Vri 0.(y.4 e) 4tzt1. -mow CUO. k Pt

Save this PDF as:
 WORD  PNG  TXT  JPG

Size: px
Start display at page:

Download "Vri 0.(y.4 e) 4tzt1. -mow CUO. k Pt"

Transcription

1 FIMCOTEX INDUSTRIES P1' 66)a RNoaceA ` ^-er c-4-'41/ s.1)79:- PRIVATE LIMITED AAte el E3 cvmou9v-1 DOCF) Ref No. FIMCOTEX/NEPRA/2013/001 Date: The Registrar National Electric Power Regularity Authority Islamabad. SUBJECT: APPLICATION FOR A GENERATION LICENSE Dear Sir, I, Zia Ur Rehman, Director, being the duly authorized representative of Fimcotex Industries (Pvt.) Ltd by virtue of Resolution passed by Board of Directors dated: , hereby apply to the National Electric Power Regularity Authority for the grant of a Generation License to Fimcotex Industries (Pvt.) Ltd pursuant to Section 3(1) of the Regulation of Generation, transmission and Distribution of Electric Power Act, I certify that the documents-in support attached with this application are prepared and submitted in conformity with the provisions of the National Electric Power Regularity Authority licensing (Application and Modification Procedure) Regulation, 1999, and undertake to abide by the terms and provisions of the above said regulations. I further undertake and confirm that the information provided in the attached documents-insupport is true and correct to the best of my knowledge and belief. Enclosed herewith Demand Draft of Rs. 243, (Rupees: Two hundred firty three thousand nine hundred sixty eight only) vide No dated: of MCB Bank Limited being the Non-Refundable License Application Fee calculated in accordance with Schedule II to the National Electric Power Regularity Authority Licensing (Application and Modification Procedure) Regulation, 1999 is also attached herewith Yours truly Vri 0.(y.4 e) L (-7 (Zia Ur Rehman) Director 1)(R9 Plb( Z) 4tzt1 -mow CUO k Pt HEAD OFFICE: Suite No.101, Fortune Center, P.E.C.H.S (Nursery) Shahrah-e-Faisal Karachi, Pakistan LAND LINE NO: (3 Lines) Fax No:

2 PAY TO I-1 - Cont. No.: Branch:KARACHI NURSERY (PECHSI-0042 Demand Draft No.: AUG-I3 Payee's A/c. Only Not Over: PKR ** Date: CffICRIDIER N. ATIONAL ELEC POWER REGULARITY 407H-0.1t, Serial No. PRA UPEES TWO HUNDRED FORTY-THREE THOUSAND NINE HUNDRED the sum of PKR243,968.00** 01,1 4-e /;://l/ C 0 IgK h ot.i.cr/z/e - Pbif Utz For MCB BANK LIMITED To: MCB BANK LIMITED ISLAMABAD MAIN CIVIC CENT No. 65/ Auth Authonzed Signatory,012)21,

3 FIMCOTEX INDUSTRIES PRIVATE LIMITED EXTRACTS OF THE MEETING OF THE BOARD OF DIRECTORS OF FIMCOTEX INDUSTRIES (PVT.) LIMITED HELD ON 21ST JUNE ) "RESOLVED that Mr. Muhammad Usman and Mr. Chaudhary Zia Ur Rehman are hereby authorized to complete all the formalities to deal / submit /sign documents for submission to the National Electric Power Regulatory Authority for Power Generation for the project of the Company or to authorize on the behalf Mr. Khursheed Jamali of ME CONSULTANT PVT LIMITED. 2) "RESOLVED that Mr. Muhammad Usman and Mr. Chaudhary Zia Ur Rehman are also authorized to deal with the Sui Southern Gas Company Limited for getting sanction of gas load for POWER GENERATION and also to deal with the PEPCP / HESCO for getting LOI and executing / signing of POWER PURCHASE AGREEMENT for the proposed project of the Company." The specimen signature 464,11 COMP NY SECRell-A 4, rite bove named personnel are given below:- I MUHAMMAD USMAN CHAUDHARY ZIA UR REHMAN HEAD OFFICE: Suite No.101, Fortune Center, P.E.C.H.S (Nursery) Shahrah-e-Faisal Karachi, Pakistan LAND LINE NO: (3 Lines) Fax No:

4 77 Ilr 7,11, Iry THE COMPANIES ORDINANCE 1984 (PRIVATE COMPANY LIMITED BY SHARES) MEMORANDUM AND ARTICLES OF ASSOCIATION FIMCOTEX INDUSTRIES (PRIVATE) LIMITED Ph: , Fax: I

5 SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN COMPANY REGISTRATION OFFICE (COMPANY REGISTRATION CELL) CERTIFICATE OF INCORPORATION [Under section 32 of the Companies Ordinance, 1984 (XLVII of 1984)] Corporate Universal Identification No hereby certify that FIMCOTEX INDUSTRIES (PRIVATE) LIMITED is this ciav incorporated under the Companies Ordinance, 1984 (XLVII of 1984) and that the company is limited by shares. cz cz and Eight Given under my hand at Islamabad this 23rd day of September Two Thousand r Fee Rs. 7,65,200/ mad Younus) egistrar of Companies

6 1 THE COMPANIES ORDINANCE, 1984 COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF FIMCOTEX INDUSTRIES (PRIVATE) LIMITED 1. The name of the Company is "FIMCOTEX IDUSTRIES (PRIVA LIMITED". II. The Registered Office of the Company will be situated in the Province of SINDH, Pakistan III. The objects for which the Company is established are all or any of the following: 1. To takeover the running business together with all assets and liabilities of Fimcotex Industries a partnership concern against issue of fully paid shares. 2. To set up, install, own, manage, operate and run an industrial undertaking for the yarn spinning and to undertake all such activities as are concerned therewith or ancillary thereto and to sell and deal in or outside Pakistan. 3. To own, establish, manage and run textile mills, spinning and weaving mills, knitting mills, cotton ginning pressing and baling factories, dyeing mills, bleaching mills, calendaring mills, finishing and mercerising mills, printing mills, other works and factories for the manufacture of cotton, silk, art-silk, woolen rayon, polyester, polyamide, polypropylene, acrylic, yarn and fabrics, other fibrous and synthetic material and their products and byeproducts. 4. To manufacture and sell garments, apparels, textile made-up stitched and unstitched cloth. 5. To cultivate buy, sell and deal in raw or finished cotton, wool, jute, silk, artificial, silk and other fibrous substances and to prepare, clean, press and pack the same and sell the materials so manufactured. 6. To carry on the business as manufacturers, producers, importers exporters, stockists and otherwise dealers in Raw Cotton and / or man made fiber, textile machinery, yarn, cloth and fabrics, hosiery, garments, towels and other made ups of all and every description and allied articles To carry on the business of buyers and sellers and dealers, exporters, importers, whether in wholesale or retail of cotton and cloth, linen, silk, artificial silk, rayon, flax, hemp, jute, wool and other fibrous substances, of cloth and textile fabrics of all kinds. To carry on the business of spinning, weaving, dyeing and finishing mills in cotton, silk, artificial silk, rayon wool, hemp, jute, flax and any other fibrous substance.

7 9. 2 To carry on all or any of the following business, that is to say the business of cotton silk, rayon, flax, hemp, jute, worsted and woolen merchants, yarn merchants, cotton ginners and doublers; combers, wool combers, worsted stuff manufacturers, Silk and artificial silk mercers; hosiers and carpet markers, flax hemp and jute manufacturers. 10. To import, export, stock, manufacture or otherwise dea in all sports of fiber, yams and/or cloth and fabrics whether cotton, woolen, silken, art-silk, rayon, nylon, polyester, polyamide, acrylic, polypropylene, jute or any other fib synthetic material and all sorts of handloom products, hosiery yarn and goods, tapestry 'lettings and carpets of all varieties and descriptions. 11. To manufacture, deal, bleach, calendar, mercerize, dye, print sell, imp process, bale finish, all types of hosieries, knitwears and other materials fabrics, mats, furnishings made from cotton, rayon, nylon, mylow woo silk, synthetic fibers, stable fibers, jute, leather, flax, hemp, hessian linen other materials; and to handle or deal in spinning mills, weaving mills or any other factories for pressing ginning, carding, combing, scouring curing colouring, vending, spinning, doubling, mixing, processing, twisting, throwing bleaching, mercerizing, printing, dyeing or finishing of any textiles of any description and kind. To work as a trading house importing and exporting goods or trading various 12. items. To carry on business of manufacturing or dealing in all types of packing 13. materials To work as contractors. 15. To work as ship breakers and traders in iron and steel products. To manufacture and sell or deal in pharmaceuticals, chemicals, paints and varnish. 16. To carry on business of consultants and advisers to industries running above 17. mentioned businesses. To go in for, buy or otherwise acquire and use any patent design, copyright, 18. licenses, concession, convenience, innovation, inventions, trade marks, or process, rights, or privileges, plants, tools or machinery and the like in Pakistan or elsewhere, which may for the time being appear to be useful or valuable for adding to the efficiency or productivity of the Company's work or business, as permissible under the law. To acquire and carry on all or any part of the business or property and to 19. undertake any liabilities of any person, firm, association or company's possession of property suitable for any of the purposes of the Company or and carrying on any business which this Company is authorized to carry on and in consideration of the same, to pay cash or to issue shares of the Company. To enter into arrangements with the government or authority.supreme, municipal, 20. district local or otherwise) or any corporation, company, or persons that may seem conducive to the Company's objects or any of them and to obtain from any such government, authority, corporation, company or person any charters, contacts, rights, privileges and commission which the Company may think desirable and to carry on exercise and comply with any such charters, contracts, decrees, rights, privileges and concessions.

8 3 21. To enter into partnership. To amalgamate, or merge moveable with immoveable and / or to buy on all interests, assets, liabilities, stocks, or to make any arrangement for sharing profits,. union of interests, co-operation, joint-venture, reciprocal concession or otherwise with any person, firm or company carrying on or proposing to carry on any business which this Company is authorized to carry on or which is capable of being conducted so as directly or indirectly to benef this Company and to have local / foreign collaborations and to pay royalt ese technical fees to collaborators subject to the provisions of the Com Ordinance, To establish, promote or assist in establishing or promoting and subscrib 22. become a member of any other company, association or club whose object similar or in part similar to the objects of this Company or the establishment promotion of which any be beneficial to the Company, as permissible under the law. To act as dealers, traders, commission agents, brokers, mercantile, construe 23. agents, distributors, stockists, importers, shipping, clearing and business forwarding agents, selling agents, service agents, indenting agents, advertising agents, representatives of commercial, industrial, agricultural and manufacturing concerns. To open accounts with any bank or banks and to draw, make, accept, endorse, 24. execute, issue, negotiate and discount cheques, promissory notes, bills of Exchange, bills of lading, warrants, deposit notes, debentures, letters of Credit and other negotiable instruments and securities. To borrow money by means of loans from commercial banks, government or 25. other financial institutions directors, private individuals and share holders in such manner as the Company may think fit and in particular by issue of debentures, perpetual or otherwise convertible into shares or non convertible of this or any other company or perpetual annuities and as security for any such money so borrowed, or received and to mortgage, pledge or charge whole or any part of the property, assets or revenue of the company, present or future by special assignment or otherwise to transfer or convey the same absolutely or in trust and may seem expedient and to purchase, redeem or payoff any such secures. To sell or otherwise dispose off the whole or any part of the undertaking of the 26. Company, either together or in portions for such consideration as the Company may think fit and in particular, for shares, debentures stock or securities of any company purchasing the same. To pay all costs, charges, and expenses preliminary or incidental incurred in 27. formation or about the promotion and establishment of the Company and to remunerate any person, firm or company for services rendered or to be rendered in or about the formation or promotion of, the Company or the conduct of its business. To give any servant or employee of the Company commission in the profits of the 28. Company's business or any branch thereof and for the purpose to enter into any agreement or scheme of arrangement as the Company may deem tit and to procure any servants or employees of the Company to be insured against risk of accident in the course of their employment with the Company. 29. To establish and support or aid in the establishment and support of associations, institutions, funds, and conveniences calculated to benefit person who are or have been directors of or who have been employed by or who are serving or have

9 4 served the Company or any other company which is a subsidiary or associate of the Company or the dependents or connections of such person and to grant pensions, gratuities, allowances, relieves and payment in any other manner calculated to benefit the person described herein. 30. To distribute any of the Company's property and assets.among the members in specie or in any manner whatsoever in case of winding up of the Company. 31. To guarantee the performance of the contract and obligation of the Company in relation to the payment of any loan, debenture, stock bonds obligations o securities issued by or in favor of the Company or a loan advanced to an person or company as may be considered necessary whether directly or to carry on or advance the business of the Company and to guar performance or return of such investments. 32. To carry out joint ventures agreements with other companies or countri the scope of the objects of the Company. 33. To cause the Company to be registered or recognized in any foreign country. 34. To do and perform all other acts and things as are incidental or conducive to the attainment of the above objects or any of them. 35. To apply for and obtain necessary consents, permissions and licenses from any government, state, local, and other authorities for enabling the Company to carryon any of its objects into effect as and when required by law. 36. It is declared that notwithstanding anything contained in the foregoing objects clauses of this Memorandum of Association nothing contained therein shall be construed as empowering the Company to undertake or to indulge in business of banking company, banking financial leasing, investment, managing agency or insurance business directly or indirectly as restricted under the law or any unlawful operation. 37. Notwithstanding any thing stated in any object clause, the Company shall obtain such other approval or license from competent authority, as may be required under any law for the time being in force, to undertake a particular business. 38. The Company shall not engage in banking, business of any investment company, leasing company and insurance or any unlawful business and that nothing in object clauses shall be construed to entitle it to engage in such business, directly or indirectly. The Company shall not launch multilevel marketing, pyramid and ponzi schemes. 39. To generate, utilize electricity and all other forms of energy, products or services associated therewith for own consumption, and transmit, distribute or supply an excess capacity exits there to in such manner as may be deemed feasible to sell and deliver the electricity thus generated. IV. The liability of the member is limited. V. The Authroized Capital of the Company is Rs. 300,000,000/- (Rupees Three Hundred Million Only) divided into Rs.3,000,000 (Three Million Only) ordinary shares of Rs. 100/- (Rupees Hundred) each, with the power to increase, reduce consolidate sub-divide or otherwise re-organize the share capital in accordance with the provision of Companies Ordinance, 1984 and subject to any permission required under the law.

10 5 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 number of shares in the Capital of th Company set opposite our respective names: Name and Surname (Present & Former) in Block Letter / CNIC # MR. MUHAMMAD FAROOQ Father's / Husbands Name in Full MUHAMMAD ISIIAQ Nationality Occupation with any Former Nationality Residential Address in Full PAKISTANI TRADING HOUSE BUSINESS NO.A-9, MEMON SOCIETY HYDERBA D No. of Shares 01 (ONE ONLY) t Y MR. MUHAMMAD IKHLAQ MR. MASOOD PERVEZ HAJI MUHAMMAD FAROOQ HAJI MUHAMMAD FAROOQ PAKISTANI TRADING HOUSE BUSINESS NO.A-9, MEMON SOCIETY HYDERBA D PAKISTANI TRADING HOUSE BUSINESS NO.A-9, MEMON SOCIETY HYDERBA D 01 - sd - (ONE ONLY) 01 - (ONE ONLY) TOTAL NO. OF SHARES TAKEN (THREE ONLY) 03 Dat,._!d the 2"d day of September Witness to above signatures. GUL MUHAMMAD S/o jamal Muhammad (Full Name, Father's/ Husband's Name in block letters) CNIC # Address: House No. C-1243 Khawaja Chowk. Hyderabad -sd- Signature Certified tr * Copy (a"--- -2,1.ir Def.": t i:31; Jar of Companies Occupation (Private Service)

11 1 THE COMPANIES ORDINANCE, 1984 PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION 9 OF FIMCOTEX INDUSTRIES PRIVATE LIMITED '4, Q rig1 ge comt6ss 1. Subjects hereinafter provide the regulations contained in Table "A" in the first schedule of the Companies Ordinance 1984 (hereinafter referred to as Table "A") shall apply to the Company. 2. Regulations 2,3,4,10,11,19,23,25,27,41 to 43,45 to 47 52,76,77 and 78 of Table "A" shall not apply to the Company and the clauses hereinafter contained shall be applicable. 3. The marginal notes hereto shall not effect the construction hereof and in these clauses if not inconsistent with the subject or context, the words standing in the first column of the Table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof. Words "The act of" The said Ordinance" "The Board" "The Company" "The Directors" "Dividend" "Month" "The Office" "Member" "Promoter" "Proxy" "The Register" Meanings The Companies Ordinance 1984 or any modification or re-enactment thereof for the time being. The Board of Directors of the Company for the time being. means FIMCOTEX INDUSTRIES (PRIVATE) LIMITED. The Directors of the Company for the time being. Dividend includes bonus. The Calender month according to the English Calender. The Registered Office for the time being of the Company. Means the promoters and the other members of the Company registered on the Register. Promoters shall be the initial subscribers of the Company. Proxy includes Attorney duly constituted under Power of Attorney. Unless the context otherwise required the Register of members to be kept pursuant to 147 of the Ordinance.

12 _ Snecial Resolution" 2 The meaning assigned in clause (36) of Section 2 of the Ordinance. "in writing" and "written" includes printing lithography, typewriting and other modes of representing words in visible forms. Words importing the Singular number includes the plural number and vice versa. 0 gkeagrlasct rh Words importing the masculine gender include the feminine gender. cs=. ;,--' '..,- Unless the context otherwise requires words expressions in these Articles sh. 43e... meaning as in the Ordinance or any statutory modification thereof in f op at. Sallie 0 date at which these Articles becomes binding on the Company. E;pe ore. 121:7 'rnge Cool PRIVATE COMPANY 4. The Company is a private Company within the meaning of sub section 28 of section 2 of the Companies Ordinance 1984 and accordingly (1) no invitation shall be issued to the public to subscribe for any share, debenture or debenture stock of the comany: (2) the number of members of the company (exclusive of members in the employment of the company) shall be limited to fifty, provided that for the prupose of this provision when two or more person jointly hold one or more shares ion the company, there shall be treated as a single members and (3) the right to transfer shares in the Company is restricted in the manner and to the extent hereinafter appearing. 5. The Capital of the Company is Rs.300,000,000/- (Rupees Three Hundred Million only) divided into 3,000,000 (Three Million only) ordinary shares of each, with powers to increase or reduce the capital. Rs.100/- (Rupees Hundred) None of the funds of the Company shall be applied in the purchase of or lent on the share of the Company except to the extent allowed by section 95 of the Companies Ordinance Subject to these Articles, the shares in the capital of the Company for the time being shall be under the control of the Directors who may allot and dispose of the same or any of them to such persons on such proportions and on such terms and conditions and at par or premium as they may, form time of time think fit and proper. TRANSFER AND TRANSMISION Any member desiring to sell any of his share must notify the Board of the number of shares, the market price and name of the proposed transferee and the board must offer to the other shareholders the number of shares offered at the market price and if their offer is accepted the shares shall be transferred to the acceptor or acceptors and if the shares or any of them not to be accepted within one month from the date of the notice to the Board, the holder may sell or transfer them or any of them at the same or higher price to the third parties. In case of any dispute regarding the market price of the shares, it shall be decided and fixed by the Board of Directors whose decision will be final. A fee of rupee one may be charged for each transfer approved by the Directors and shall be paid before registration thereof. The instruments of transfer shall be accompanied by the certificate of the shares.

13 3 NOTICE AND PROCEEDINGS OF GENERAL MEETINGS 11. Twenty one day's notice at least, specifying the place, the day and the hour of the general meeting and in case of special business, the general nature of such business, shall be given to the members in manner hereinafter mentioned, or in such other manner as may be prescribed by the Company in general meeting, but accidental omission to give such notice to, or non receipt of such notice by, any member shall not invalidate the proceedings of the general meeting. An ordinary general meeting may, with the consent of all the members, be cal a shorter notice and in such manner, as the members think fit subject permission of the Registrar U/s No business shall be transacted at any general meeting unless a quo members is present, two inemebrs present in person or by proxy shall be qu for a general meeting having 25% voting power. 13. In general meetings the members present shall elect Chairman from amongst the Directors present, and if no Director be present then from amongst the members present. BOARD OF DIRECTORS 14. The business of the Company shall be managed by the Director who may pay all expenses incurred in setting up and registering the Company, and may exercise all such powers of the Company as are not, by the Ordinance or by these Articales required to be exercised by the Company in General Meeting, subject, nevertheless, to such regulations, not inconsistent with the aforesaid provision, as may be prescribed by the Company in General Meeting, but no such regulation shall invalidate any prior act of the Directors which would have been valid if those regulations had not been made. The Names Of First Directors Are: 1. Mr. Muhammad Farooq S/o Muhammad Ishaq 2. Mr. Muhammad Ikhlaq S/o Haji Muhammad FaroPq 3 Mr. Masood Pervez S/o Haji Muhammad Farooq 15. The Board of Directors shall comprise of not less than two (02) Directors and not more than i) The Directors may elect one of the members as the Chairman of the Board and vest in him such powers and functions, as they may deem fit in relation to the management and administration of the affairs of the Company subject to their general supervision and control. ii) The Directors may elect one of their members or appoint some other person to be the Chief Executive of the Company and vest in him such powers or functions as they deem fit and define his role in relation to the management and administration of the affairs of the Company subject to their general supervision and control. iii) The Chairman of the Board shall preside as Chairman at all Board Meetings. In his absence at any Board Meeting, the Directors shall choose one of their members to be Chairman for that Meeting.

14 4 17. When the Chief Executive appointed by the Directors is not a Director of the Company, he may attend the meetings of the Board and be entitled to vote thereon. 18. Each Director shall receive out of the funds of the Company a fee as admissible under law for every meeting of the board attended by him plus traveling fare from and to his usual place of residence and other expenses incurred by him connection with his attending the Board Meeting. ixegistrat Karachi I 19. i) If any Director, being willing shall be called upon to perform extra s e to make special exertions for any of the purposes of the Company or *kg special attendance to the business of the Company, the Company may r neatte. the Directors so doing either by a fixed sum or by a percentage on ItE otherwise, which remuneration shall be subject to the approval of the Comp General Meeting. mge ii) The terms and conditions of appointment of the Chief Executive shall be governed by the Articles and as laid down in the terms of his contract with the Company. 20 i) The terms of office of a Director Shall be three (3) years from the date of his election to office in the manner prescribed by the Articles. ii) The qualification of Director shall be the holding of one share of the nominal value of Rs in his own name. 21 The Directors of the Company Shall be elected by the members of the company in a General Meeting in the following manner or such manner as be prescribed by law. a) A member shall have such member of votes as is equal to the product of the number of voting shares held by him and the number of Directors to be elected; b) A member may given all his votes to a single candidate or divide them between more than one of the candidates in such manner as he may choose; c) The candidate who gets the highest number of votes shall be declared elected as Director and then the candidate who gets the next highest number of votes shall be so declared and so on until the total number of Directors to be elected have been so elected. 22. If any casual vacancy occurs in the Board it shall be filled by the remaining Directors. Any person so choosen shall retain his office so long as the vacating Director would have retained the same if no vacancy had occurcd. The continuing Directors may act notwithstanding any vacancy in their body, provided, however, that if the number of Directors falls below two (02) the remaining Directors shall not act as long as the numbers remains below the said minimum, except for the purpose of filling a casual vacancy in the Board. 23. All acts done by any meeting of the Directors or by a commitee of the Directors or by any person acting as a Director shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appoinment of such Directors, or person acting as aforesaid, or they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director. 24. The Directors may contract the Company after disclosing their interests. 25. i) The Directors may meet for the dispatch of businees and may adjourn and otherwise regulate their meetings and proceedings as they think fit. Two (2)

15 5 Directors shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes and in case of any equality of votes the Chairman shall have a casting vote. ii) Any Director may convene a meeting of the Board at any time by giving all the Director Seven (7) clear days priror notice in writing, specifying the agenda for such meeting. 26. Any Director for the period of his absence from the district in which the meetings are normally held, appoint an alternate Director with the approval of the Directors and such alternate Director will conform to his appointer. The alternate Director will cease to act upon the return of his appointer to the district where the are normally held. 27. A resolution in writing signed by all the Directors shall be as vali as if it has been passed at a meeting of the Directors duly called and BORROWING OF THE COMPANY 28. The Directors may from time to time borrow any sum or sums of money on behalf of the Company on such terms and conditions as may be approved. 29. The Cheif Executive may, with the approval of the Directors, from time to time, secure the payment of such money in such manner and upon such terms and conditions in all respects as he may think fit and in particular by the issue of debentures or bonds of the Company or by mortgage of all or any part of the property of the Company. 30. Any debentures, bonds, or other securities may be issued at discount, premium or otherwise and with special privileges as to the redemption, surrender, drawing, allotment of shares attending at general meeting of the Company and otherwise. COMMON AND OFFICIAL SEAL 31. i) The Company shall have a common seal and the Directors shall provide for the safe custody thereof The seal shall not be applied to any instrument except in the presence of at least one Director or the Cheif Executive and such Director or Cheif Executive shall sign every instrument to which the seal shall be affixed in his presence. Such signature shall be conclusive evidence of the fact the seal has been properly affixed. ii) The Directors may provide for the use in any terriorty, district or place not situated in Pakistan, of an official seal, which shall be a facsimile of the Common Seal of the Company, with the addition on its face of the name of every territory, district or place where it is to be used. The provisions of Article 49 of Table "A", shall apply relative to the use of the official seal. RESERVE FUND 32. The Company may operate and maintain a reserve fund or funds out of the net profits every year. Such reserve funds shall be kept or invested in such manner as the Directors shall decide. 33. The Directors shall cause true account to be kept in accordance with the Regulation of clauses 71 & 72 of Table "A". a) of the assets and liabilities of the Company;

16 6 b) of all sums of money received and expended by the Company and the matters in respects of which such receipts and expenditure take place. The books of account shall be kept at the registered office or at such other place(s) as the Directors deem fit and shall always be open to the inspection of the Directors. AUDIT 34. Once at least in every year the accounts of the Company shall be examined and audited by an auditor duly appointed. 35. The remuneration of the auditor shall be fixed by the Company in general meeting except that the remuneration of any auditor appointed by the D. may be fixed by the Directors. NOTICES 36. Articles 79 to 83 of Table "A" shall apply. INDEMNITY. Every Director, Chairman, Chief Executive Manager or Officer of the Company or any person (whether an Officer of the Company or not), employed by the Company as Auditor, or Advisor, shall be indemnified out of the Funds of the Company against the liability incurred by him as such Director, Chief Executive, Manager, Officer, Auditor or Advisor, in defending any proceedings, whether civil or criminal in which judgment is given in his favour or in which he is acquitted, or in connection with any application under section 488 of the Ordinance in which relief is granted to him by the Court. 3S. No Director, Chairman, Chief Executive, or Officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer, or for joining any receipt or other act for conformity, or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors or any other officer for or on behalf of the Company, shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person wit:i whom any moneys, securities or effects shall be deposited or for any loss occasioned by any error of any judgment or oversight on his part, or for any other loss damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same happens through his own dishonesty. WINDING UP If the Company shall be wound up and surplus assets shall be more than sufficient to repay the whole of the paid up capital, the excess shall be distributed among the member in proportion to the capital paid up or which ought to have been paid up on ordinary shares held by them respectively at the commencement of the winding up, and if the surplus assets shall be insufficient to repay the whole of the paid up capital such surplus assets shall be distributed so that as near as may be, the losses shall be borne by the member in proportion to the capital paid up, or which ought to have been paid up, on ordinary shares held by them respectively at the commencement of the winding up. In a winding up the liquidator may, irrespective of the power conferred on him by the Ordinance and as an additional power with the authority of a special Resolution, sell the undertaking of the Company, or the whole or any part of its assets for shares or the obligation of or other interest in any other company and

17 7 may by the contract of sale agree for the allotment to the member directly of the proceeds of the sale in proportion to their respective interests in the Company. 41. If the Company shall be wound up whether voluntarily or otherwise, the liquidator may, with the sanction of any Extra Ordinary Resolution, divide amongst the contributories in specie or kind any part of the assets of the Company and may with like sanction, vest any such trusts for the benefit of the contributories, or any of them, as the liquidator with like sanction, shall think fit. 42. A special resolution sanctioning a sale to any other Company duly passed pursuant to 387 of the Ordinane may in like mannner as aforesaid determining that any shares or othcrwiset than in accordance receiveable by the liquidator distributed amongst the Members otherwise than in accordance with th rights and such distribution shall be binding upon all members subje of dissent and consquential rights conferred by the said section. RECONSTRUCTION 43. On any sale of the undertaking the Company, the Directors or the Liq winding up may, if authorized by Special Resoluton accept shares, deben securities of any other company whether incorporated in Pakistan or not either then existing or to be formed for the purchase in whole or in part of the property of the Company, and the director (if the profits of the company permit) or the Liquidator(in a winding up), may distribute such share of securities, or any other property of the other company amongst the members without realization of vest the same in trustees for them, and any Extra Ordinary Resolution may provide for distribution or appropriation of the cash, shares of other securities benefits, or property, otherwise than in accordance with the strict legal rights of the member or contributors of the Company and for the valuation of any such securities of property at such price and in such manners as the Meeting may approve, and all holders of shares shall be bound by any valuation or distribution so authorized and shall waive all right in relation thereto, save only in case the Company is proposed to be or is in the course of being wound up, such statuary rights (if any clause under section 367 of the Ordinance as are incapable of being varied or excluded by these Presents. ALTERATON AND SUB-DIVISION AND CONSOLIDATION OF SHARES 44. The Company in general meeting may from time to time increase the share capital by the creation of new ordinary shares of such amount as the Company may decide. 45. If at any time hereafter, new shares are issued, they shall have the same rights and be subject to the same provisions with reference to transfer, transmission or otherwise as are the shares in the original share capital. 46. The Company may by ordinary resolution:- a) Increase its ordinary share capital by such amount as it thinks expedient; b) Consolidate and divide the whole or any part of its ordinary share capital into share of larger amount than its existing shares; c) Sub-divide its ordinary shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association;

18 8 d) Cancel ordinary shares which, at the date of passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the share so cancelled; rovided that, in the event of consolidation of share, the rights attaching to the new shares shall be strictly proportional to the rights attaching to the previous shares so consolidated or sub-divide.,c si ltegist, v. 47. Subject to the confirmation by the court, the Company by special cil> Karac -.., ' 1 0 6iresolution cancel any paid up share capital which is lost or unrepr date 1/ -'. co by available assets, assets, and pay off any paid up share capital L h t *. -. in excess of the need of the Company, and may alter its Memoran In II, ft - --* cc, reducing the amount of its share capital. 0 * ck e.. 4.e4faa,,.. We the several persons, whose names and addresses are subscribed below, are desiro e ComP being formed into a Company in pursuance of this Articles of Association and we respectively agree to take number of share in the Capital of the company set opposite our respective names- Name And Surname (Present & Former) In Block Letter/ CNIC# MR. MUHAMMAD FAROOQ MR. MUHAMMAD IKHLAQ mr.mas S OD PERVEZ Father's Husbands Name In Full. MUHAMMAD ISIIAQ HAJI MUHAMMAD FAROOQ HAJI MUHAMMAD FAROOQ Nationality with any former Nationality Pakistani Pakistani Pakistani Occupation Residential Address in Full Trading Business Trading Business Trading Business House No. A-9 Memon Society Hyderabad House No. A-9 Memon Society Hyderabad House No. A-9 Memon Society Hydct abad No. of Shares. 01 (One only) 01 (One only) 01 (One only) Total No. Of Shares Taken (Three Only) 03 Dated the 2" day of September, Witness to above signatures. GUL MUHAMMAD Sign. -sd- -sd- -sd- S/O. JAMAL MUHAMMAD (Full name, Father's/ Husband's Name In Block letters) :;onwatiles CNICL Address: House No. C-1243 Khawaja Chowk, Hyderabad. Occupation: (Private Servicel

19 PAKI STAN $4, b17ic!tt. of _.._,-...,... 1,2,f,,,...,_....:ifetOW tt. I f\i `''".""1. ' ''''P"'" "AN' V71DOR i f 4 oiv 1 P r`,1,1 Sh,T) ti.30..,-; tn. 3,0- qt '-iv., '. ',,..? Lilithr3 liornthi..:..d., 2-12'.. L /14-4.4', :.4,/ Z..,,,,ey, ' / 4' ' ".4 IAL ADHESIVE A3:313r1131P"?,', S.:,,0 4 moor 3 ';23.,s131lure 9 "---" / / SSGC Sui Southern Gas Company Ltd. Sales Department SUPPLEMENT AGREEMENT CAPTIVE POWER This Supplemental Agreement is made to the Contract for the Supply of Gas for Industrial Use between M/s. Sui Southern Gas Company Limited, a Public Limited Company incorporated under the LawS of Pakistan and registered under the Companies Ordinance, 1984, and having its registered office at SSGC House, Sir Shah Suleman Road, B1-14, and Gulshan lqbal. Karachi-75300, Pakistan (hereinafter referred to as the "Company") which expression shall, where the context so admits, means and include its successors in interest and assigns of the first party AND M/s.FINCOTEX INDUSTRIES, Consumer No Having its place of business at PLOT NO. G-15, S.I.T.E., KOTHARI, hereinafter called "the Consumer" which expression shall, where the context so admits, means and include its successors in interest and assigns of the second part. Whereas, the Company and the Consumer, hereinafter also jointly referred to as "Parties", had entered into Contract of the Supply of Gas for Industrial Use, hereinafter called the "said Contract on Whereas, in supplement thereto, the Parties have agreed to the following terms and conditions in addition to the said Contract. NOW THEREFORE THE AGREEMENT WITNESSETH AS FOLLOWS: It is condition precedent to the providing of Gas connection by the Company to the Consumer under the, said,qontract that gas supply to the above noted premises shall be subject to "as and when available basis" during the period from 15t March to 30th November of each year and during peak season i.e. 15t December to 28/29th February each year or such extended or any other period as may be considered necessary by the Company, when gas supply may be discontinued to any class of consumer(s) in region(s), under Company's Load Management Program. 2. The Consumer shall make dual firing arrangements during the period mentioned above entirely at his cost and risk,to r its plant on to fuel to avoid loss of production as and when gas is pet provided 15-40_Gopmcminyldurin the period mentioned above. _ 7,)

20 3. The Consumer shall use the gas for powers generation and unconditionally UNDERTAKE that power so generated will be used only at the above mentioned premises of the Consumer, will be for his own industrial activity and will not supply the power to any other party without prior written approval of the Company for sale of surplus power subject to prevalent GOP policy. 4. If the Consumer is found using gas during the period of discontinuation as mentioned in clause 1 above and/or selling power to any other party without the Company's prior written approval, gas supply will be disconnected without any notice and entirely at the risk and cost of the.consumer. 5. For efficient use of natural gas, consumer shall install energy efficient co-generation system for the utilization of waste heat of exhaust/jacket water (to produce steam/airconditioning/hot water etc) in efficient manner. The minimum energy efficiency of cogeneration system should not be below 60%. If plant do not fall under criteria/working below the specified benchmark, Under the GOP policy/ OGRA directives SSGC may impose penalty/disconnect gas supply OR both as may appropriate under the policy. 6. Except as hereby agreed, rest of the terms of the contract dated shall remain intact and shall continue to have the same effect as before, notwithstanding anything contrary in this Supplemental Agreement. IN WITNESS WHEREOF the parties OR authorized representatives of both the Parties have set their respective hands to this agreement on the day of at the place and date mentioned above. 4- (On behalf of (Consumer) Khuvvcr,, 41tb1 q 6 3 -) WitnEss.'"E"TiFir 3F. FUE COPY Witness L INDUSTii ES (F4Lj LID, KOTRI,SINDI4

21 S. -Ext-PG-:9161: 2 11'4 Dec r '0!2 s FirncoTra InJuatleS Suite 10i. 15? Floor Unite PECHS-611Sursary,; Shahrah F.44.,. Karachi. SSGC Sui Southern Gas Company Limited Ss fryer:- Dear Sir, 1.4:71:7 r., St : ' :lo! ; It- : trom %Le 1..:1.1j.4f 9 3:01.10.'01 fur r:aptoc- Powe.- Gtoerai!on -;; -15 Korn. A : IL) ln This is with reference to your 'env Liget'. 2?.N I.crabe: 2012 and! eering in SSCC Head office sublet:i matter. Please also refers SSGC letter N. ;41e.i.:NI 26 1%- I:\ F 11 ca:cd the additional gas toad of 6NINIC17 1) has now reduced to -4 MP.1C.Fi.) :r. ac... rdar.ce with the tie% trical load mentioned in your letter dated and 1u reauired tot the additional spinning machinery having spindles. This NOC letter a in r.ontiroaticr of previous NOC ietrer Salesfis;OC-PC-246:2009 dated Mr of AtiTius pe *, in tiesco from ynt:r gu oased -aptive Power Generation subject to tie follow ina zondlions- i. Your allocation for rjjuiham. load :Brno:, zio,t-iaid :inter was 4 principal etocaticat. Yot, have tc. complete ea ore-requi.itca uuh.n so.: merlin regarding cc-generarion dnd instatarion of proposed additional spinning mac bin. ry 60.11(10 2. The supply of gas will In: am, d basis in a. curdance with Naturat Gas Allocation and Managerotat.4. ;r due to any reason during bseqcen: ate:it it,itse -ed that gas is r.at being used for the purrxze at which allocatinn or ta., at marfr.snc,c reserves :he right to withd.-atv gas allocation tor power generation N0(: graiat..1 tur %ale of ittiplut :sower 4. This NOC will autornatq.ii% b. on.tlie.! NEPR..11:ni tr) of retio!et. r. and Natural Resources withdraw its poocy for :01 iui plus power telectriciryt t FIESCOrDistributiun Compuniel. 5. You will be required to maii ta.n en..r chit -m.4 level of 6tPlu on co-generation system Sanctioned gas load is Nubj.c: us.:nergc v!firiency aci111 h SSGCA;OP OR any SSGC authorized representatives 0. All other terms and c...r Contract e,:i e.iit.a: remain the same. rea Nd. datt4.5.tweement - I.:arrive p wrr Acsur:ag you of our hest Sri vi:vs.. nci:ti - 41( 5 1 %, RIP A. Gi's.Lik.%; ;I41;,1<r SSGC House : Sir Shah Sulernao Road. Guishal-e-klbal, P.O. Boa Karachi vnvw.ssgc.com.pt is7

22 ... Receipt [gip. SSGC - SUI SOUTHER N -GAS.C a.,,l CONTRACT.F012:THE SUPPLY OF GAS FOR INDUSTRIAL US BY THIS CONTRACT. made between SUI SOUTHERN GAS COMPANY LASTED incorporated under the Cornparrise Ordnance *4, and havind Its registered Suleman Road, Gulshan-e-lqbal, Karachi-75300, (hereinafter referred to as the 'Complain, and (full name, description Ind postal address of the Consu Name in Block Letters FIM-coī Gx -IN bus T RIES fl C House Sir Shah M ubmission of natural gas bills) -..,,.s,,k.,,.,., Natural Gas Load MCFIday, CFI/hour,67 11,1,11.:D. Type of Industry/Process/PrOduct 'S PO\ -3 t's"n 61 Cel I L-.L. 4: PO fr/e te... 67E;:l ER A --rival.- -.:A. '''.. (-4 --7F i c: E 4...,,i.A. -, P C.; Vj 7E-P.- 'Q.- GI-1'4 E 12: i\-- 't 1004 ' Natural Gas required for (Full Description of Purace e),i.,... L, P.L0 I',No s./. T. E. 1<-0T-/-. i) Natural Gas Supply Address.. Telephone No 622 " 3.81K) rg I. Fi. N.. Cr I ii) Business Address T E-4.41::' tot, C) 0-70 ^3 E C-ENS.7 R. E; r 1n..7-- SI-11)41102, E A FAIsA I, IcAVOCfir Telephone No 021 '''3, tIsCFaxt4g S ' i...1 Type of Company: [ 1 PubficLimited Private Limited [1,4atineislip [ I Sole Proprietorship Oereinafter called the Consumer') the Consumer agrees to purchase from the Company and the Comport y agrees to supply 'natural gas' to the Consumer, at (full description and!boa tion of the premises) ' P f ).0 a:- sr.,,, 2,. ^ for Industrial use at the above noted premises as in and Consumer from the. day of wont,. WOOS and conditions set forth hereinafter and upon the ' ' statutory terms and conditions (if any) at the preyoilinfirale both for the natural gas consumed and for like of the meter particulars hereof ere set out below: (In the context of this Contract Authority/Competent Authority means Oil and Gas Regulatory Authority or any Other successor thereof assigned by the Government). TERMD AND CPANDITIONS - -,...": SECURITY DEPOSIT -...., ,... 'is the 'Security Depose in cash or bank guarantee Consumer, immediately at the time of the executmrt of this Contract shall pay to the Company the sum dile;,. (I) or in any other form as approved and offered by the Company from time to tine equivalent to.3 monthe estimated natural gas consumption during an year, is of meter rant and all. Government taxes as the 'Security Deposit' In cash or bank guaranies from any scheduled bank in Pakistan. in accordance with ere:kind Pfaff:m a. of Id!ref other form as may et outstanding be required by the Company. The security if deposited in the form of cash wilt entitle.the Consumer to earn Interest at the TO fixed by the Company from time to time, adjustable again bills on yearly basis. if during the course of this Contract the Security Deposit, in the sole discretion of the Company, Is Insufficient to cover three billing months supply either in case of cash.. deposit or bank guarantee, or not equivalent to the alternative option offered by the Compeny, then the Company may by notice to the Consumer increase the Security Deposit and upon such notice, the Consumer shalt become Sable -. to forthwith pay the increased amount or furnish a bank' giraranteri for the increased amount,. to, the Company..' -.,.. ' , (11) If subsequent tithe execution of this contract by the CA:mourner and the Company: Hling increase in consuniption of natursi gas by the Consumer (a) the Consumer- shall dente instabaticn of additional burner, equipment ante reubject to the. rior approval of the Company... _. -, or the usual consumption of natural gas by the Consuiner shall be otherwise increased; II/ (b) or tire price of natural gas or rent for the meter shall be increased in accordance with the terms of this Contract (c) or any new tax Of charge shall be levied on natural gas by any Government or local ot other.authority Of am/ such tax or charge 'treed), tooled on natural galshall be increased; an.such demand dull pay to the - then in addition to the sum mentioned In sub-ciausi (l above, the Come any shall have the right to demand from the Consumer and the-consamer Company such amount In cash or furnish a brink guarantee in lieu of this amount from wry scheduled bank in Pekisiart In accordance with the enclosed. proforma, on account of additional deposit:3as the Company may deem neriesawy or expedient Provided the total amount required to be dwelled ander eub dmise (i) of this clause Chad not exceed the amount which; according to the estimate that the Company may from time to time make, the Consumer shall pay to the Company if required under this Contract on accoum of estimated consumption. rent lorthemetar. -, - - of natural gas in three months together with taxes and charges payable thereon. and three months jib) The Security Deposit if M cash its a security to be retained by the Company for theduration of this Contract end thecompany tarty. at its option wield Security Deposit for dust:imposes of -Consumer to the Company on any account whalsoeyer. '. the Company from time to time. The Company ihat be entitled to set off Iran the amount of Secority.Ospook any mixtures due from the No connection for natural gas being supplied hereunder with activated or maintained in the absence of the Consumer ming the appropriate prevailing "GA ft' DePeeft to Mt! ComPaRY - or furnishing an appropriate bank guarantee for with amount se contemplated by this Clause. - ' or.dedithlion by the Company front the iv) The Consumer undertakesto midrib* Securitypeposit id the required level throughout the duration olthataitnid and in the event ;terry draw Security Deposit or the consumption of natural' gas andfoucennedad load- Increases for any Masan whetscieem beyond the level of 'aunt security deposit cenebilat gee is maintained coltsumplion at increases beyond the nomml consumption of existing. equipments, the Consumer undertakes to deposit. the. Society Depodt on demand tieing made by. the. Company.., soft the levet required by the Company, - ' , In v) If the Security Deposit is in the of a bank guarantee, the Company may :,,,uich the said Miami.* to recover amounts certified as being due from the Consumer to the Company. addition, the Company may encash the bank guarantee if less then fonniglt refrains for'its validity and an adequote replacement is not fumathed by the Consumer to the satisfaction of the abdre, the Company reserves the right to disconnectthaeupply of the Consumer in use of failure to deposit the additional Security Deposit by him, within the time - - Company. Despite the. Snit divan by the Company in the notice) issued to the Consumer Z. PRICE...,.... (I) Subjoin to the provisions hereinafter madi,. the Comelier shaq pay to the ComPeny.fct all natural gas supplied to thiconsumerat the prevailing rateenolified by the Authority. Notwithstanding ;Pia foregoing, the Consumershall be liable to pay the minimum charges, if no osnsuwwtion dwing any Ming month; falls below the.consump. ticcrlevel representing the minimum charges, as notified by the AtithOrity from time.to lime. -,..., sat forth in the bits of the Compeny, shat be binding on the-consumer and the Consumer agrees to pay the same. ' - (ii) The price of natural gas charged by the Compiny to the Consumer u The price of natural gas supplied is subject to change from lino to time by he Authority end any new price shall be binding on the Consumer payable effectively as and when specified. by - the Authority. The Company shalt not be obliged to provide any notice of change or contemplated change hr the price to the Consumer. ' :..., 3. Nt 1ER RENT ,.. rate prescribed by the Coomany and approved by the Authority from time to time from the date on which the. meter is The Consumer shall also pay to the Company rent of the meter ot Jre of meter by a Meter ofdiffereritsize,the Consuthershall. fixod unto the dots when the same shall be removed, provided if the quantity Of natural gas con su {Mon necessitates replacement ;:ay rent of the new meter at the rata prescribed by the Company,and approved by the Authority kg Guth meter, The rent of the meter is-subject to revision, from time to time, with the Prior,..

23 approval of the Authority. 4. OTHER CHARGES., (I) In addition to the price of natural gas, meter rent and Security [Piping, the Consumer shall also pay to the Company all taxes or charges levied or imposed upon natural gas on sale or supply or distribution of natural gas by the Government or local or other authority or any increase in the rate or charges of natural gas by the producers/purifiers of natural gas as notified by the Authority under. applicable taw from time to time, irrespective of the fact whether the same. has been intimated or not, to the Consumer by the' Company (ii) The Consumer shall alsobay to the CoMpany applicable charges as epproved by the Authority towards testing the houseline before commissioning the natural oak supplies, where houseline was already installed and/or installed and tested, under a previous contract '... (iii) The Consumer shall be solely and filly responsible for the repair and maintenance of the inlet nab piping / housefine and natural gas installations after the meter. The Consumer shallinstall the sternal piping/ hotiseline throt- rr. such-contractors/persons as are licensed for-this purpose by the Company. This Consumer may, however, request We Company for intitallation of the internal piping / houseline on payment of such charges as are fixed by the Company from hive to time: The Company, in such an eventuality, shall meet this requirement depending on the availability of manpoiver and materials. '...., TITLE AND OWNERSHIP OF GAS METER AND OTHER APPURTENANCES. ti,.. '.. (i) Allpipes and fittings fronfthe natural -gas math to the property line will be provideriby the Company and shall remain Company's properly,all pipes and fitengi on and within the property line will be provided by andirtatilled at the expense of the Consumer and the Company will not be responsible for leakage of natural gas from, nor repairs le such pipes or fitting. Tice main, cock, service regulator, inlehipe of meter and the meter rented from the Compiny will be fixed and kept in good repair by the Company free of charge. However, the Consumer shall be.. liable for the damages done to tire gas meter and othel'appurtenances due to tampering. ' '..., (ii) Company's meter, the registering index of the meter, pressure regulator(s), pressure reaming gauge and meter by-pass valves shall be sealed by the. authorized representative. using Company's authorized seal in the-presence of the Consumer or his authorized representative. TheConsumer will then be responsible to ensure that the Company's meter is not tampered with and if any such tampering is found, it shall be at the sole liabtity of the Consumer. The Company's authorized repreientalive, shall check the meter ill the presence of the Consumer or,,. his authorized representative and will record after inspection of the meter, its-condition and the index number. '...-..,.. (iii) Except in the case of.damage due to natural calamity, the Consumer shall-be responsible for the safety of the meter as well as the service regulator; main cock and inlet pipe of the meter horn theft, lois, damage, etc:, during the period of this Contract and since these are fitted for the purposesvf ensuring continued natural gas supply to the Consumerat his premises, Consumer. shall, in case of such eventuality;, be responsible for the payment of the price of such meter, EVC,.regulator;cock, pipe kit& assembly and other appurtenances etc., if replacement is required (N) The Company shall retain the title and ownership-of all regulators, meters; pipes; valves, devices end other appurtenances placed by it at the said premises and may remove or replace the same at any time beforior after the temenition/cancellallon of the Contract without any prier notice to the Consumer HOUSELINE INSTALLATION, MODIFICATION AND ALTERATION '.,. (i) All pipes and fitting after the natural gas meter will be termed as internal piping I houieline. It shall be. the responsibilityorthe Consurner that he has the Internal piping / houseline and in modification/alteration thereto installed in accordance with the design and material specification provided by the company and tested for safe operation to his satisfaction: The Cons hereby agrees that the houieline will beinstalled and tested by a licensed contractor/person of the Company (or by the Company's representative) in accordance with the layout plan appre by the Comeany, before the natural gas connection Is provided to Consumer's premises. However, in case of any mishap due to Consumer's negligence, the Company shall not be held, liable foi any loss Of damage. Furthermore.- if there is any lose Of.. naturargas after the meter in piping/houeellne etc., the Consumer shall be liable to 'pay for the same.....,-., (ii) The.Company shell, prat to providing natural gas to the premises: a) Check the installation to ingot that it meets the standards of good workmanship for safe supply of natural gas; and. b) Test the installation for checking leakages using the technical-standards for testing as laid downby the Aithority :.... Ca) Company has- the right to inspect the houseline of the Consumer at all reasonable times to verify proper maintenance and corriplance with safety standards and to inspect connected gas load and gas burning equipments T. METER INSTALLATION " ' ' i) The gai meter shall noway be installed by the COmpani at the property boundary/common passage of theconetimer, at appropriate Ise:at/on as determinedby the CoMpanyin consultation'''. with the Corisurrier. The Consorter:shall prondeadequate space as per Company's technical and eafetyrequirements for the metre station 1 meter at the bbundary wall, within the Consumer's premises, nearest to the ComPanys gait main/service with an independent approach from outside the boundary wall.. '. ' If, at any time, the property boundary where the natural gas istratanad turns out to Se of someone other than the Consumer having any objection to the installation of the natural gas meter, the Company'shalt beatliberlyto. remove the natural gasmeter after service of nets and giving the Consumer an opportunity to provide alternate place for installatioriof Maier and to disconnect the natural gas supply till such time that altemate place is provided by the COnsumer for Me- installation of the natural gas-meter; which shallbe entirety at the expense of the Consumer, The Company may, if there is some physical limitations, install the-meter at the property boundary of another person subject to the Consumer providing -No Objection Certificate' from the owner of that property. Incase of any encmachment intend the meter thereby restricting free access to the said meter, It shaft be the responsibility of the Consumer to arrange for its clearance in liaison with the concerned authority or neighbour.. ' -.. iq - The company shall have the right to relocate the meter and other Installations/property of. the company to any other suitable location for safety, security, unhindered meter reading and inspection. The Consumer shall provide necessary space in such-an event. If the relocation of the meter and other appurtenences is requested by the Consumer it Will be cents ri Consumers cost:... ' ' S. FURTHER CONNECTIONS/ALTERATIONS. _ (i) The Company shallthave the right lo prciyide further connections, to other parties ot.prernmas horn the service/ suppy main, installed forth. putpose.rd supplying natural pis to the above.. mentioned premises of the Consumer. '. - ' i ,. (ii)- Alteration-liter additions to natural gas installations will be made only by the Company, Nit the cenmeny, may iriththe piton alcates exercise its discretten to permit the Cimsuiner to tindettahe alterations in- or additions to the natural gas installations through its approved contractors.; Such periniisiond" must- be othained in writing:froth the Company in adirance, METER INSPECTION ;./.?." S /....., No Meter shall be connectetfto or dlsconnetted from the gbjepertghe as pipe except by the authorised workmen Coe Company The meters shall be inspected.periodicalliby the Company. The Coestirner shall ensure that ' appurtenances WithetfthIndfan?1.. '. '' Corner/a atott.,..? s) shall have free kens* elkeesonabla tenes.toleepecti adjust ereplecethetnefera.or other tang, Or ; '"0 "'"'-''-'-'.0. MEASUREMENTS. ND METER REGISTER-. ' i _ : V. A- et0'.,.- -, (i) The unit of volumetric measurement shall be one cubic Motbknatural bas measured at absolortcsure of pounds per-steam inch and temperature of 66 degree Fahrenheit (or equivalent in osehicmeasure).without adjustment for water vapixii SontePL.,tionsivsr rerli.va.;. " ' j*tors such as pressirie, flowing temperature, specific gravity, deviations from Boyle, Law, etc shall be applied wherever applicable. The natural. as delivered hismundefajtall beeisgfieffin accontance wfth-methods in use in the industry generally and-recommended by - the Gas Measurement Committee of the Natural Gas Department of the American applied in a practical manner or any such. other method approved by the Authority frem time to time. - ', ,.. (i) The Volume of natural gas consumed by the Consumer shall be measured by an anxura'e meter installed by the Company the volume shall be measured in terms of thibichset or cubic meters which will be -comrerted.to British-Thermal Units (Bills) with the applcationat Gross Calorific...Volue Value measured accurately at ipproptiam location as.determined by the Company and tha Consumer shell be billed on the basis of actual BTUs supplied. ' ' -. : , ,..., (iii) The register of the meter maintained by Me-Company shall be prima facie evidence of the volume of natural gas Consumed; butstiouldlie accuracy of meter be disputed"and the meter - be officially tested and be found to register erroneously, the meter shall, if the period of inercuracyis not known or ascertainable, be deemed to have registired erroneously to the degree so found for the past 60 days and the period of adjostmenton rettier sicteshail not exceed 60. days. This.ctause shalt not be-applicable in case, where the-consumer is found to have been responsible directly minclirectly in tampering with thenatural gas. meter andauxiliery instruments in any way. The Company shall not be liable td pay any amount le.the Consumer in respect of any such adjustrirint and the same will take place by making appropria'e adjustments 41 torture or current bits of the Consumer. : ', ,.... r -(1,4'. In case, the meter, for any reason whatsoever, ceases or omits to register regularly the vsiumsi of natural gas supplied, the Consumer shall pay to the Company for the natural pas supplied.. to him during the period the meter!crumbed out of order or for a period of 12 (htiive) months, whichever. is less, on the basis of bill for the preceding or following 2 (two) months rxxisumption whichever is Wiper. However, for consumers having seasonal consurriptionattem, adjustment shall be:charger:fon the basis of.wiresponding month's consumption of previous year. "

24 (v) In case the meter/ meter station of a Consumer is found damaged due to any act on part of the Consumer or due to unauthorized increase in natural gas load, the Consumer shall be liable to pay to the Company full cost of the meter or cost of any component found damaged, as determined bytes Company in additicin to the cost of ancillery 'Warhead and consequential less of estimated natural gas as calculated by the Company provided that the period for recovery of such loss of natural gas shag not exceed 12 (Twelve) months oragy other period as approved by the Authority from time to time. - (vi) In case the meter station is damagecipartially or completely due to negligence or mishandling by Coniumer, then Consumer shall bear full construction cost of damaged- components including the cost of meter, EVC. regulator, filler assembly and other appurtenances, ancillary overheads, as determined by the Company. 11. BILLING...,. (i) The accounts will be furnished peribdicaty. This period may be 30 te.45 dys or shorter period depending on the prevailing pody of the Company in this respect Any change in this Mapect wilt be at the sole discretion,of the Company but the Consumer wit be duly notified at least 15 days in advance. The bills pertainingto natural gas consumption based on the abet,' accounts are payable on demand irrespective of any deposit in hand. The accounts/bib are to be paid atthe Company's office or at authorized bank within 15 days of!mcafee of issue.. In default thereof interest at the rate of 1.5% - per month for first year and thereafter 2% per month on the outstanding amount of the gas bits withoulcompounding shell be payable in addition to the bill amounts subject to change from lee to time veqi the approval of the Authority After the bills/accounts have beers furnished and paid, if the Compairy al any timediscovers any errors, omissions or discrepancy many such accounts/bills due to any mason whatsoever, the Company shall be entitled to bring such discrepancy, to hie notice of the Consumer and furnish correct accounts/bills which the Consumer undertakes to. pay.within 15 days of the date of such correction and issuance of notice by the Company to the Con/turner (ii) If the Consumer finds any mistake in the bill, he should-1ring it to the notice of the Company upon receipt for correction. Any mistake M the bffi shall not entitle the Consumer to wdhhuld payment of the bit in time and an adjustment, if required, shall be made in the following bills: Similarly, dale Company finds any mistake in the bill sent tithe Consumer, the Company shalt upon having discovered the mistake, be entitled to send the correct biltand the Consumer shag be liable to pay the game provided that no correction can be claimed by-dhow party for a period exceeding twelve months from the date of issue of the bill. (iii) In case meter cannot be reed due to any reason, the Company shalt submit rovisional bill based matte aver ' age of past two Months consumption, or on basted connected load if billing record is not available and the Consumer shall make payment against that bill within due date. The Company shah adjusttheestirnated consumption against actual reading in the following biting period and bill the Consumer for the difference. The Consumer shall make payment against each bill Within due date. 12. PAYMENT (i) All bills pertaining lo natural gas consumption.anthor other charges are payable within 15.clays - Of tile date issuelheleinafter referred-to as 'due date"), as shrew en the bills., '...,... - '., 'hi) The responsibility focrnaldng,payment is that oldie Consuther. If the first Wit not ṛeceiveil by the Consumer within 90 days of comrnissionihg of natural gee supply and thereafter if any subsequent bt! is not received by the Consumer, within 25 daya after the last bilfs due date, the Consumer shaft communicatawd the CoMpany in order tti ascertain hti liabffity far hayment and obtain a duplicate MU. Iftlie Consumer fats to pay the bit by the due date, the Company ahail be entitled to disconnect the ripply of natural gas smith remove its natural gas mete; and other equipment alter servingdue notice of disconnection. A notice pitted orr the natural gas MI conepicuoualy shall be =Stand Sufficient thr this PulDuse:All'illbs ssiff by the CuthPallY at the registered address:by ordinary path or delivered by hand at the said address shall be considered sufficiem delivery of the bills/ndces to the Consumer by the Conthany intimating the Consumer's liability to paymentfor natural gas consumed. ', Piyment shall be made voithin the due date either, in cash or through a bank pay order, or any other authoded mode of payment'in favour of 'qui Southern Gas Company Ltd.' to the authorized banks or any other authonzed collecting agent. Payrnent by cheque wit not beconsidered payrriant Uraft53 ta realiaed. If any cheuue not-realized within Tdays from the date of deposit in the bank by the Company the amply of notarial gas shot be rendered liable to disoinnectiodafter drying. due. notice ofeleconnedon. - iv) Payment mist be made an or before. the due &Udalḻrig which the supply.th natural gas is liable to ba terminated SA& ng due notice. of dilconnectioii. Nohvithstanding such disconnection/ termination ofnatural gas supply, the Consumer shau pay to the CoMpany tha full andunt otnaturalgas bill uato in,clactinethedateef discohnection together with thtt tete payment surcharge denied thereon as stipulated it clause 11. (i) above. t/l -' 13. UNAUTHORISED CONNECTION The Consumar shalt or exasid any connection to or from his eternises or from the premises dairy et or from any other unetahorizad souse , COMPANY'S RIGHT TO REDUCEANTERRUPTICURTAIL SUPPLIES (i) As the production of naturalgas horn Wets purification plants and conveyance Olt over long distances are"subject to accidents, interruptions, failures and the Ithesend equipment to malfunctioning, breaking, freezing, failures and dosing which cannot he foreseen or prevented by any reasonable care or expenditure and as the supply of netural ges and transportation facilities are limited, the Company does not that Contract undertake to furnish to the Censured. 0 fuk arid uninterruptactsupply of athirst gas bacilli to tumid such supply and for such length of time nit reasonably can;. and it is expressly agreed to by the Consumer that the Corder; shall not be liablefor any loss, damage, or injury that may result either directly or indirectly from.shortagetor interruption intthe supply of natural gas, or from discontinuance thereof due td Said reasons or as it resietof labor strikes, lockouts note, civil commotion, hostilities, wars, didemici, calamities, natural disasters or causes beyond the ordinary reasonatito metal of tine Company. The Company shalt In as sole judgment have the right to reduce or intemipt or Completely suspend natural gas supply due to any other aforesaid!paeans to the Consumer and shall be the sole judge dth,.nagerd, to such conditions (ii) The Companrshaff have the right to close or interrupt natural gas supply to the COnsumer's premises tot short periods for carrying out necessary attention/repair-and/or alteration, work in the Company's pipeline, equipment and devices with the prior notice to the Consumer. -.. (iii) The Company shall have the right to curtail and/or to rildontinue deliveries of natural gas io the Consumer whenever and. to the extent necessary : in its sole judgment for the protection of service to its other Consumers it may require. The Company shall be the thee judge with regard to such conditions and curtailment of deliveries ' l'ar) 'The gas shall be supplied as per the Natural Gas Allocation Policy or any otherrelavant policy issued by the Governmenter any other Audio:icily from time to time. 15. INDEMNIFICATION ' The Consumer knowing ilg idandablecharacter shall take all precautioas in the use of nearsl gas, maintenance-of natural gas installation and dill provide adequate ventilation to exhaust accumulation of natural gas due to leakage if any; on tea premises end Mud be solely responsible fth any kiss, damages injury oraccident resulting directly'or indiredy and to( any reasons whatsoever from natural gas-or natural gas inatatatithis. The Consumer hereby indemnifies the Company against all demands and claims for any such loss, damage, injury or accident The Consumer hereby indemnifies the Company against allcoets, losses and damages sustained by the Company as a consequence Of any act or omission of the Consumir or any employee, officer, agent, representative, contractor or invitee of the Consumer and will reimburse t4 the ompany. all consequential costs incurred bx; the Othaparry SIGNING OF CONTRACT, -..,.. :.:: -",i', This Contract shall neither be binding nor ;that come into forceunthapprodd and signed bid &slithry and no promisei ot agreements or representation of any ' agent or employee Made in soliciting the same or themes'', shoat be recognried otftnarlig 9000-!)( UrIt& y or shell form part of the Contract unless incorporated herein, 17, CONTRACT CANCELLATION. ' -.. '.. '... - (i) This Contract shall be subject to cancellation by the ComPany at any tde for any of the folloveng raudiss,,.. - a)- Any actionby the Municipal authorities, Improvement Trust, Local Bodies, or any Goverlinithlautherilies or any legal proceeding against the Company by any party (including.the Consumer) interfering with Company's right to supply.natural gas to.1.49 Consumer or other consumers and collect payment for the same under theterms of this Cadet% b) Any action by the Consumer to secure natural gas through his meter for purposes other than thet mentioned htheinabove or for another party without vaitburpemaision of the Company; c) Any action by the Consumer tending to secure more natural gai than the meter rogisters,or to secureilatural gad-through the said meter at a higher pressure than that at which the regulators are sat by the 'Company or any interference by the Consumer with the meets or regulators tending Is prevent the same from properly operating and.correctly registering. d) Violation- of or default by the Consumer Iii compliance with any of the terms and conditions of this Contract ' ' ' e) Any major - alteration, additien or extension to the existing natural gas-installation carried out by the 'Consumer without obtaining prior approval- of the Company in writing... -' (ti) In case of cancellation of this Contract far any caueeehatadver, all claims for natural gait supolied and or sari, ces rendered by the-company ante.the date of diserannecfion.of natural gas supply strait became forthwith due and payable without notice frgra the Compara, and thecramumet shall pay the sameondemand. ' is) llthaperscn, premises and/or the purpose for which Iho natural gas is supplied under this Cr :'t; have been transferred or assigned in favour of any other person; body corporate or fine, Contract shall stand cancelled with elect from ItI14.d4te of Kai transfer or assignment The Ca:triton), shall havetha right to discontinue natural gas supply and to remove any or all of its propeqy Iron the prernisla unless a fresh Contract is signed by the new owner/occupier et taa tart:acles or property in question. On Meltwater/assignment of the premises With the permission of the Company, the Security Deposit may be transferred by the Consumer and thereafter de. Same willbe held by the Company, as Security Depositiri favour of thatiew occupant, and caecutioa cf a entice to this effect shall be stalcientproof of aute aanslea and tha consumer shall coed to have any right of action against the Companyin redact of such Security Deposit