Memorandum of Association Of

THE COMPANIES ORDINANCE, 1984IDEAL FOOD CORPORATION

(COMPANY LIMITED BY SHARES)

INTRODUCTION:We gathered some ideas and organized our thoughts to form a registered company. At the very first stage we focused on food industry which will provide a wide range of Milk products and other food items that no any other company is providing in Pakistan, we are going to establish this company with the intention and mission to provide wide range of quality products to eat with the reasonable burden on Pocket.Being more precise we at the very beginning stage, we are about to produce a wide range of Milk products which will be accessible to almost every citizen of Pakistan under one brand name. MISSION:IDEAL FOOD CORPORATION LTD will provide a wide range of Milk products and other food items with the intention to provide quality products to eat at a reasonable price.VISION:The Vision of the Company evolves from the collective determination of our people to excel in providing continuous customer satisfaction through our quality products at the right price. We have conducted SWOT and PEST analysis for the selection of this sector.

SWOT ANALYSIS: Educated and Skilled Management and Staff Large number of new Products offering Sufficient Amount of Capital Products will be available to all consumers New Technology adopted. Health and Safety Guidelines

WEAKNESSES: Marketing and advertising of our products. Lack of awareness among consumers Religious issue

OPPORTUNITIES: Competitive Advantage Few competitors Launch New Projects Establish farming industry Overall demand is increasing

THREATS: Major Players may enter Legal and ethical issue Increasing cost of raw material. Change in consumer taste

1

PEST ANALYSIS:POLITICAL:

Health and Safety Guidelines Products are according to the standards Taxes Govt. Policies

ECONOMIC: Low set up costs Franchising facilitates set ups Support from major suppliers Growing market

SOCIAL: Healthy Eating Convenience Shops

TECHNOLOGICAL: Investment in technological innovations Computer ordering

2

THE COMPANIES ORDINANCE, 1984(COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATIONOF

IDEAL FOOD CORPORATION

1. The name of the Company is:IDEAL FOOD CORPORATION LTD

2. The registered office of the Company will be situated in LAHORE.3. The objects for which the Company is established are:

Provide a wide range of Milk products and other food items with the intention to provide quality products to eat

A To promote environmentally and socially responsible food production, to encourage the development of community based local food economies and interactive links between producers and consumers.

B To carry on any other trade or business whatsoever which can, in the opinion of the Company, be advantageously carried on by the Company in connection with or ancillary to any of the general business of the Company or is calculated directly to benefit the company or enhance the value of or render profitable any of the Company's property or rights or is required by any customers of or persons dealing with the Co-operative

C To purchase, take on lease or in exchange, hire or otherwise acquire and hold for any estate or interest any lands. Buildings easements, rights, privileges, concessions, patent rights, licenses, secret processes. Property of any kind necessary or convenient for the purpose of or in connection with the Co-operative's business or any branch or department thereof

D To erect, construct lay down, enlarge, alter and maintain any shops, stores, factories, buildings, works, ways, plant and machinery necessary or convenient for the Company's business, and to contribute to or subsidise the erection, construction and maintenance of any of the above.

E To borrow or raise or secure the payment of money for the purpose of or in connection with the Company's business, and for the purpose of and in connection with the borrowing or raising of money by the Company to become a member of any building society.

F To mortgage and charge the undertaking and all or any of the real and personal property and assets, present or future, and to issue at part or at a premium or discount, and for such consideration as may be thought fit debentures and debenture stock, either permanent or repayable, and collaterally or further to secure any securities of the Company by a trust deed or other assurance.

G To issue and deposit any securities which the Company has power to issue by way of mortgage to secure any sum less than the nominal amount of such securities and also by way of security for the performance of any contracts or obligations of the Company or of its customers or other persons or corporations having dealings with the Company, or in whose business or undertaking the Company is interested, whether directly or indirectly

H To receive money on deposit or loan upon such terms as the Company may approve and to guarantee the obligations and contracts of customers and others.

3

I To draw, make, accept, endorse, negotiate, discount and execute promissory

notes, bills of exchange and other negotiable instruments.J To invest and deal with the monies of the Company not immediately required

for the purpose of its business in or upon such investments or securities and in such manner as may from time to time be determined provided that such investments further the aims of the co-operative and are made with due regard to social criteria.

K To accept payment of any property or rights sold or otherwise disposed of or dealt with by the Company, either in cash, by installments or otherwise, or in fully or partly paid up shares of any company or corporation, with or without deferred or preferred or special rights or restrictions in respect of dividend, payment of capital. Voting or otherwise. or in debentures or mortgage debentures or debenture stock. mortgage or other securities of any company or corporation, or partly in one mode and partly in another, and generally on such tens as the Company may determine, and so hold, dispose of or otherwise deal with any shares, stocks or securities so acquired.

L To enter into any partnership or joint-purse arrangement or arrangement of sharing profits, union of interest or co-operation or amalgamate with any company, firm or person carrying on or proposing to carry on any business within the objects of the Company, and to acquire and hold, sell, deal with or dispose of shares, stock, or securities of any such company, and to guarantee the contracts or liabilities of, or payment of the dividends, interest or capital of any shares, stock or securities of and to subsidise or otherwise assist any such company.

M To establish or promote or concur in establishing or promoting any company the promotion of which shall be in any manner calculated to advance directly or indirectly the objects or interests of the Company, and to acquire and hold or dispose of shares, stock or securities of and guarantee the payment of dividends, interest or capital of any shares, stock or securities issued by or any other obligations of any such company.

N To make any charitable donation either in cash or assets which the Company may deem expedient.

O To purchase or otherwise acquire and undertake all or any part of the business, property, assets, liabilities and transactions of any person, firm or company carrying on any business which this Co-operative is authorized to carry on.

P To sell, improve, manage, develop, turn to account, exchange, let on rent, royalty, share of profits or otherwise, grant licenses, easements and other rights in or over, and in any other manner deal with or dispose of the undertaking and all or any of the property and assets for the time being of the Co-operative for such consideration as the Company may think fit.

Q To obtain, acquire and purchase all necessary permits, licenses or trade marks required for the purpose of enabling the Co-operative to carry on its said business upon such terms and conditions as it may think fit.

In carrying out the aforesaid objects the Company shall have regard to promoting the physical, mental and spiritual well-being of the community.And it is hereby declared that the objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be independent main objects and shall be in no wise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company.

4. The liability of the members is limited.5. The total capital of the company is Rs. 2000,000,000 (two Billion rupees) divided

into 20,000,000 shares of Rs. 100 each.

4

6. In the event of winding up or dissolution the Liquidator shall first, according to

law, use the assets of the Co-operative to satisfy, its debts and liabilities. Any balance of assets remaining must not be distributed among the members of the Co-operative but shall be transferred by the Liquidator to such Common Ownership enterprises having objects similar to or compatible with the objects of the Co-operative and which shall prohibit the distribution of its or their income among its or their members to an extent at least as great as is imposed on the Co-operative under clause 4 hereof, or such central funds maintained for the benefit of Common Ownership enterprises as may be determined by the members at or before the time of winding up or dissolution or insofar as the assets are not transferred shall he held for charitable purposes. This clause may only be changed by the unanimous vote of all members.

Sr. No

Name Father’s Name

Nationality Address No, of share taken by each subscriber

Signature

01 Muhammad Sajid Abdul Razzaq

Pakistani IUB, BWP

500

02 Umair Saleem Muhammad Saleem

Pakistani IUB, BWP

500

03 Asif Javeed Muhammad Javeed

Pakistani IUB, BWP

500

04 Ali Nasir Nasir Mahmood

Pakistani IUB, BWP

500

DATE: 02 November, 2010

Witnesses to the above signatures:Name Father’s Name Occupation Address SignatureAhsan-ur- Rahman

Syed Mujtaba Shah

Chartered Accountant

IUB, BWP

Tariq Majeed Muhammad Majeed

Legal Advisor IUB, BWP

IDEAL FOOD CORPORATION LTD(Company limited By Share)

5

THE COMPANIES ORDINANCE, 1984(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATIONOF


1. Regulations applicable to Company: Table "A" not to apply: Regulations for management of the Company and for observance of the members thereof and their representatives shall (subject to any exercise of statutory powers of the Company in reference to repeal or alteration of or additions to its regulations by Special Resolution, as prescribed by the Ordinance) be such as are contained in these Articles, shall be read with the Ordinances and the Provisions of any other applicable law for the time being in force. The regulations contained in Table "A" of the first Schedule to the Ordinance shall not apply to the Company except in so far as they are repeated or contained in these Articles or by the Ordinance.2. Definition: The marginal notes hereto shall not affect the construction hereof and in these presents, unless there be something in the subject or inconsistent therewith:The Company: “The Company” Ideal Food Corporation Limited, except where the subject or context means otherwise.The Securities and Exchange Ordinance: “The Securities and Exchange Ordinance” means the Securities and Exchange Ordinance, 1969.The Rules: “The Rules” means the Non-Banking Finance Companies (Establishment & Regulation), Rules, 2003.Authority: “Authority” means the Securities and Exchange Commission of Pakistan, constituted under the Securities and Exchange Commission Act, 1997 (Act XLII of 1997) and the successor thereof.Articles: “Articles” means these Articles of Association as originally framed or as from time to time altered by Special Resolution.Books and papers, etc: “Books and papers” , “Books or Papers”, or “Books of Accounts” Include accounts, deeds, vouchers, registers, writing and documents.Chairman: “Chairman” means the Chairman of the Company or of Board of Directors for the time being.Chief Executive: “Chief Executive” means the Chief Executive appointed under these Articles.Directors: “Directors” mean the Directors of the company for the time being or the Directors assembled at Board.Dividend: “Dividend” Includes Bonus.Debentures: “Debentures” include Stock, bond, term finance certificate and other security other than the shares/certificates of the Company/Modaraba whether constituting a charge on the assets or not.Document: “Document” includes summon, notice, requisition, order, other legal process, voucher and register.Financial Statements: “Financial Statements” cover Balance sheet, income statement or profit and loss account or income and expenditure account, statement of changes in financial position by whatever name called, notes and other statements and explanatory material which are identified as being part of the financial statements and are required to be prepared under the Ordinance.

6

Month: “Month” means calendar month of the English calendar.Member: “Member” means the member of the Company within the meaning of the provisions ofOrdinance: “Ordinance” means the Companies Ordinance, 1984 including any statutory modifications for the time being in force.Office: “Office” means the registered office for the time being of the Company.Ordinary Resolution: “Ordinary Resolution” Means a resolution passed at general meeting when the votes cast (whether on a show of hands or on a poll, as the case may be) in favor of the resolution by the members presents and voting in person or by proxy exceeds the votes, if any cast against the resolution.Participatory Redeemable Capital: “Participatory Redeemable Capital” means such capital as is entitled to participate in the profit and loss of the Company.Proxy: “Proxy” includes Attorney duty constituted under a Power of Attorney.Register: “Register” means the Register of Members to be kept pursuant to Section 147.Registrar: “Registrar” means the Registrar of Companies.Redeemable Capital: “Redeemable Capital” has the meaning assigned to it by Sections 2(1) (30A).Section: "Section" means section of the Ordinance.Special Resolution: "Special Resolution has the meaning assigned to it by Sections 2(1)(36).Secretary: “Secretary” means any individual appointed to perform the secretarial, administrative or other duties ordinarily performed by the secretaryShares: “Shares” means ordinary shares of nominal value of Rupees Ten (Rs. 100) each in the share capital of the Company.Security Includes:i) any stock, transferable share, scrip, note, fixed income securities debenture, debenture stock, bond, participation term certificate, modaraba certificate, musharika certificate, term finance certificate, investment contract, and preorganisation certificate or subscription and in general any interest or instrument commonly known as a "Security and, any certificate of deposit or certificate of interest or participation in, temporary or interim certificate or receipt or any warrant or right to subscribe to or any note, draft, bill of exchange or banker's acceptance or any note, which has a maturity at the time of issuance of not more than twelve months, exclusive of grace, or any renewal thereof whose maturity is likewise limited.ii) any Government security as defined in the Security Act 1920 (X of 1920): andIn writing, and written: “In writing” and “Written” include printing lithography and other modes of representing or reproducing words in a visible form.Words importing the singular number only include the Plural Number and vice versa.Words importing masculine gender only include the feminine gender.Words importing persons include corporations.2. The Company will be public Company within the meaning of clause (30) of subsection 1 of Section 2 of the Companies Ordinance, 1984.3. Number of Members (a) For the purpose of registration the Company is declared to consist of 8 either permanently domiciled in Pakistan or having a substantial business interest. (b) The Committee may, whenever they think fit, register any alteration in the number of Members, provided however that such number may not fall below 8.

7

M E M B E R S H I P

4. Classes of Membership

There shall be two classes of Members of the Chamber, namely Associate members and Corporate Members.

5. Membership

a) Any party being a foreign national which: i) is not ineligible as defined in Article 1(i) and ii) is a sole proprietorship or a partnership firm or an association of persons or a company holding national tax number and sales tax registration, if applicable, in the name of the business concern; and (iii) Carries on business that fits within the defined business scope of the Company; (iv) Has made an application for membership which has been proposed and seconded by existing members of the Chamber; (v) Has a valid national tax number and sales tax registration, if applicable. shall be eligible for membership. (b) The membership shall be granted for a period of one year and shall expire on the 31 st day of March every year irrespective of the date of grant of membership. The membership shall be renewable on annual basis subject to fulfillment of following conditions, namely:- (a) Payment of prescribed subscription not later than 31st of March; and (b) Proof of filing return of income tax and sales tax, if applicable, for the preceding year. (c) Members shall be entitled to all the rights, privileges and advantages of the membership of the Chamber, except that a member may only become entitled to vote for the election of the office bearers in a General Meeting after the completion of two years of membership as on the date of announcement of election schedule by the Executive Committee.

6. Cessation of Membership

a) Any Member may withdraw from Membership of the Company by giving to the Secretary General written notice of such withdrawal not less than one calendar month before the 31 March in any year or they shall be liable for subscription for the ensuing six months.

b) Any Member becoming ineligible at any time shall at once cease to be Member; the decision of the Executive Committee on all questions as to any Member having become ineligible shall at all times be final.

c) The Chamber reserves to itself the right of expelling any Member, but shall only be able to do so by the decision of a General Meeting, and by a majority of at least three fourths of the Ordinary Members present and voting. Any Member thus expelled may not proposed for re-election until the expiry of one year from the date of such expulsion.

8

(d) If, after the election of any candidate, it be shown at anytime to the satisfaction of

the Executive Committee, that any statement contained in the candidate's proposal form was incorrect in any material particular, the Committee may cancel the election and the Member shall thereupon cease to be a Member of the Company but may be proposed and seconded again as an Executive Member.

(e) Any Member may cease to be a Member in accordance with the provisions of Article 11 hereof.

(f) Any Member who shall by any means cease to be a Member shall nevertheless remain liable for and shall pay to the Company all monies which at the time of such cessation of membership may be due from such Member to the Chamber.

8. Register of Members

The Secretary General shall keep separate list of Members The list of Members shall contain the name and nationality of Members who are individuals, the names and nationalities of partners for the time being of the firms who are Members, the names and nationalities of directors, and the names and nationalities of the persons responsible for the time being for companies, associations or bodies whether incorporated or not, which are Members. Every Member shall keep the Secretary General duly posted and shall on demand furnish the Secretary General with :- (a) Particulars of any change in the name and /or nationality of the Member or any

partner, director or manager of such Member, and (b) Particulars of any change in the constitution of a Member and/or in the

distribution of the Member's capital and/or any circumstances which may affect the Member's eligibility for membership.

9. Election of Members

(a) All applications for membership shall be forwarded to the Secretary General, and shall state the name, nationality, profession, business or occupation of the candidate in the case of an individual; of each of the partners in the case of a firm; of the directors in the case of a company; and of the persons responsible for the time being in the case of an association or other body; together with such other particulars and documents as may from time to time be prescribed by the Committee.

(b) Every such application shall be in a form to be prescribed by the Executive Committee, and shall be proposed by one and seconded by another Member.

(c) Election shall be by the Executive Committee.

9

(d) On receipt of an application in proper form, the Secretary General shall place the same before the Executive Committee, when the following provisions shall have effect:-

(i) The Executive Committee shall decide all questions arising as to the eligibility or otherwise of any candidate for admission and the validity or otherwise of election, and such decision shall be final.

(ii) Seven clear days' notice shall be given to Members of the Executive Committee stating the particulars specified in the application, the names of the proposer and seconder and the date of meeting of the Executive Committee and in the case of a candidate previously excluded, that fact, and the date of such exclusion.

(iii) The meeting of the Executive Committee shall be held on any working day except Sundays and Bank Holidays

(iv) Votes shall be by papers signed by the Executive Committee Members which shall be sent to the Secretary General who will place them in the Executive Committee meeting.

(v) Votes shall be received one day prior to the date of the Executive Committee meeting. The votes shall be received by the Secretary General and presented to the Executive Committee on the day of the meeting. The election will be decided by a majority vote of the Committee Members in favor of the Candidate

(vi) Where an applicant has been duly elected, the Secretary General shall notify them the result and forward to them a copy of the Memorandum and Articles of Association of the Company together with a bill for entrance fee and subscription.

(vii) The Secretary General shall inform all members of the result of the election. (viii) A candidate for membership who on ballot has been excluded shall not again be

proposed as Member until after a lapse of six months.

FEES AND SUBSCRIPTIONS 10. Membership Fees

(a) There shall be payable by all Members of the Chamber such Entrance Fee or Fees on becoming an Member of the Company, and such Annual Subscription in respect of such Membership as may be determined from time to time by the Members of the Company in General Meeting.

(b) Entrance fees and subscriptions shall fall due on the date of admission to membership and thereafter subscriptions shall fall due on the first day of January in each succeeding year. Provided that where admission to membership is on a date subsequent to 31st March in any year the subscription due shall be pro-rata for the remainder of such year from the first day of the month in which such admission to membership takes place.

11. Payment of Dues

In the event of any Member being more than four months in arrears with any payments due to the Company, a written application for payment shall be made by the Secretary General, and if any Member then fails to pay within one month of any application by the Secretary General under this Article for payment of the same, such failure shall be reported to the Executive Committee who may, unless satisfied that there has been reasonable cause for such failure, cause such Member to be struck off the list of Members, and such Member shall thereupon cease to be a Member of the Company. Provided always that should any such late Member satisfy the Executive Committee that there was reasonable cause for such failure, the Executive Committee shall have power to reinstate them as Members. Any person ceasing to be a member under this Article may at any time seek re-election as a Member.

10

BOOKS OF ACCOUNTS12. Books of Accounts to be kept: The Directors shall cause to be kept proper books of account with respect to:-(a) All sums of money received and expended by Company and the matters in respect of which the receipt and expenditure takes place;(b) All sales and purchases of goods by the Company;(c) The assets and liabilities of the Company;(d) Any other matter required by Section 230 or the Rules.13. Place at which books of account should be kept and Reports: The books of account shall be kept at the Registered Office or at such other place as the Directors think fit.14. Inspection by members: The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of the members not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorized by the Directors or by the Company in General Meeting.

FINANCIAL STATEMENTS AND REPORTS15. Financial Statements: The Directors at some date not later than eighteen months after the incorporation of the Company and subsequently at least in each calendar year lay before theCompany in Annual General Meeting the Financial Statements in the case of first account for the period since the preceding account, made up to a date not later than the date of meeting by more than six months.Periodic financial statements shall be prepared and transmitted to the members, in accordance with the provisions of the Rules, the Code of Corporate Governance and the Listing Regulations of the Stock Exchanges at which the Shares / Certificates of the Company may be listed and any other applicable law for the time being in force.16. Contents of Financial Statements: The Financial Statements shall be prepared in accordance with the provisions of Sections 234, 235 and 237 and the Rules.17. Directors Report: The Directors shall make out and attach to every financial statements a report with respect to the state of Company's affairs the amount, if any, which they recommend should be paid by way of a dividend and amount, if any which they propose to carry to the Reserve Account, pattern of share holding and such other matters which are specified in Section 236 and the Rules.18. Authentication of Financial Statements: Financial statement shall be signed by the Chief Executive and at least one Director if the Chief Executive is not for the time being in Pakistan by two Directors. Whenever any such Financial Statements is not signed by the Chief Executive only, then there shall be sub-joined thereto a statement signed by such Directors explaining the reason why it has not been signed by the Chief Executive.19. Circulation of Financial Statements: A printed copy of such financial statement duly audited, together with the Reports of the Auditors and Directors shall at least twenty-one days prior to the meeting be sent to every registered holder of shares of

11

the Company and to such other person as are entitled to receive notice of General Meetings in a manner in which notices are to be given as providedhereunder, and a copy shall also be deposited at the office for inspection of the members of the Company during a period of at least twenty one days before the meeting.20. Compliance with the Legal Provisions: Directors shall in all respects comply with the provisions of Sections 233, 234, 236, 237, 241, 242, 243 and 245 of the Companies Ordinance as well as of the Rules, the Code of Corporate Governance and the Listing Regulations of the pertinent Stock Exchanges at which the Shares / Certificates of the Company may be listed. Additionally, the Directors shall further comply with the general and special orders of the Commission from time to time under the provisions of the Ordinance, the Rules and the Code of Corporate Governance, in regard to the submission and circulation of periodical financial statements, information and other reports and the frequencies thereof.

AUDIT21. Audit Provisions: The Company shall appoint an auditor to audit the financial statements of the Company. The appointment, qualification, disqualification, filling of casual vacancy remuneration, renewal, powers and duties of auditors shall be governed by the provisions of Sections 252 to 255 and the Rules, the Code of Corporate Governance and the Listing Regulations of the pertinent Stock Exchange at which the shares certificates of the Company are listed.22. Auditors Report: The Auditors shall make a report to the members of the financial statements which are laid before the Company in General Meeting during his tenure of office and the report shall state the matters specified in Section 255 and the Rules, the Code of Corporate Governance and the Listing Regulations of the pertinent Stock Exchanges at which the Shares / Certificates of the Company are listed.23. Reading and Inspection: The Auditor's report shall be read before the Company in the General Meeting and shall be open to inspection by any member of the Company.

NOTICES23. Service of Notice: Notices for General Meetings may be given by the Company to any Member either personally or by sending it registered post to him to registered address or, if theno registered address in Pakistan, by fax, cable or courier to the address, fax number, supplied by him to the Company for giving of notices to him.24. Service by post: Where notice issued by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and unless the contrary is proved, shall be deemed to have been effected at the time at which the letter would be delivered in the ordinary course of post. Where a notice is sent by fax or telex, it shall be deemed to have been effected on the affected on the day when the telex on fax is sent. Where the notice is sent by urgent cable, it shall be deemed to have been effected on the day following the day of dispatch of the cable. Where notice is sent by courier, it shall be deemed to have been effected, if to an address in Pakistan, two days and, if outside Pakistan, five days, respectively, following the day on which a notice enclosed in a properly addressed envelope is delivered to the courier's office.

12

25. Service on members resident abroad: If a Member has no registered address in Pakistan and has also not supplied his telegraphic address, fax number or any other address outside Pakistan, for the giving of notices to him, a notice addressed to him or to the members generally and advertised in a newspaper circulating in the neighborhood of the Office, shall be deemed to have been duly served on the day on which the advertisement appears.26. Notice of General Meetings: Notice of every General Meeting shall be given, in the manner hereinbefore provided, to:(a) Every Member of the Company (except those members who having no registered address within Pakistan have not supplied to the Company an address, telegraphic address, fax number or telex number outside Pakistan for the giving of notice to them);(b) To every person entitled to a share in consequence of the death or insolvency of aMember, who but for his death or insolvency would be entitled to receive notice of the meeting; and(c) To the Auditors of the Company.27. Notice by Advertisement: Any notice required to be given by the Company to the members or any of them and not expressly provided for by these presents shall be sufficiently given if given by advertisement.28. Notice by Advertisement deemed to be served: Any notice given by advertisement shall be deemed to have been given on the day onwhich the advertisement shall first appear.29. Transferees etc., bound by prior notice: Every person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice Irrespect of such share which previously to his name and address being entered on the register shall be duly given to the person from whom he derives his title to such share.30. Notice to be signed: The signature to any notice to be given by the Company may be written or printed.31. Notice of Resolution for winding up: Notice of any resolution for winding up a Company voluntarily shall be given by the Company within ten days of the passing of the same by advertisement in the official Gazette and also in a newspaper circulating in the Province where the registered office of the Company is situated.

DIVIDENDS32. Determination of Dividend: The Director shall have powers to make such appropriation out of the distributable profit and to determine the amount to be paid as dividend as they may think expedient.33. Declaration of Dividend: The Company in General Meeting may declare a dividend to be paid to the members according to their rights and interest in the profits.34. Restrictions on amount of Dividend: No larger dividend shall be declared than is recommended by the Directors, but the Company in General Meeting may declare a smaller dividend.35. Dividends out of profits only: No dividend shall be payable except out of the profits of the Company of the year or any other undistributed profits or in contravention of Sections 235 and 248.

13

36. Interim Dividend: The Directors may from time to time pay to the members such interim dividends as in their judgment the position of the Company justifies.37. Dividend to be proportionate to the paid up capital: Subject to the rights of the persons, if any, entitled to shares profit with any special rights, the dividend shall be paid in proportion to the amount paid on the share.38. Dividend in kind and bonus shares: Any General Meeting declaring a dividend may resolve that such dividend be paid wholly or in part by the distribution of specific assets, and inparticular of paid up share, debentures or debenture stock of any other company or in any one or more of such ways.39. Surplus moneys: A General Meeting may resolve that any surplus moneys arising from the realization of any capital assets of the Company or any investments representing the same or any other undistributed profits of the Company not subject to charge for income tax, be distributed among the members on the footing that they receive the same as capital and that all or any part thereof be applied on behalf of such shareholders in paying up in full either at par or at such premium as the resolution may provide, any unissued shares or debentures or debenture-stock of the Company which shall be distributed accordingly and that such distribution or payment shall be accepted by such shareholders in full satisfaction of their interest in the said moneys, investments or profits so distributed subject to the provisions of Sections 235 and 248.40. Effect of Transfer: A transfer of shares shall not pass the rights to any dividend declared thereon before the registration of the transfer.41. Retention in certain cases: The Directors may retain the dividends payable upon shares in respect of which any person is under the Transmission Article entitled to become a member or which any person under that Article is entitled to transfer until such person shall become a member in respect thereof or shall duly transfer the same.42. Dividend to joint-holders: Any one of several persons who registered as the joint-holders of any share any give of effectual receipt for all dividends and payments on account of dividends in respect of such share.43. The dividend shall be paid only to the registered holder of or his nominee: Unless otherwise directed any dividend may be paid by cheque or warrant send through the registered post to the registered address of the member or person entitled thereto, or in the case of joint holders address of that whose name stands first on the register in respect of the joint-holding or to such person and such address as the member or person entitled or such joint-holders as the case may be may direct, or to his or their banker or to a financial institution nominated by him or them for the purpose.44. Unclaimed Dividends: All dividends unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. No dividend shall be forfeited by the Company.45. Period of payment: The dividend declared by the Company shall be paid within 30 days of the declaration.46. Determination of divisible profit:

14

The divisible profit of the Company shall be determined after charging all the expenses of working and management depreciation on fixed assets and investments, interest and mark-up on loans and after making such adjustments as are necessary under the Ordinance or the generally accepted accounting principles, international accounting standards, guidelines of the Institute of Chartered Accountants of Pakistan etc.

DIRECTORS47. Number of Directors: There shall be not less than seven Directors of the Company. The Directors shall fix the number of elected Directors of the Company not later than thirty five (35) days before the convening of the General Meeting at which directors are to be elected, and the number so fixed shall not be changed except with prior approval of the General Meeting of Company.48. Eligibility of Directors: No person shall be appointed, nominated or elected as a Director of the Company who is ineligible to be nominated, appointed or elected as Director under the Rules, the Code of Corporate Governance and the Listing Regulations of the pertinent StockExchanges at which the Shares / Certificates of the Company may be listed, or on one or more of the grounds enumerated in Section 187, or any other law for the time being in force.49 A. Notwithstanding anything contained in these Articles, not more than 25% of the Directors of the Company shall be appointed from one family, including spouse, lineal ascendants and descendants and brothers and sisters, at any given time.50. First Directors: Following shall be the first Directors of the Company:

Mr. Sohail Saeed Miss Ayesha Shoukat Mr. Javeed Iqbal Mr. Zahid Aslam Mr. Majid Makki Mr. Kashif Saeed Mr. Danish Ahsan

Qualifications of Directors:51. The qualification of a direction shall be the holding of at least one share in his own name unless the provision to Section 187(h) of the Ordinance applies to such Director. In case of directors nominated by the investment Adviser no share qualification will be required.52. Retirement of Directors: First directors shall stand retired at the first annual general meeting of Company and the directors elected at the first annual general meeting or thereafter shall hold office for three years after their election. A retiring director shall continue to perform his functions until his successor is appointed. The retiring directors shall be eligible for re-election..52. Candidate for office of Director must give notice: Any person who seeks to contest an election to the office of the Directors shall, whether he is a retiring Director or otherwise file with the Company, not later than fourteen days before the date of the meeting at which elections are to be held, a notice of his intention to offer, himself for election as a Director, provided that any such person may, at any time before the holding of election withdraw such notice. The

15

notice shall be transmitted by the Company to the members not later than seven days before the date of the meeting.53. Election of Directors: The Directors shall be elected by members of the Company in General Meeting.54. Register of contracts: A Register shall be kept by the Directors in which shall be entered particulars of all contracts or arrangements, and which shall be open to inspection by any member of the Company at the office during business hours.55. Loan of Directors: The Company shall not make any loan or guarantee any loan made to a Director of the Company or to a firm of which such Director is a partner or to a private company of which such director is a member except to the extent permitted by Section 195.56. Election of Chairman: The chairman of the Directors shall be chosen by the Directors from amongst their number at the first Board Meeting following an Election of Directors or at the first Board Meeting following the retirement, resignation, removal or death of the Chairman as the case may be.

WINDING UP57. Distribution of Assets: Subject to the Rules and without prejudice to the rights of the holders of shares and subject to special terms and conditions if any on the winding up and Section 385the assets available for distribution among the members as such be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that as nearly as may be, the losses shall be borne by the members concerned in proportion to the capital paid-up or which ought to have been paid-up at the commencement of the winding-up, on the shares held by them respectively, and if in a winding up assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up to the members in proportion to the shares held by them respectively at the commencement of the winding-up.58. Distribution of Assets in specie: If the Company shall be wound up whether voluntarily or otherwise the liquidators may with the sanction of a Special Resolution divide amongst the contributories in species or kind any part of the assets of the Company and with the like sanction vest any part of the assets of the Company in trustees upon such trusts for the benefit of the contributories or any of them as the Liquidators, shall think fit.

16

Sr. No



Signature


Pakistani IUB, BWP

500


Pakistani IUB, BWP

500


Pakistani IUB, BWP

500


Pakistani IUB, BWP

500



Syed Mujtaba Shah


IUB, BWP



17

PROSPECTUS OF


MANAGED BY:

HUMZA PUBLICATION CORPORATION. For PUBLIC ISSUE OF CAPITAL OF 2,000,000,000 DIVIDED INTO 20,000,000, ORDINARY SHEARS OF RS. 100 EACH AT PAR. THE SUBSCRIPTION LIST WILL “INSHA ALLAH” OPEN AT THE COMMENCEMENT OF BANKING HOURS ON 05th November, 2010 AND WILL CLOSE ON 10th November, 2010. AT THE CLOSING OF BANKING HOURS. LEAD MANAGER:

Mr.: Asif Javeed UNDERWRITTEN BY:

Ideal Food Corporation Ltd.

DATE OF PUBLICATION OF PROSPECTUS IS:

04th November, 2010

THE INVESTORS ARE ADVISED IN THEIR OWN INTERESTS

TO CAREFULLY READ THE CONTENTS OF THE PROSPECTUS

ESPECIALLY THE RISK FACTORS BEFORE MAKING ANY INVESTMENT DECISION.

18

1. APPROVALS AND LISTING ON THE STOCK EXCHANGE

1.1. APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN. Approval of the Securities & Exchange Commission of Pakistan (SECP) as required under Section 57 (1) of the Companies Ordinance, 1984 has been obtained for the issue, circulation and publication of this prospectus. It must be distinctly understood that in giving this approval, the Securities and Exchange Commission of Pakistan does not take any responsibility for the Financial soundness of any scheme or for the correctness of any of the Statements made or opinions expressed with regard to them.

1.2. AUTHORIZATION FOR THE ISSUE. Authorization has been granted under the Companies Ordinance, 1984 for the floatation of the IDEAL FOOD CORPORATION.

1.3. CLEARANCE OF THE KARACHI STOCK EXCHANGE (GUARANTEE) LIMITED The Prospectus of the Ideal Food has been cleared by the Karachi Stock Exchange (Guarantee) Limited in accordance with the requirements under its Listing Regulations. While clearing the Prospectus, the Stock Exchange does not guarantee the correctness of the contents of the Prospectus.

1.4. FILING OF THE PROSPECTUS The Ideal Food Company has filed with the Registrar of the Companies and a copy of this Prospectus signed by all the directors of the Ideal Food Company together with the following documents attached thereto:

Copies of contracts and agreements mentioned in this Prospectus under Section 57(4) of the Companies Ordinance.

Written confirmation of the Auditors, Legal Advisors and Bankers to the Issue, mentioned in this Prospectus Consenting to act in their respective capacity, as required under Section 57(5) of the Companies Ordinance.

Consent of Directors and Chief Executive of the Company to their respective Appointments being made and their having been named or described as such Directors and Chief Executive in this Prospectus as required under Section 184 of the Companies Ordinance.

1.5. LISTING ON THE STOCK EXCHANGE

Application has been made to the Karachi Stock Exchange (Guarantee) Limited for Permission to deal in and for quotation of the share. In accordance with the prescribed “Regulations for Trading in Provisionally Listed Companies” of the Karachi Stock Exchange, it shall stand listed Provisionally for trading and for quotation of its share on that exchange from the Date of publication of

19

Prospectus/ Offer for Sale Document. If for any reason the application for official listing is not accepted by the Karachi Stock Exchange (Guarantee) Limited, the company undertakes to publish immediately in the press a notice to that effect and to forthwith repay the subscription money to the applicants without any surcharge.

1.6. CONDITIONS IMPOSED BY REGISTRAR OF COMPANY. While granting registration to the Food Company, the Registrar Companies and company had, interalia prescribed the following conditions: a. The Company shall make such products as may be required in terms of the prospectus for floatation of companies’ ordinance. b. Subscription in compliance to Section 17(3) of the companies Ordinance, 1984, will be in the nature of permanent investment of Company.c. The Company shall undertake such business as is approved by the Registrar in terms of the prospectus. d. The promoters, sponsors or persons holding controlling interest shall not transfer any shares held by them without the prior permission in writing of the Registrar. e. The company shall furnish its annual audited accounts along with the Directors report to the Registrar immediately on issue of the same to the shareholders. f. No change shall be made in the Company’s major shareholders and directors without prior approval of the Registrar. h. The Food Company shall not engage itself in any business unless it has raised the paid up capital to as prescribed by the Rules. i. The Company shall not disinvest or create encumbrance in favor of any person. j. No change shall be made in the directors of the Company or management of the company except with the prior written consent of shareholders. k. The Company shall not engage in any business, which is of the against the rules of country. l. The objects outlined in the Prospectus shall be achieved and the business operation conducted on the basis of business arrangements and agreements as already approved by Company Ordinance. In case any new arrangement is to be entered into, approval of the Registrar shall be obtained.

2. SHARE CAPITAL AND RELATED MATTERS 2.1. SAARE CAPITAL The total Authorized capital of the company is Rs. 2000,000,000 (two Billion rupees) divided into 20,000,000 shares of Rs. 100 each.

PRESENT ISSUE Now offered 10,000,000 for subscription at par in cash, by full payment on application.

NOTE:

20

i. As per Rule 3(II) (v) of the Companies (Issue of Capital) Rules, 1996, the sponsors shall retain at least twenty five percent (25%) of the capital of the shares for a period of five years from the date of public subscription. ii. As per the Exchange Letter No. KSE/Gen-3950, dated June 02, 2006, share allocated to the RAJ Management Company/ Sponsors to the extent of 50% shall not be saleable for a period of 2 years from the date of public subscription. iii. The SECP has granted relaxation as per Regulation 6(A)6 of the Listing Regulation of Karachi Stock Exchange regarding the public offer of at least 70%, whereas the actual offer size is 50% of the total size of the Company. iv. The shares subscribed by the employees of the Company shall not be saleable for a period of 6 months from the date of public subscription as per Listing Regulation 6(A) 7(ii).2.2. OPENING AND CLOSING OF SUBSCRIPTION LIST:

THE SUBSCRIPTION LIST WILL “INSHA ALLAH” OPEN AT THE COMMENCEMENT OF BANKING HOURS ON 05th November, 2010 AND WILL CLOSE ON 10th November, 2010. AT THE CLOSING OF BANKING HOURS.

2.3. INVESTORS ELIGIBILITY All Pakistani residents, provident fund/trusts, pension/gratuity funds (subject to the terms of their Trust Deed) and corporate entities (to the extent permitted by their constitutive or corporate documents, as the case may be) are allowed to subscribe to the shares offered to the general public. 2.4. MINIMUM AMOUNT OF APPLICATION AND BASIS OF ALLOTMENT OF SHARES. The basis and conditions of allotment to the general public shall be as follows: i. The minimum amount of application for subscription of 100 ordinary shares is Rs. 10,000/-. ii. Fictitious and multiple applications (more than one application per applicant) are prohibited and such application money shall be liable to confiscation under Section 18-A of the Securities and Exchange Ordinance, 1969. iii. Application for shares below the total value of Rs. 10,000/- shall not be entertained. iv. Applications for shares must be made for 100 shares or in multiples of 100 shares only. Applications which are neither for 100 shares nor for multiples of 100 shares shall be rejected. v. If the shares to be offered to the general public are sufficient to accommodate all applications, all applications shall be accommodated.

21

vi. If this Issue is oversubscribed in terms of number of applications, the shares shall be allotted by conducting computer balloting in the presence of the representatives of the Stock Exchanges in the following manner: (i) If all applications for 100 shares can be accommodated, then all such applications shall be accommodated first. If all applications for 100 shares cannot be accommodated, then balloting will be held among the applications for 100 shares only. (ii) If all applications for 100 shares have been accommodated and shares are still available for allotment, then all applications for 200 shares will be accommodated. If all applications for 200 shares cannot be accommodated, then balloting will be conducted among applications for 200 shares only. (iii) If all applications for 100 shares and 200 shares have been accommodated and shares are still available for allotment, then all applications for 300 shares will be accommodated. If all applications for 300 shares cannot be accommodated, then balloting will be conducted among applications for 300 shares only. (iv) If all applications for 100 shares, 200 shares, and 300 shares have been accommodated and shares are still available for allotment, then all applications for 400 shares will be 6 accommodated. If all applications for 400 shares cannot be accommodated, then balloting will be conducted among applications for 400 shares only. (v) After the allotment in the above mentioned manner, the balance shares, if any, shall be allotted in the following manner: 1. If the remaining shares are sufficient to accommodate each application for over 400 shares, then 400 shares shall be allotted to each applicant and the remaining shares shall be allotted on a prorate basis. 2. If the remaining shares are not sufficient to accommodate all remaining applications for at least 400 shares, then balloting shall be conducted for allocation of 400 shares to the successful applicants. vii. If the Issue is oversubscribed in terms of amount only, then the allotment of shares shall be made on the following basis: (i) First preference will be given to applicants who applied for 100 shares; (ii) Next preference will be given to applicants who applied for 200 shares; (iii) Next preference will be given to applicants who applied for 300 shares; and then; (iv) Next preference will be given to applicants who applied for 400 shares; After allotment of the above, the balance shares, if any, shall be allotted on a prorate basis to the applicants who applied for more than 400 shares.

22

e) Allocation of shares will be subject to scrutiny of the applications for subscription. f) Applications, which do not meet with the above requirements or which are incomplete, will be rejected.

2.5. REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS

The Food Company shall take a decision within 10 days of the closure of subscription list as to which applications have been accepted or are successful and refund the money in cases of unaccepted or unsuccessful application within 10 days of such decision as required under the provisions of Section 71 (1) of the Companies Ordinance, 1984. As per sub section (2) of Section 71 of the said Ordinance, if the refund as required by sub section (1) of section 71 of the said Ordinance is not made within the time specified therein, the Directors of the Company shall be jointly and severally liable to repay the money with surcharge at the rate of one and half percent, for every month or part thereof from the expiration of the 15th day and in addition, to a fine not exceeding Rs. 10,000/- and in case of a continuing offence to a further fine not exceeding Rs. 100/- for every day after the said 15th day on which the default continues. Provided that a Director shall not be liable if he proves that the default in making the refund was not due to any misconduct or negligence on his part.

2.6. ISSUE AND DISPATCH OF SHARES The Company will dispatch shares to successful applicants within 30 days of the date of allotment through the respective bankers to the issue in compliance with the requirements of the Karachi Stock Exchange.Shares will be issued either in scrip less form in the Central Depository. System (CDS) or in the shape of physical scrip on the basis of option exercised by the successful applicants. Shares in physical scrip shall be dispatched to banker to the issue for onward delivery to the successful applicants, whereas scrip less shares shall be directly credited through book entries in the respective CDC account of allotters maintained with the Central Depository Company of Pakistan Ltd. 2.7. TRANSFER OF SHARES

2.7.1. Physical Scrips: In terms of the Companies Ordinance, 1984 and Rule 22 of the Companies there are no restrictions on the free transferability of shares where a proper instrument of transfer, duly stamped and executed by the transferor and the transferee has been delivered to the Company along with the relevant shares. 2.7.2. Transfer under Central Depository System: The shares, maintained within the Central Depository System in the book entry form shall be transferred in accordance with the provisions of the Central Depositories Act, 1997 and the Central Depository Company of Pakistan’s Regulations.

23

If the Food Company refuses to register the transfer of any share, it shall, within such time as required under the law, send to the transferee and the transferor notice of the refusal indicating reason for such refusal.2.8. DIVIDEND POLICY The rights in respect of capital and dividends attached to each share would be the same. The Board of Director of the Food Company may from time to time pay to share holders such interim dividend as appear to the Directors to be justified by the profits of the company. No dividend shall be paid otherwise than out of the profits of the company for the year or any other undistributed profits. No unpaid dividends shall bear interest or mark-up against the Company. The dividend will be paid within the period laid down under the Listing Regulation of KSE and in the Companies ordinance 1984. 2.9. MODE OF DISTRIBUTION OF PROFITS

Not less than 90% of the net income in respect of the business activities, (determined after charging the management fee up to 10% and after setting aside the mandatory reserve as per SECP’s Prudential Regulations for Company) is proposed to be distributed at least once in every year to the share holders in proportion to the number of shares held by them. 2.10. ELIGIBILITY FOR DIVIDEND All share holders shall be eligible for any distribution whenever declared. Except to the extent otherwise specified by the Registrar for reasons to be recorded, the new shares shall rank pair passed with existing shares in all matters including the right to such bonus and dividend as may be declared subsequent to the date of issue of such new shares. 2.11. WITHHOLDING TAX ON DIVIDENDS Profit distribution to shares holders, not being a public limited company or an insurance company, shall be subject to withholding tax at 10% under Section 150, read with Division III of Part 1 of the First Schedule of the Income Tax Ordinance. This restriction has been amended in the Budget 2009-10, whereas the Finance Bill proposes to extend the benefit of 5% tax on dividend to all resident companies. After this amendment 10% tax shall apply to individuals, AOPs and non-resident corporate shareholders. 3. UNDERWRITING, COMMISSION, BROKERAGE AND EXPENSES TO THE ISSUE 3.1. UNDERWRITING The present public offer of 10,000,000 shares of Rs. 100 each, offered at a par, has been fully underwritten as under:Underwriter No. of Shares Amount in Rs. Arif Habib Securities Limited 25, 00,000 250,000,000 Habib Bank Limited 25, 00,000 250,000,000Pak Oman Investment Co Ltd 25, 00,000 250,000,000Pak Arab Takaful Co 25, 00,000 250,000,000

24

3.2. UNDERWRITING COMMISSION

The Underwriters have been paid an underwriting commission @ 0.5% on the amount of public issue underwritten by them. In addition a take up commission of 0.5% shall be paid to the Underwriters on the amount of shares actually taken up by them.

3.3. COMMISSION TO THE BANKERS TO THE ISSUE A commission not exceeding 0.5% of the amount collected on allotment in respect of successful applicants of the shares will be paid to the bankers to the issue for services to be rendered by them in connection with this issue. No commission shall be paid to the bankers in respect of shares subscribed by the underwriters by virtue of their underwriting commitments.

4. RISK FACTORS The directors wish to highlight the major factors, which may affect the profitability of the company, these are: 4.1. Changes in Taxation Policy The success of the company, amongst other factors, is dependent upon the privilege of tax exemption by the Government, which is to minimum distribution of 90% of the profit distribution to its share holders. If at any stage, this exemption withdrawn by the Government, the profitability of the Company may be affected. 4.2. Geo-Political Risk The political risk remains the single largest unmitigated risk factor. Any political unrest could undermine the government’s efforts to restore investors’ confidence. At the same time, intense competition for the available business is going to put more pressure on business growth, margins and profits. 4.3. Business Risk Change in the government power policies and any major political or economic turmoil significantly disrupting the industrial or trade activities may affect the business of the Company. This risk is mitigated by the Government support for power generation to captive power plants in the export oriented industry. 4.4. Obsolescence Risk The company is faced with the risk of obsolescence of its equipment however this risk is not very significant as majority of the equipment that the company is acquiring is relatively new. Moreover, the company will in the ordinary course of business continue to replace its old models with newer ones.

4.5. Market Competition The company may face competition from existing competitors mainly leasing companies through their operating lease segment. Company will take distinctive

25

measures in sustaining its market share by expanding into Construction Equipment Rentals and by participating in the infrastructure development projects initiated by the Government. 4.6. Risk of New Entrants The risk of any new entrants in the business is low as it requires extensive Capital investment, Operational and Product Support infrastructure, technical expertise, optimum fleet sizing and database of customers for marketing and sales purposes. These combinations of factors are a significant deterrent for any new player to enter this market. The risk has also been mitigated by the Sponsors of the Company, who possess comprehensive track record in successfully running rental business. 4.7. Financial Risk The major financial risk of the business is the recovery of the Equipment at the end of the Rental term from its customer. This risk is mitigated by the fact that the Equipment is rented along with the Operator ensuring proper usage and speedier and timely recovery. Moreover in extreme situations involving legal proceedings, Company’s access to banking courts will enable quicker recovery of Rented Equipments. 4.8. Liquidity Risk Investors face possible risk of not being able to sell their shares on the secondary market without adversely affecting the price. This risk is mitigated by the fact that the shares will be listed on the KSE, which will enhance the liquidity of the shares by facilitating secondary market trades. 5. Directors of the Company:

First Directors: Following shall be the first Directors of the Company: Mr. Sohail Saeed Miss Ayesha Shoukat Mr. Javeed Iqbal Mr. Zahid Aslam Mr. Majid Makki Mr. Kashif Saeed Mr. Danish Ahsan

5.1. Qualifications of Directors:The qualification of a direction shall be the holding of at least one share in his own name unless the provision to Section 187(h) of the Ordinance applies to such Director. In case of directors nominated by the investment Adviser no share qualification will be required.5.2. Retirement of Directors: First directors shall stand retired at the first annual general meeting of Company and the directors elected at the first annual general meeting or thereafter shall hold office for three years after their election. A retiring director shall continue to perform his functions until his successor is appointed. The retiring directors shall be eligible for re-election..

26

5.3. Candidate for office of Director must give notice: Any person who seeks to contest an election to the office of the Directors shall, whether he is a retiring Director or otherwise file with the Company, not later than fourteen days before the date of the meeting at which elections are to be held, a notice of his intention to offer, himself for election as a Director, provided that any such person may, at any time before the holding of election withdraw such notice. The notice shall be transmitted by the Company to the members not later than seven days before the date of the meeting.

5.4. Election of Directors: The Directors shall be elected by members of the Company in General Meeting.

6. MISCELLANEOUS 6.1. NAME OF COMPANY

IDEAL FOOD CORPORATION LIMITED 6.2. PRINCIPAL PLACE OF BUSINESS 21/3, Sector 22, Industrial Area, Sahiwal. 6.3. FOOD COMPANY & ITS REGISTERED OFFICE Industrial area 786_khanewal road Multan.Fax: 5066915 – 16 Web: www.idealfood.com 6.4. BANKERS TO THE COMPANY

Habib Bank Ltd Faysal Bank Ltd 6.6. BANKERS TO THE ISSUE

Faysal Bank Limited Habib Bank Limited Al Falah Bank Limited KASB Bank Limited MCB Bank Limited Oman International Bank Soneri Bank Limited

6.7. AUDITORS TO THE IDEAL FOOD CORPORATION LIMITED.

M/S Tanveer M Khan & Co. Chartered Accountants

6.8. LEGAL ADVISOR OF FOOD COMPANY

M/S Khalil Ahmed Siddiqui Advocate High Court

27

6.10. CONSULTANT TO THE ISSUE Arif Habib Securities Limited 2/1, R.Y 16 Old Queens Road Karachi Phone: 111-468-378 Fax: (021) 247 0496 33

MEMORANDUM OF ASSOCIATIONOF


7. The name of the Company is:IDEAL FOOD CORPORATION LTD

8. The registered office of the Company will be situated in LAHORE.9. The objects for which the Company is established are:

Provide a wide range of Milk products and other food items with the intention to provide quality products to eat

A To promote environmentally and socially responsible food production, to encourage the development of community based local food economies and interactive links between producers and consumers.

B To carry on any other trade or business whatsoever which can, in the opinion of the Company, be advantageously carried on by the Company in connection with or ancillary to any of the general business of the Company or is calculated directly to benefit the company or enhance the value of or render profitable any of the Company's property or rights or is required by any customers of or persons dealing with the Co-operative

C To purchase, take on lease or in exchange, hire or otherwise acquire and hold for any estate or interest any lands. Buildings easements, rights, privileges, concessions, patent rights, licenses, secret processes. Property of any kind necessary or convenient for the purpose of or in connection with the Co-operative's business or any branch or department thereof

D To erect, construct lay down, enlarge, alter and maintain any shops, stores, factories, buildings, works, ways, plant and machinery necessary or convenient for the Company's business, and to contribute to or subsidise the erection, construction and maintenance of any of the above.

E To borrow or raise or secure the payment of money for the purpose of or in connection with the Company's business, and for the purpose of and in connection with the borrowing or raising of money by the Company to become a member of any building society.

F To mortgage and charge the undertaking and all or any of the real and personal property and assets, present or future, and to issue at part or at a premium or discount, and for such consideration as may be thought fit debentures and debenture stock, either permanent or repayable, and collaterally or further to secure any securities of the Company by a trust deed or other assurance.

G To issue and deposit any securities which the Company has power to issue by way of mortgage to secure any sum less than the nominal amount of such securities and also by way of security for the performance of any contracts or obligations of the Company or of its customers or other persons or

28

corporations having dealings with the Company, or in whose business or undertaking the Company is interested, whether directly or indirectly

H To receive money on deposit or loan upon such terms as the Company may approve and to guarantee the obligations and contracts of customers and others.

I To draw, make, accept, endorse, negotiate, discount and execute promissory notes, bills of exchange and other negotiable instruments.

J To invest and deal with the monies of the Company not immediately required for the purpose of its business in or upon such investments or securities and in such manner as may from time to time be determined provided that such investments further the aims of the co-operative and are made with due regard to social criteria.

K To accept payment of any property or rights sold or otherwise disposed of or dealt with by the Company, either in cash, by installments or otherwise, or in fully or partly paid up shares of any company or corporation, with or without deferred or preferred or special rights or restrictions in respect of dividend, payment of capital. Voting or otherwise. or in debentures or mortgage debentures or debenture stock. mortgage or other securities of any company or corporation, or partly in one mode and partly in another, and generally on such tens as the Company may determine, and so hold, dispose of or otherwise deal with any shares, stocks or securities so acquired.

L To enter into any partnership or joint-purse arrangement or arrangement of sharing profits, union of interest or co-operation or amalgamate with any company, firm or person carrying on or proposing to carry on any business within the objects of the Company, and to acquire and hold, sell, deal with or dispose of shares, stock, or securities of any such company, and to guarantee the contracts or liabilities of, or payment of the dividends, interest or capital of any shares, stock or securities of and to subsidise or otherwise assist any such company.

M To establish or promote or concur in establishing or promoting any company the promotion of which shall be in any manner calculated to advance directly or indirectly the objects or interests of the Company, and to acquire and hold or dispose of shares, stock or securities of and guarantee the payment of dividends, interest or capital of any shares, stock or securities issued by or any other obligations of any such company.

N To make any charitable donation either in cash or assets which the Company may deem expedient.

O To purchase or otherwise acquire and undertake all or any part of the business, property, assets, liabilities and transactions of any person, firm or company carrying on any business which this Co-operative is authorized to carry on.

P To sell, improve, manage, develop, turn to account, exchange, let on rent, royalty, share of profits or otherwise, grant licenses, easements and other rights in or over, and in any other manner deal with or dispose of the undertaking and all or any of the property and assets for the time being of the Co-operative for such consideration as the Company may think fit.

Q To obtain, acquire and purchase all necessary permits, licenses or trade marks required for the purpose of enabling the Co-operative to carry on its said business upon such terms and conditions as it may think fit.

In carrying out the aforesaid objects the Company shall have regard to promoting the physical, mental and spiritual well-being of the community.And it is hereby declared that the objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be independent main objects and shall be in no wise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company.

29

10. The liability of the members is limited.11. The total capital of the company is Rs. 2000,000,000 (two Billion rupees) divided

into 20,000,000 shares of Rs. 100 each.12. In the event of winding up or dissolution the Liquidator shall first, according to

law, use the assets of the Co-operative to satisfy, its debts and liabilities. Any balance of assets remaining must not be distributed among the members of the Co-operative but shall be transferred by the Liquidator to such Common Ownership enterprises having objects similar to or compatible with the objects of the Co-operative and which shall prohibit the distribution of its or their income among its or their members to an extent at least as great as is imposed on the Co-operative under clause 4 hereof, or such central funds maintained for the benefit of Common Ownership enterprises as may be determined by the members at or before the time of winding up or dissolution or insofar as the assets are not transferred shall he held for charitable purposes. This clause may only be changed by the unanimous vote of all members.

Sr. No



Signature


Pakistani IUB, BWP

500


Pakistani IUB, BWP

500


Pakistani IUB, BWP

500


Pakistani IUB, BWP

500



Syed Mujtaba Shah


IUB, BWP



IDEAL FOOD CORPORATION LTD(Company limited By Share)

30

.

31

APPLICATION AND ALLOTMENT INSTRUCTIONS1. Name(s) and address (es) must be written in full, in block letters, in English and should not be abbreviated. All applications must bear the signature(s) and address (es) corresponding with that recorded withthe bank in that account. In case of difference of signature with the bank and the National Identity Card (“NIC”), both the signatures should be affixed on the application form.2. APPLICATION MUST BE MADE ON THE COMPANY’S PRINTED FORM OR A LEGIBLE PHOTOCOPY THEREOF.3. The applicants opting for scrip less form of security are required to complete the relevant Section of the application. In case of discrepancy between the information provided in the application form and theinformation already held by CDS, the Company reserves the right to issue the share certificates in the physical form.4. An Attested copy of National Identity Card (“NIC”) should invariably be enclosed and the number indicated against the name of applicant, except in case of the applications filed by the InvestmentCorporation of Pakistan on behalf of its account holders/investors. Copy of the National Identity Card can be attested by any Federal/Provincial Government gazetted officer, Councilor, Bank Manager, OathCommissioner or Head-Master of High School etc. Original National Identity Card, along with one attested photocopy, must be produced for verification to the branch at the time of presenting an application.The attested photocopy will, after verification, be retained by the bank branch along with the application.5.i) Application for shares must be made for 500 or in multiples of 500 shares only. Applications, which are not in multiples of 500 shares, shall be rejected. Application of shares below the value of Rs.5000/-shall not be entertained.ii) Jumbo Certificates will be issued in accordance with the shares applied to those successful applicants who have opted for share in the form of physical certificates..iii) Fictitious and multiple (more than one) applications are prohibited and such application money shall be liable to confiscation under Section 18-A of the Securities and Exchange Ordinance, 1969.6.i) Subscription money must be paid by cheque drawn on applicant’s own account.ii) All applications must bear the signature and address corresponding with that recorded with the bank in the applicant’s account.iii) Only one application will be accepted against each account. In case of joint accounts, one application may be accepted in the name of a person shown as minor in the records of the bank.7. Copies of the Prospectus and application forms can be obtained from members of the Karachi Stock Exchange (Guarantee) Limited, the Bankers to the Issue and their designated branches and the RegisteredOffice of the Company.8. Remittance for the full amount of shares at Rs.10/- per share must be forwarded to any one of the Bankers to the Issue named in the Prospectus. Payments should be in the form of cheques or drafts drawnpayable to any one of the Bankers of the Issue “A/C AMZ VENTURES LIMITED” and crossed, “A/C Payee Only” and must be drawn on a bank in the same town as the bank to which the application form has

32

been sent.9. Applications are not to be made by minors, persons of unsound mind or firms or trusts. Applications made by companies and corporate bodies must be accompanied by a copy of their Memorandum andArticles of Association or an equivalent instrument. Where applications are made by virtue of Power of Attorney, the Power of Attorney or notarially certified copy must be lodged with the application.Applications by foreign nationals and non-resident companies shall be accepted subject to existing laws and provided the subscription amount is paid by means of a remittance through banking channels orthrough other means permitted by the State Bank of Pakistan.10. Joint applications from more than four persons will not be accepted. In case of joint applications each party must sign the application form and submit copies of attested National Identity Cards. The sharecertificates will be dispatched to the person whose name appears first on the application form while in case of CDS, it will be credited to the respective CDS account and where any amount is refundable, inwhole or in part, the same will be refunded by cheque and by post, or through the bank where the application was tendered, to the person named first on the application form, without interest, profit or return.11. Banks are not allowed to make application for 500 shares on account of their constituents. Such applications will be made by the subscriber himself, complete in all respects and shall be certified by the BankManager as provided in the application form. Share certificates in respect of such applications shall be issued in the name of the applicant and sent to the postal address stated in the application form or to thebank through which the application was tendered, while in the case of CDS, it will be credited to the respective CDS account. These shall not be issued in the name of Banker.12. Applications for above 500 shares may be made by banks on behalf of their constituents but must contain all the information in respect of each constituent on the application. All such applications made bybanks must also be certified by the Bank Manager concerned as provided in the application form. Share certificates in respect of such applications will be made in the name of banks on account of the constituentand the relevant share certificates and advice for refunds will be sent to the bank concerned.13. No receipt will be issued for payment made with the application but an acknowledgment will be forwarded in due course either by issuance of share certificate in whole or in part or by return of the moneypaid with the applications lodged with them. The bankers to the issue will issue provisional acknowledgment for applications lodged with them. No interest or profit will be payable in respect of the refundedamount.14. It would be permissible for a bank to refund subscription money to unsuccessful applicants having an account in that bank by crediting such account instead of remitting the same by cheque, pay order orbank draft. Applicants should therefore, not fail to give their bank account numbers.15. Transfer of shares to successful applicants shall be made in accordance with the instructions of the Securities & Exchange Commission of Pakistan.

33

16. Applications will be subject to pre-ballot as well as post-ballot scrutiny. Applications which do not meet with the above requirements or applications which are incomplete will be rejected. Subscriptionmoney in respect of rejected applications shall not be refunded without the approval of the Securities & Exchange Commission of Pakistan.17. In case of application made by a banker or recognized Stock Exchange member, the banker or member shall obtain the certificate from the applicant(s) in terms of paragraph 12 of the application form andforward the same in original to the bank with the application.18. Making of any false statement in the application or willfully embodying incorrect information therein will make the applicant or the bank liable to legal action.19. The basis and conditions of allotment:(a) Application for shares below the total value of Rs. 5,000/- shall not be entertained.(b) The minimum amount of application for subscription of shares is Rs. 5,000/-(c) Fictitious and multiple (more than one) applications are prohibited and such application money shall be liable to confiscation under Section 18-A of the Securities and Exchange Ordinance, 1969.(d) Application must be made for shares of the total value of Rs. 5,000/- or in multiples thereof.(e) If the shares to be issued to the general public and the employees of the Company are sufficient for the purpose, all applications shall be accommodated.(f) If the offer is oversubscribed in terms of number of applications and amount, the shares will be allotted by computer balloting in the presence of representative (s) of KSE in the following manner:I. If all applications for 500 shares can be accommodated, then all such applications shall be accommodated first. If all applications for 500 shares cannot be accommodated then balloting will beconducted among applications for 500 shares only.II. If all applications for 500 shares have been accommodated and shares are still available for allotment, then all applications for 1,000 shares shall be accommodated. If all applications for 1,000 sharescannot be accommodated then balloting will be conducted among applications for 1,000 shares only.III. If all applications for 500 shares and 1,000 shares have been accommodated and shares are still available for allotment, then all applications for 1,500 shares shall be accommodated. If all applicationsfor 1,500 shares cannot be accommodated then balloting will be conducted among applications for 1,500 shares only.IV. If all applications for 500 shares, 1,000 shares and 1,500 shares have been accommodated and shares are still available for allotment, then all applications for 2,000 shares shall be accommodated. If allapplications for 2,000 shares cannot be accommodated then balloting will be conducted among applications for 2,000 shares only.V. After the allotment in the above mentioned manner, the balance shares, if any, shall be allotted in the following manner:VI. If the remaining shares are sufficient to accommodate each application for over 2,000 shares, then 2,000 shares shall be allotted to each applicant and the remaining shares shall be allotted on proratebasis.

34

VII. If the remaining shares are not sufficient to accommodate all the remaining applications for at least 2,000 shares, then balloting shall be conducted for allocation of 2,000 shares to the successfulapplicants.(g) If the offer is over subscribed in terms of amount only, then the allotment of shares shall be made on the following basis:I. First preference will be given to the applicants who applied for 500 shares;II. Next preference will be given to the applicants who applied for 1,000 shares;III. Next preference will be given to the applicants who applied for 1,500 shares; and then;IV. Next preference will be given to the applicants who applied for 2,000 shares;After allotment of the above, the balance shares, if any, shall be allotted on a prorate basis to the applicants who applied for more than 2,000 shares.(h) In case of under subscription of the offer under preferential allocation to employees of the Company, the under-subscribed shares will be offered to general public if the public offer is oversubscribed.(i) Allotment of shares will be subject to scrutiny of applications for subscription of shares.(j) Applications, which do not meet with the above requirements, or applications, which are incomplete, will be rejected.20. The Company will dispatch share certificates to successful applicants though their bankers to the offer or credit to the respective CDS accounts to the successful applicants based on the option exercised bythe applicant within thirty (30) days of allotment.21. CODE OF OCCUPATION01 BUSINESS 02 BUSINESS EXECUTIVE03 SERVICE 04 HOUSEWIVES05 HOUSEHOLD 06 PROFESSIONAL07 STUDENT 08 AGRICULTURIST09 INDUSTRIALIST 10 OTHERS22. BANKERS TO THE ISSUECode No. Banks01 First Dawood Investment Bank Limited02 Habib Bank Limited03 Jahangir Siddiqui Investment Bank Limited04 KASB Bank Limited05 Metropolitan Bank Limited06 Muslim Commercial Bank Limited

35

Documents

Memorandum of Association Of