form). The fee as specified in
Annex-A is to be deposited; in the designated branches of MCB Bank Limited. For submission
in physical form, preprinted Challans are available at all the designated branches of MCB Bank
Limited. In case of online submission, challan is auto generated by the system as explained in
the procedure for online submission.
5. Submit application to SECP (the registrar concerned) in the manner provided in chapter 3.
 CHAPTER 3

PROCEDURE FOR SUBMISSION OF APPLICATION

FOR CHANGE IN COMPANY OBJECTS

This part of this guide explains the procedure for the submission of application and relevant
documents to be submitted with offline application and stepwise procedure to file online
application.

Modes of Submission
There are two modes of submission of Form 26 as well the application for alteration in
the Memorandum of Association of a company namely;

i. Offline - submission of application in physical form.

ii. Online - submission of application by using eservices of SECP.

The details about both the modes of submissions are given below:

Procedure for offline submission

The petition along with relevant documents shall be filed with the Registrar concerned
within 60 days of passing of Special Resolution. There is no specific format of the
petition, however, the application must contain the information and accompanied with
the documents, as provide under rule 3 of the Rules, as mentioned in the specimen
application hereunder:
 Application

The Securities & Exchange commission of Pakistan

Companies Registration Office,
______________________

______________________
Name of City
(Karachi/Lahore/Islamabad/Peshawar/Quetta/Faisalabad/Multan/Sukkur)

Subject:
APPLICATION U/S. 21 FOR ALTERATION IN THE OBJECT CLAUSE
OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

Dear Sir,

We submit the following information/documents for seeking your approval for

alteration in the object clause of Memorandum of Association of the company
in accordance with the Special Resolution adopted by the members of the
company in their meeting held on _________, subject to approval of the SECP:
It is requested that the approval to the alteration in the Object Clause of Memorandum
of Association of the Company may please be granted.

Yours truly,

Chief Executive/ Director/Secretary

ABC (Private) Limited

1 Name and Address of the company A B C (Private) Limited having its registered office at
______________________
_________________________________________
Karachi.

2 Number and date of Incorporation No. 0000000/0000 dated

000000

3 Subscribed and paid up capital Rs. 00,000/- divided into 000 shares of Rs. 10/- each)

4 Redeemable Rs. 00,000/- divided into 000 shares of Rs. 10/- each) OR Nil (as the
capital case may be)

5 Business actually being carried on and the The company is presently engaged in the business of providing
clause in the memorandum justifying consultancy services, conducting of feasibility studies and preparation of
it feasibility reports for setting up of petroleum industries including but not
limited to crude oil refining and processing of , LPG, CNG, LNG,
Bitumen and other hydrocarbons in terms of sub clause 1 of clause III of
the Memorandum of the Association.

6 Reasons for the proposed alteration To increase the scope of the business in the inflationary period for the
Financial Strength of the Company.
7 Names and addresses of each of
company’s creditors to whom an S. No. Names and addresses of Amount due
amount exceeding fifty thousand creditors
rupees is due with the amount
mentioned against each 1
2
3
8 Consent of creditors to the proposed As per Annexure “A-1 to A-3.
alteration
9 Copy of Special Resolution As per Annexure “B”

10 Minutes of the meeting As per Annexure “C”

11 Statement in a comparative form As per Annexure “D”

showing the existing provisions of the
memorandum as are proposed to be
altered and the provisions as would
appear after the proposed alterations
indicating the clause of sub-section (1)
of section 21 under which each
alteration is considered permissible by
the company along with brief reasons
explaining how it considers it
permissible
12. Existing memorandum and As per Annexure “E”
articles of association
13. Amended Memorandum As per Annexure “F”
and articles of association
14. Pattern of holding of shares on form 34 As per Annexure “G”
15. Names and addresses of the persons
likely to be affected along with their S. Names an Copy of consent
consent to the alteration No. addresses
1 Annex H-1
2 Annex H-2
3 Annex H-3

16. Particulars of dissenting shareholders

or Creditors together with their S. Names and Copy of
objections: No. addresses consent
(If any): 1 Annex I-1
2 Annex I-2
3 Annex I-3

17. Copy of latest audited accounts: As per Annexure “ J”

18. Affidavit by the Secretary verifying As per Annexure “ K”

the correctness of the contents and
enclosures
19. Original Bank Challan evidencing the As per Annexure “ L”
deposit of Rs. 10,000/- in the any of
the designated branches of
MCB, being application fee.
 Step Wise Procedure for Online Submission:

Like many of our online services, online change in company objects process requires no
paper work and enables the company to submit application without visiting offices of
SECP. The application can be submitted by using eservices portal of SECP. The process
for online submission is very simple and easy.

Step 1: Log on to eservices

• In case the company has eservices Login name and Password:

Connect to eservices https://eservices.secp.gov.pk/eServices and log on to your account

using your eService’s Login name and Password provided by SECP.

Important Note: PLEASE NOTE THAT “SIGN UP” LINK ON eServices WEBPAGE, IS
FOR NEW INCORPORATION PROCESS ONLY AND NOT FOR ALREADY
INCORPORATED COMPANIES.

 In case the company has not obtained eService’s Login name and Password, please
follow the procedure as under:

1. Apply for an eService’s Login name and Password by writing a letter, on the company
letterhead, duly signed by the Chief Executive Officer and the Company Secretary, or Chief
Financial Officer, or one of the Directors of the company, along with a copy of their CNIC.

2. Mention the email address on which the eService’s Login name and Password will be
dispatched. Please, only provide POP3 email address such as abc@comsats.com, free email
address such as Hotmail, Gmail, or yahoo is not acceptable.

3. SECP will confirm the validity of the email address; after validation, the eService’s Login
name and Password will be emailed to the specified email address.

4. All letters requesting an eService’s User Identification and Password to be addressed to

Director (MIS), SECP at one of the following addresses:
Director (MIS)
SECP,

NIC Building, Registration Department, Jinnah Avenue

Islamabad, Pakistan
Email: ibtesam.moatisim@secp.gov.pk Phone: +92-51-9207091-3 (Ext: 280)

Deputy Director (MIS)

SECP,

NIC Building, Registration Department, Jinnah Avenue

Islamabad, Pakistan
Email: salman.lodhi@secp.gov.pk Phone: +92-51-9207091-3 (Ext: 286)

Note

The request for User ID and password may also be sent to SECP by
email. The scanned image of the signed application shall be sent at the
address given above.

Step 2: Enter information

Click the relevant process available on the process listing webpage “Change in Company
Objects". An input page is displayed wherein the following information will be entered
by the user.

i. Company information:

Details of Company Name, Incorporation Number and date will be automatically

generated from the system.

ii. Payment Details:

Select Bank Branch from the list, where fee will be deposited.

iii. Resolution Details:

Fill the details of the resolution as a result of which the decision for alteration in the
object clause of memorandum of association took place. These include date of dispatch
of notice, date of passing of Special Resolution and the reason for alteration.
iv. Members Details :

Fill details of total number of members, members present in the meeting, members voted
for and against the motion and their share representation in the company

v. Meeting Address:

Fill details of address, City, Province and Postal Code of the venue where the general
meeting took place at which the resolution for change of company name was passed.

vi. Signatory:
Enter details of signatory. Signatory could be Chief Executive or one of the Directors or
Company Secretary.

vii. Press Continue Link:

By pressing Continue Link, Process Document Listing Page will be displayed, containing
the following links:

a. Update Form Data:

Click link if you want to update the data. After updating data, press
Continue link again. Process Document Listing Page will be displayed again.

b. View Form 26:

System automatically fills out the Form using the data entered by you. You can
view the Form by clicking on this link.

c. Fill New Attachment Form:

In this link, you can attach the required documents in PDF format. The size of
the attachment should be of less than 2 MB. Attach the required document and
click Save Form. The following documents are to be attached with the
application:
(1) Justification/reasons for the proposed alteration;
(2) Copy of Special resolution on Form-26;
(3) Copy of Minutes of Meeting
(4) Copy of Existing Memorandum of Association
 (5) Comparative statement showing the existing provision and the
provision as would appear after the proposed alteration
(6) Amended Memorandum and Articles of Association
(7) Patter of holding of shares on prescribed form 34
(8) Copy(ies) of NOC(s) from creditor(s)
(9) NOC of the respective regulatory authority (in case of special nature
business company)
(10) Objections of dissenting shareholders/creditors
(11) Names and addresses of interested parties likely to be affected by
proposed amendment
(12) A copy of the latest balance sheet
(13) Authority Letter in favor of the consultant, if any.
(14) Clippings of Urdu and English newspapers (in case of a Listed
Company only)

d. Fill Bank Challan Form:

Click link and Bank Challan will be displayed. Bank Challan is automatically
populated with prescribed fee and other information by the eService’s
application.
Press “Save Form button” to save challan.

e. Sign Form:

By clicking Sign Form, the digital Signature Pad window will appear. Form is
signed using the digital certificates. Digital Certificates are obtained from the
NIFT (www.niftetrust.com). Select all the options available Under “Select for
Signature” Column. Now, select the correct Digital Signature from the
dropdown menu. Press “Sign” button.

Persons competent to sign the application

The Chief Executive or director or secretary of the company, if authorized by

the board, may sign or digitally sign in case of online submission, the
application and all its enclosures, with the affidavit that the contents of the
application and its enclosures are true and correct.

After you press Sign button, click “Submit to SECP” button. All the documents will be
submitted to the SECP and a process reference number will be generated and displayed.
Step 3 - Printing of challan and deposit of fee
i. Click “submitted process” button on the left hand side of the screen.
ii. Click “challan form” link for printing the challan.
iii. Click print form button. Four copies namely “original, bank copy, SECP copy
and depositor copy” shall be automatically printed. The fee shall be deposited in
the Bank branch selected by the applicant from the branches of MCB Bank
Limited. The bank shall retain the SECP and bank copies and return original and
depositor copy to the depositor.

The process will be initiated as soon as the SECP receives the verification of deposit of
fee from the Bank.

User will get the response by receiving an email notifying approval, rejection or
seeking compliance.

CHAPTER 4
Post Submission procedure
This part of guide explains the post submission procedure i.e. issuance of order by the competent
authority, filing of certified copy of order by the company and the issuance of filing certificate
by the registrar.

Confirmation of alteration by the Commission (powers now delegated to the

registrar concerned)
The Commission (powers now delegated to the registrar concerned) may make an order
confirming the alteration either wholly or in part, and on such terms and conditions as it thinks
fit.

Procedure on confirmation of the alteration.- (only for Offline submission)

A certified copy of the order confirming the alteration, together with a printed copy of the
memorandum as altered shall be filed by the company with the registrar within ninety days from
the date of the order. This requirement is applicable only if the documents have been submitted
in the physical form (Offline). The registrar shall register the same, and issue an Acknowledge of
filing, which shall be conclusive evidence that all the requirements of this Ordinance with respect
to the alteration and the confirmation thereof have been complied with and thenceforth the
memorandum so altered shall be the memorandum of the company. The Commission may by
order at any time extend the time for the filing of the aforesaid documents with the registrar
section for such period as it thinks proper.
 Effect of failure to register within ninety days. - (always for offline
Submission)
If the certified copy of order and other relevant documents are not filed with the registrar
within 90 days from the date of order or within such further time, as may be allowed by
the Commission (powers now delegated to the registrar concerned), as aforesaid the order
becomes null and void.
Provided that the Commission (powers now delegated to the registrar concerned) may, on
sufficient cause shown, revive the order or alteration, as the case may be, on application
made within a further period of ninety days.

As per data given, preparation of Forms e.g. Form 7, Form 29, 21,
22, 23, A, 27, 28
Form 7

THE COMPANIES ACT, 2017

THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018
[See [Section 85 (1) (a) Regulation 4]

NOTICE OF ALTERATION IN SHARE CAPITAL

PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number) 1 2 3 4 5 6 7

1.2 Name of the Company NEELI PURE DESI GHEE PVT.LTD

1.3 Memorandum of fee for increase in authorized capital:

1.3.1 Total amount payable on capital as increased 5 CRORE
(Rs.)

1.3.2 Amount which would have been payable by 5 CRORE

reference to its capital immediately before the
increase (Rs)

1.3.3 Difference of 1.4.1 and 1.4.2 (Rs.) 0

1.4 *Fee Payment 1.4.1 Challan No 1234567 1.4.2 Amount 5

Details CRORE
* Fee for increase in authorized capital plus filing fee of this form
 PART-II

2.1 Notice is hereby given pursuant to section 85 of

the Companies Act, 2017 that a special resolution Day Month Year
was passed for increase in authorized share 0 5 0 8 2 0 2 2
capital on:

2.2 Share capital increased in pursuance of an

obligation of the company under an agreement on Day Month Year
0 8 1 2 2 0 2 2
(date of agreement with party to the agreement)

PART-III
3.1 Declaration:
I do hereby solemnly, and sincerely declare that the information provided in the form
is:
(I) true and correct to the best of my knowledge, in consonance with the record as
maintained by the Company and nothing has been concealed; and
(ii) Hereby reported after complying with and fulfilling all requirements under the relevant
provisions of law, rules, regulations, directives, circulars and notifications whichever
is applicable.

3.2 Name of Authorized Officer with QAISAR GULZAR

designation/ Authorized Intermediary
3.3 Signatures QAISAR

3.4 Registration No of Authorized Intermediary, if applicable 123456789

Day Month Year

3.5 Date 0 8 1 2 2 0 2 2

Enclosures:
1. Amended Memorandum of Association and if applicable, copy of articles of association.
 FORM 21
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018
[Section 21 and Regulation 4]

NOTICE OF SITUATION OF REGISTERED OFFICE OR ANY CHANGE THEREIN

PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number) 1 2 3 4 5 6 7

1.2 Name of the Company NEELI PURE DESI GHEE PVT.LTD

1.3 Fee Payment 1.3.1 Challan No 1234567 1.3.2 Amount 400000

Details

PART-II
2.1 The situation of registered office
of the company was changed from SINDH

(state previous address)

2.2 The registered office of the

Company is now situated at
PUNJAB

(State full address with identifiable number / name of the

premises or building and street, road and locality besides
the name of the town and postal area, where applicable)

Telephone Number 03028752565 Fax Number, if any 0312

Email Address NEELIPUREDESIGHEE.GMAIL.COM
Day Month Year
2.3 With effect from 0 8 1 2 2 0 2 2
 PART-III
3.1 Declaration:

I do hereby solemnly, and sincerely declare that the information provided in the form
is:
(i) true and correct to the best of my knowledge, in consonance with the record as
maintained by the Company and nothing has been concealed; and
(ii) Hereby reported after complying with and fulfilling all requirements under the relevant
provisions of law, rules, regulations, directives, circulars and notifications whichever
is applicable.

3.2 Name of Authorized Officer with QAISAR GULZAR

designation/ Authorized Intermediary
3.3 Signatures QAISAR

3.4 Registration No of Authorized Intermediary, if applicable

Day Month Year
3.5 Date 0 8 1 2 2 0 2 2

FORM 22
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018
[Section 19(1) (d) and Regulation 4]

DECLARATION REGARDING COMPLIANCE WITH THE CONDITIONS OF

SECTION 19 OF THE COMPANIES ACT, 2017 BEFORE COMMENCING
BUSINESS IN CASE OF A COMPANY ISSUING PROSPECTUS
PART-I

(Please complete in typescript or in bold block capitals.)

1.1 CUIN (Registration Number) 1 2 3 4 5 6 7

1.2 Name of the Company NEELI PURE DESI GHEE PVT.LTD

1.3 Fee Payment 1.3.1 Challan No 1234567 1.3.2 Amount 400000

Details
 PART-II

2.1 Name(s) of declarant(s) QAISAR GULZAR

2.2 I/We, the above named person(s), do hereby solemnly and sincerely declare as
follows:

2.2.1 That the amount of the share capital of the company Rs.10 CRORE
offered to the public for subscription is
2.2.2 That the amount stated in the prospectus as the Rs. 5 CRORE
minimum amount which, in the opinion of the Directors,
must be raised by the issue of share capital in order to
provide for the matters given in the prospectus, is
2.2.3 That shares held subject to the payment of the whole Rs. 15 CRORE
amount thereof in cash have been allotted to the amount
of and the money has been received by the company
2.2.4 That every Director of the Company has paid to the Rs. 1 CRORE
Company full amount on each of the shares taken or
contracted to be taken by him and for which he is liable
to pay in cash.
2.2.5 That no money is, or may become, liable to be repaid to Rs.4 CRORE
the applicants for any shares or participation term
certificate/terms finance certificate/debentures which
have been offered for public subscription by reason of
any short subscription, failure to apply for, or to obtain
permission for the shares or participation term
certificates/term finance certificates/debentures to be
dealt on any stock exchange.
2.3 Verified that the foregoing statements are true to the best of my/our knowledge and belief
and that nothing has been concealed.

2.4 Details of declarant(s)

Designation
(CEO/Director/Company Secretary)
Name Signature
QAISAR CEO QAISAR

ALI DIRECTOR ALI

KHALID SECRETARY KHALID

Note: - The declaration shall be given by Chief Executive or one of the directors and
company secretary

PART-III

3.1 Declaration:

I do hereby solemnly, and sincerely declare that the information provided in the form
is:
(i) true and correct to the best of my knowledge, in consonance with the record as
maintained by the Company and nothing has been concealed; and
(ii) Hereby reported after complying with and fulfilling all requirements under the relevant
provisions of law, rules, regulations, directives, circulars and notifications whichever
is applicable.

3.2 Name of Authorized Officer with QAISAR GULZAR

designation/ Authorized Intermediary
3.3 Signatures QAISAR

3.4 Registration No of Authorized Intermediary, if applicable 1234567890

Day Month Year

3.5 Date 0 8 1 2 2 0 2 2

Enclosures:

1. Evidence of receipt of amount of minimum subscription by the Company

 FORM 23
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018
[Section 19(1)(e) and Regulation 4]

DECLARATION BEFORE COMMENCING BUSINESS IN CASE OF

A COMPANY FILING STATEMENT IN LIEU OF PROSPECTUS

PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number) 1 2 3 4 5 6 7

1.2 Name of the Company NEELI PURE DESI GHEE PVT LTD

1.3 Fee Payment 1.3.1 Challan No 1234567 1.3.2 Amount 400000

Details

PART-II

2.1 Name(s) of declarant(s) QAISAR GULZAR

2.2 I/We, the above named person(s), do hereby solemnly and sincerely declare as
follows:

2.2.1 That the amount of the share capital of the company Rs.200000000
subject to the payment of the whole amount thereof in
cash is

2.2.2 That the company has not issued a Day Month Year
prospectus inviting the public to 0 8 1 2 2 0 2 2
subscribe for its shares, and that it has
filed with the Registrar a statement in
lieu of prospectus on
2.2.3 That the amount fixed by the Memorandum or Articles Rs. 12000000
and specified in the statement in lieu of prospectus as
the minimum subscription upon which the directors
may proceed to allotment is
2.2.4 That shares held subject to the payment of the whole Rs. 20000000
amount thereof in cash have been allotted to the amount
of
 2.2.5 That every Director of the Company has paid to the Company full amount on each
of the shares taken or contracted to be taken by him and for which he is liable to pay
in cash.

2.3 Verified that the foregoing statements are true to the best of my/our knowledge and belief
and that nothing has been concealed.

2.4 Details of declarant(s)

Designation
(CEO/Director/Company Secretary)
Name Signature
QAISAR CEO QAISAR

ALI DIRECTOR ALI

KHALID DIRECTOR KHALID

Note: - The declaration shall be given by Chief Executive or one of the directors and company secretary

PART-III
3.1 Declaration:

I do hereby solemnly, and sincerely declare that the information provided in the form
is:
(i) true and correct to the best of my knowledge, in consonance with the record as
maintained by the Company and nothing has been concealed; and
(ii) Hereby reported after complying with and fulfilling all requirements under the relevant
provisions of law, rules, regulations, directives, circulars and notifications whichever
is applicable.

3.2 Name of Authorized Officer with QAISAR GULZAR

designation/ Authorized Intermediary
3.3 Signatures QAISAR

3.4 Registration No of Authorized Intermediary, if applicable 12345567

Day Month Year

3.5 Date 0 8 1 2 2 0 2 2

Enclosures:
1. Statement in Lieu of Prospectus
2. Evidence of receipt of amount of minimum subscription by the Company
 FORM 27

[Section 315(5) and Regulation 4]

[Heading as in Rule 4 of the Companies (Court) Rules, 1997]
Company Petition No…………………. of ………….

DECLARATION TO BE SUBMITTED TO THE COURT BY PROVISIONAL

MANAGER/OFFICIAL LIQUIDATOR
PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number) 1 2 3 4 5 6 7

1.2 Name of the Company NEELI PURE DESI GHEE PVT.LTD

1.3 Case Title REGISTRATION

PART-II
2.1 Declaration
I/We have been appointed by the Court as Provisional Manager(s)/ Official
Liquidator(s) of this Company. I/We do hereby declare that:
(i) I/We have NO conflict of interest; and
(ii) I/We do NOT lack independence in respect of my/our appointment.
That the above obligation shall continue throughout the term of my/our
appointment.
PART-III
3.1 Name(s) Designation Signature
(Provisional Manager/ Official Liquidator)
QAISAR CEO QAISAR
ALI PROVISIONAL MANAGER ALI

Day Month Year

3.2 Date 0 8 1 2 2 0 2 2
Note: A copy of this form shall also be sent to the concerned Company Registration Office
 Form 28
THE COMPANIES ACT, 2017
THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018
[Section 167 and Regulation 4]

CONSENT TO ACT AS DIRECTOR / CHIEF EXECUTIVE

PART-I
(Please complete in typescript or in bold block capitals.)
1.1 CUIN (Registration Number) 1 2 3 4 5 6 7

1.2 Name of the Company NEELI PURE DESI GHEE PVT.LTD

1.3 Fee Payment 1.3.1 Challan No 123456 1.3.2 Amount 40000

Details

PART-II
2. I/we, the undersigned, have consented to act as Director(s) / Chief Executive of the above
named company pursuant to section 167 of the Companies Act, 2017, and certify that I / We
am / are not ineligible to become Director(s) / Chief Executive under section 153 or 177 of the
Companies Act, 2017.
Father’s / NIC No or passport
Name in husband’s No. in case of
full Name Designation Address Occupation Foreign National Signature
QAISAR GULZAR CEO LAHORE CEO 34101-2594826-8 QAISAR
 PART-III
3.1 Declaration:

I do hereby solemnly, and sincerely declare that the information provided in the form
is:
(i) true and correct to the best of my knowledge, in consonance with the record as
maintained by the Company and nothing has been concealed; and
(ii) Hereby reported after complying with and fulfilling all requirements under the relevant
provisions of law, rules, regulations, directives, circulars and notifications whichever
is applicable.

3.2 Name of Authorized Officer with QAISAR GULZAR CEO

designation/ Authorized Intermediary
3.3 Signatures QAISAR

3.4 Registration No of Authorized Intermediary, if applicable 1234567

Day Month Year

3.5 Date 0 8 1 2 2 0 2 2

Learning statement
After completing this project on corporate and business law, we are able to learn how to register a
company in Pakistan with the help of the SEP website. We are able to write memorandum of
association and know about its 6 clauses and article of association means internal procedure of
company like shares, transfer of share, transmission of share account and also how to distribute
assets of company when you winding up company. And also know about how these clues will
change if the memorandum wants too few changes. After this we fill almost seven forms these
forms are very important like finance and notice of alternation, declaration regarding finance,
decrelation about communication and how to declaration is submit and then signature from
registrar so we are able to register a company in secp.