Fatima Energy
Transcription
Fatima Energy
Fatima Energy Limited A Fatima Group Company January 23, 2013 Err —41 S D D (POD tz) Registrar National Electric Power Regulatory Authority c_ C-11/40-1(1"c`i OPF Building, Shahrah-e-jamhuriat G-5/2, Islamabad Subject: • Application for a Generation License for Bagasse/Coal based Power Generation Project Fazal Ahmed Sheikh, CEO/Director, being the duly authorized representative of Fatima I, Energy Limited by virtue of Board Resolution dated January 18, 2013, hereby apply to the National Electric Power Regulatory Authority for the grant of a Generation License for bagasse/coal based co-generation power project to the Fatima Energy Limited pursuant to section 15 of the Regulation of Generation, Transmission and Distribution of Electric Power Act, 1997. 0 (" 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 Regulatory Authority Licensing (Application and Modification Procedure) Regulations, 1999, and undertake to abide by the terms and provisions of the above-said regulations. I further undertake and confirm that the informationprovided in the attached documents-in-support is true and correct to the best of my r• P' knowledge and belief. A Demand Draft No. BBB10817151 dated January 23, 2013,in the sum of Rs.599,920/- (Rupees Five Hundred Ninety Nine Thousand Nine Hundred Twenty Only), being the nonrefundable license application fee calculated in accordance with Schedule II to the National Electric Power Authority Licensing (Application and Modification Procedure) Regulations, 1999, is Regulatorj, also attached herewith. • (N, Cef' Fazal Ahmed Sheikh CEO/Director 1;117 -5 a7^71 CD 9- 5 _ 11 .• • Plant Site: Fazal Garh, Sanawan, Kot Addu, Dist, Muzaffargark PABX: +92 66 2250514-5, Fax: +92 66 2250512 Head Office: E-110, Khayaban-e-Jinnah, Lahore Cantt., PABX: +92 42,111-FATIMA (111-328-462), Fax: +92 42 36621389, Web: www.latima-group.com 1 ` Fri ABC No. ALLIED BANKERS CHEQUE Allied Bank path BBB 10817151 4-3=1n 6361 OR ORDER tok-cfro--4 k",3 or•-u pAy t\tcx-hiat Viet-ta`e., ritot m_e) RUPEES 1-7.f‘re- FOR AL D BANK LIMITED--:: Payable at any branch in Pakistan Please debit Account No. Ate.A-5-3-ci r-ctle3 3sr of branch ()IC t lTioilfd Signatory IBS No.7-2_6 Authorized Signatory IBS No.60:23 DO NOT WRITE BELOW THIS LINE 10E117 LS WO L400001:000 17574000 1000011601CW Ili .14 Fatima Energy Llm t ed A Fatima Group Company Err -)1( January 23, 2013 2-41111'S Registrar National Electric Power Regulatory Authority OPF Building, Shahrah-e-jamhuriat G-5/2, Islamabad Subject: c_ C—.1^0-30"64 Application for a Generation License for Bagasse/Coal based Power Generation Project ti I, Fazal Ahmed Sheikh, CEO/Director, being the duly authorized representative of Fatima Energy Limited by virtue of Board Resolution dated January 18, 2013, hereby apply to the National Electric Power Regulatory Authority for the grant of a Generation License for bagasse/coal based co-generation power project to the Fatima Energy Limited pursuant to section 15 of the Regulation of Generation, Transmission and Distribution of Electric Power Act, 1997. r- 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 Regulatory Authority Licensing (Application and Modification Procedure) Regulations, 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-in-support is true and correct to the best of my knowledge and belief. • A Demand Draft No. BBB10817151 dated January 23, 2013,in the sum of Rs.599,920/- (Rupees Five Hundred Ninety Nine Thousand Nine Hundred Twenty Only), being the nonrefundable license application fee calculated in accordance with Schedule II to the National Electric Power Regulatory Authority Licensing (Application and Modification Procedure) Regulations, 1999, is also attached herewith. -) \ 4LA Fazal Ahmed Sheikh CEO/Director k ti /I/ ‘11 \ c vv. \ C .. ,(A 0 CI-C( - L j 1 .__1..:--- C_P) 13 iC, C', C. ,l( .c1 (c N' (, ,', c' I • 3 (. (.` C Plant Site: Fazal Garh, Sanawan, Kot Addu, Dist. Muzaffargarh. PABX: +92 66 2250514-5, Fax: +92 66 2250512 Head Office E-110, Khayaban-e-Jinnah, Lahore Cantt., PABX: +92 42 111-FATIMA (111-328-462), Fax: +92 42 36621389, Web: www.fatima-group.com isfsmmimwmirmmmsNsiscwaZLL_ At Allied Bank ALLIED BANKERS CHEQUE Nel— ova- licp ,,s19,9.1- 036 PLC'jl‘4141- Cf PAY RUPEES -'((VF- Rs.= . Date 2-3-0,-73 eoz.-4-4 uch g-2147 : ?Wei, Re-Sula. Nat-h- ABC No. BBB 10817151 1."-Lk4'-'11(c4 alL/'^ (Nepe.00 Acte_OR ORDER ktuatzfre-si eA" -t* FOR AL D BANK LIMITED-- 591,1.7\0/_. Payable at any branch in Pakistan iieg 19-5-3-4t-MI 6 361 Please debit Account No. of branch3 Signatory IBS No .72_6 -*honed Signatory IBS No.60;2.3 00 NOT WRITE BELOW THIS UNE L08 L ? L S LIFO L400001:000 L 7 5 74000 L0000116 0 LOS" • • , Fatima Energy Limit ed A Fatima Group Company IMF/MI ■ 411VM MEM January 23, 2013 Registrar National Electric Power Regulatory Authority OPF Building, Shahrah-e-jamhuriat G-5/2, Islamabad Dear Sir, Application for Generation License — 120 MW Co-Generation Power Project at Fatima Sugar Mills Limited of Sanawan, Tehsil KotAdu, District Muzaffargargh, Punjab Fatima Energy Limited (the "Company") is registered with the Private Power and Infrastructure Board ("PPIB") under Registration Number "3003" as a Co-Generation power project intended to be situated at Fatima Sugar Mills Limited, Sanawan, Tehsil KotAdu, District Muzaffargargh, Punjab (the "Project"). The PPIB has, in its letter dated 23rd August 2010, advised the sponsors to approach NEPRA for award of generation license and tariff determination for the subject Project. Therefore, we hereby apply for grant of Generation License for the Company in accordance with the Regulation of Generation, Transmission and Distribution of Electric Power Act, 1997 (and the rules and regulations thereunder). Alongside this application, we are also filing an application for the approval of the generation tariff for the Project. Although we have aimed to provide a comprehensive application we are available to provide anything further that you might need in your evaluation. We look forward to working with you to complete the regulatory process and thereby achieve financial closing for this Project at the earliest. Yours Sincerely, Fazal Ahmed Sheikh CEO/Director Plant Site: Fazal Garh, Sanawan, Kot Addu, Dist. Muzaffargarh. PABX: +92 66 2250514-5, Fax: +92 66 2250512 Head Office. E-110, Khayaban-e-Jinnah, Lahore Cantt., PABX: +92 42 111-FATIMA (111-328-462), Fax: +92 42 36621389, Web: www.fatima-group.com • Generation License Application of Fatima Energy Limited • Annual Return • Memorandum of association • Certificate of Incorporation • Private Power and Infrastructure Board acknowledgement • Project Organization • Curriculum Vitae • Accounts and Financial Statements • EPC contractors Profile and Experience • Board Resolution • 0 & M offer • Technical Abstract • Fatima Energy Limited Profile • Fatima Group Profile • Affidavit GENERATION LICENCE APPLICATION OF FATIMA ENERGY LIMITED E -110, Khayaban-e Jinnah (DHA Boulevard) Lahore Cantt. R IAA LAW 5.511113r LEX 5,1,5 5 .5,,C MUNDI i.F5+5 PROJECT OVERVIEW A. Background: The project company is a public limited company with the title of Fatima Energy Limited ("FEL") with its principal office located at E -110; Khayaban-e Jinnah (DHA Boulevard) Lahore Cantt. FEL was incorporated under the Companies Ordinance 1984 on 22"June 2004. Pursuant to the National Policy for Power Co-Generation by Sugar Industry 2008, FEL submitted its proposal to the Private Power and Infrastructure Board ("PPIB") to develop a state of the art co-generation power plant with a capacity to generate electricity of approximately 120MW through the consumption of bagasse and coal to be situated at the site of Fatima Sugar Mills Limited ("FSML") in Sanawan, Tehsil KotAdu, District • • Muzaffargargh, Punjab (the "Project"). In response thereof, PPIB vide letter dated 23rd August 2010 communicated the formal registration of FEL under Registration Number "3003" and advised the Sponsors to approach the National Electric Power Regulatory Authority ("NEPRA") for award of generation licence and tariff determination for the Project. B. Site: The Project is to be located on an area of 62 acres (including 16 acres for a residential colony adjacent to FSML) located along the G.T. Road KotAddu (towards north) between Mehmoodkot and Sanawan (a city of Punjab located at about 425 km Westside of Lahore), Tehsil KotAdu, District Muzaffargarh, Punjab. The location of the Project is shown on a map • • attached as Annexure-1 (the "Site"). C. Plant Utilization: The gross capacity of the Project shall be 118.9 MW based on Spreader Stoker technology which is proven for efficient burning of dual fuel biomass and coal. Weighted average net capacity of 50.53 MW out of the total weighted average net capacity of 100.53 MW shall be available for off-take by the Power Purchaser; whereas the remaining weighted average net capacity of 50 MW shall be sold directly to bulk power consumers. The rationale behind such bifurcation in a single project/SPV (and not developing a separate project/SPV) is that (i) the 118.9 MW (gross) Project would benefit from economies of scale with lower costs being passed on to the consumer (as compared to the development of two separate projects of 60.00 MW (gross) and 58.89 MW (gross) each); and (ii) there would no need to duplicate such facilities which are presently contemplated as being shared facilities between the bifurcated single project/SPV (which thereby would not unnecessarily increase the cost/burden on the consumer). D. Interconnection with National Grid: The load flow analysis has been carried out for system operating conditions of January and August/September corresponding to the typical winter and summer seasons in order to evaluate the identified interconnection options for the Project in light of NTDC's Grid Code. A new 132kV double circuit transmission line approximately 35 km long on Rail conductor from the FEL power plant to Muzaffargarh New 220/132kV substation will be developed. Interconnection has been studied and evaluated in detail, and it has been found reliable and hence recommended. III • E. Environmental and Social Impact: The Project is designed to generate electricity through consumption of bagasse and coal. Bagasse is an environmental friendly fibrous residue of cane stalk which contains no sulphur and less than 4% ash and is a source of generation of clean energy. Therefore, the development of co-generation power project could reduce dependence on fuels for thermal power generation and increase diversity in Pakistan's electricity generation mix thereby reducing greenhouse gas (GHG) emissions. An Initial Environmental Examination ("IEE") has been conducted for the Project by SGS Pakistan Private Limited.The IEE refers to an Environmental Management Plan ("EMP") prepared for effective implementation and management of mitigation measures, wherein a delivery mechanism is provided to address potential impacts of project activities, to enhance project benefits and to introduce standards of good practice in all project activities. • • The EMP has been prepared with the following objectives: • Defining legislative requirements, guidelines and best industry practices that apply to the project; • Defining mitigation/monitoring plan required for avoiding or minimizing potential impacts assessed by the IEE; • Defining roles and responsibilities of the project proponent and the contractor; • Defining requirements for environmental monitoring and reporting; • Defining the mechanism with which training will be provided to the project personnel. Environmental sensitivities and impacts, as well as the associated mitigation plan have been addressed in the EMP. Further, FEL shall ensure that the project staff will be adequately trained in Health Safety and Environment sensitivities and operational management procedures, so that all levels of staff effectively contribute to impact prevention and mitigation at all times. The project will generate approximately 1000-1500 jobs during construction phase and about 100 or so during operation phase. Most of these vacancies will be filled by Pakistani nationals. It is expected that about 25% of the available jobs will be for unskilled personnel; and these jobs will be provided to the locals belonging to the Project area (as the latter do not have the required education or skill for the skilled or semi-skilled jobs for the Project). Fatima Group has a number of on-going community development programs which includes: • • Donation for flood relief in case of a flood in the region. • Construction of Sanawan College for girls etc. F. Plant Characteristics & Technological Configuration: • The gross capacity of the Project shall be 118.9 MW based on Spreader Stoker technology which is proven for efficient burning of dual fuel biomass and coal. There are very few equipment suppliers globally who are specialist in this kind of technology owing to specialized techniques to incorporate either biomass or coal. Foster Wheeler of Spain was selected after detailed due diligence and competition for the supply of boilers. For the boiler combustion system, Detroit Stoker Company of USA has been selected for providing its special Rotograte system which is considered as one of the best in the world. For steam turbines, Siemens was selected for supply of two full condensing/extraction turbines for the Project. Sugarcane Crushing Season: One boiler will burn bagasse as fuel while the other boiler will • • use coal (as bagasse produced by the sugar mills is only sufficient for one boiler load). Owing to process requirement of FSML steam turbine will operate in extraction mode supplying up to 210 t/h low pressure steam from FEL consequently reducing net available capacity of plant. Since both boilers would be operating on different fuels two separate tariffs during crushing season are being sought namely bagasse-season and coal-season to cover different operating scenarios. Off-Season: Both boilers will use coal as fuel. Further, all necessary measures shall be taken to acquire additional biomass from surroundings industries; and it is estimated that one boiler would be able to generate electricity on biomass for at least 60 days during the OffSeason. During off-season, steam turbines will operate in full condensing modes and turbines have been designed to accommodate full steam generation of boiler providing additional electricity to the national grid G. Overall Plant and Energy Balance: Each unit will be designed, manufactured, installed and commissioned as per internationally accepted practices and standards. The Project's estimated key performance data and energy balance is set out below: Off Season Crushing Season 107.54 88.78 201 120 Net Capacity (MW) Days Operation Net Capacity (weighted average) • Net Plant Efficiency (weighted average) H. 100.53 MW 28.00% Plant Commissioning, Operating and Maintenance Philosophies: Energy environment requires a smart approach for the commissioning, operations, and maintenance of power generation facilities. The commissioning process follows the construction of the plant and facilities and brings it in operation in a safe and controlled manner. During commissioning the plant will be operated over a range of conditions to ensure that it can operate reliably and efficiently, when in operational service. All the project activities including commissioning and testing will be supervised by the FEL team along with appointed French consultants CdF INGENIERE who have successfully commissioned similar bagasse/coal fired projects in other countries. The philosophy behind the O&M approach is to have the operational excellence and performance optimization. Fatima Group promotes the reliable and economic plant • • operation through predictive maintenance programs to avoid unplanned outages. Operation and maintenance of the Project shall be carried out in accordance with the prudent cogeneration plant practices which include: • Arrangement of a complete and competent operation and maintenance staff and the supervision and management thereof. • Execution of all necessary day to day services and maintenance (as well as major overhauls) in accordance with original equipment manufacturer's instructions. • Operation of the plant within the operation criteria. J. Training and Development: The EPC Contractor shall carry out the training of the Employer's Personnel in the operation and maintenance. During commissioning and start-up period, vendor specific training will be provided on-site to the Employer's personnel for specified specialist skill necessary for the operation and maintenance of the plant machinery and equipment. For sustainable optimized performance, Fatima Group offers excellent opportunities and prospects for personal and professional growth. It has its own technical training centres and a training need analysis (TNA) based program which determines the training needs and provides training to its employees. The program has cross-functional trainings for the availability of multi skilled people. In order to upgrade the technical capabilities, different national and international certification programs are offered to its employees. Fatima Group has its own succession plan for the employee which is implemented under Management of • Personnel Change (MOPC). • K. Safety: / Fatima Energy Limited will adopt corporate guidelines to ensure safety of men and material deployed at plant site. Fatima as a group strives to ensure that the community works in a healthy, safe and environmental friendly atmosphere. For this reason the company has designed its values and behaviours amongst which Health, Safety and Environment (HSE) is of utmost importance and priority. Fatima Group is committed to building a safe and healthy workforce that contributes towards the business growth and sustainability. It has a proactive approach to achieve zero harm and making endeavours to align itself with internationally recognized DuPont Safety Management Systems. L. Capital Budget: The project is expected to cost US$ 234.66 million inclusive of all costs, with the EPC contract representing approximately US$ 173.62 million of the said amount. The balance includes land, project development, pre-operational costs, project specific non EPC costs, financing/insurance fees, expenses of consultants and all professional fees as well as overheads of the company. M. Reference Project Cost: Project Cost USD Million EPC • • 173.62 Non EPC Cost 8.25 Custom Duties & Withholding taxes On Shore EPC 8.40 Lenders' Fees and charges 6.16 Insurance 2.34 Fuel during testing 1.35 0 & M Mobilization Advance 2.00 Development Cost 8.12 Project Cost (before IDC) 210.24 Interest during construction 24.42 Total Project Cost N. 234.66 Financial Plan: The Project Cost will be funded on the basis of a Debt: Equity ratio of 75:25 implying a total debt requirement of USD 175.99 million; and a total equity requirement of USD 58.66 million, based on a Project Cost of USD 234.66 million. 0. • • Implementation Schedule/ Timeline: The following provides the key dates for the Project development: Registration with PPIB 23Aug 2010 ITB Issued 21 Jul 2011 Evaluation of the Bids 31 Jan 2012 Negotiations and award of the EPC Contract 31 Jan 2013 Filing of tariff petition with NEPRA 1 Feb 2013 Issuance of Tariff Ruling by NEPRA (Expected) 30 Apr 2013 Posting of Bank Guarantee with PPIB & LOS 15 May 2013 Financial Closing 31 May 2013 Commercial Operations Date 30 Nov 2015 In light of above schedule, the plant will be fully operational to generate electricity by 1 Dec 2015. P. Main Sponsor Fatima Group has its roots since 1936 when the family commenced business. Thereafter, with the hard work done over the last 75 years, the third generation of the same family now owns Fatima Group as one of the most reputable industrial and multi-disciplinary groups of Pakistan. Today, the Group with a work force of 10,000 personnel is engaged in trading of commodities, manufacturing of fertilizers, textiles, sugar, mining and energy. The Group has made exceptional progress in the last two decades by achieving a turnover of circa USD 728 Million and EBITDA of USD 264 Million. Further, the Group currently operates captive power plants with cumulative capacity of 159 MW - supplying electricity to various entities within the Group. FSML, the Sponsor Company, is one of the vital units of Fatima Group principally engaged in the business of manufacture and sale of white refined sugar and molasses (as a by-product) • • with its daily crushing capacity of 10,500 MT. The resulting bagasse from the sugar is planned to be utilized as fuel in the Project. FSML was incorporated as a public limited company in 1988 and the mills are located at FazalGarhSanawan, Tehsil KotAdu, District Muzaffargarh in the Province of Punjab. The Project is being developed through Fatima Energy Limited, a public limited company, which is sponsored by the Fatima Sugar Mills Limited. Fatima Group financials are: Fatima International Divisions Trade Fertilizers • • Companies Status as at Textile Sugar Pakarab Fatima Fazal Reliance Fatima Reliance Fertilizers Fertilizer Cloth Weaving Sugar Commodities Total Total 31st Dec 31st Dec 30th Jun 30th Jun 30th Sep 30th Jun Rs US $ 2012 (Est.) 2012 (Est.) 2012 2012 2012 2012 (Million) (Million) Total Assets 53,149 78,741 20,577 5,935 10,116 6,298 174,816 1,784 Shareholders' 19,427 28,540 9,266 2,115 6,317 5,078 70,743 722 Net Sales 8,083 29,778 19,750 8,699 4,631 362 71,303 728 Gross Profit 1,637 16,550 2,831 914 602 88 22,622 231 EBITDA 3,041 16,248 3,210 846 837 1,710 25,892 264 Equity Q. Management Capability: The Management Team of Fatima Energy Limited consists of energetic, highly qualified and experienced professionals. They excel in qualities like leadership, collaboration and project management etc. They have experience in managing the large industrial projects and commercial businesses. These Professionals are proficient with technical and entrepreneurial skills. They are confident, dynamic, creative and ready to take future challenges. R. Plant Detail 1. Name of Applicant Fatima Energy Limited 2. Registered Office E-110, Khayaban-e Jinnah (DHA Boulevard) Lahore Cantt. 3. Business Office Office # 28-30, 2nd Floor, Park Lane Tower, Mall of Lahore, Lahore 54810 4. Plant Location Fatima Sugar Mills Ltd.,Sanawan, Tehsil KotAdu,District Muzaffargarh, Punjab, Pakistan 5. Type of Facility Co-Generation Power Project 6. Proposed Buyer NTDC and FSML/other BPC(s) 7. Plant Configuration 2 x 60 MW Cogeneration 8. Emission values NOx 1200mg/Nm3 dry at 6% 02 SOx. 1500 mg/Nm3 dry at 6% 02 50 mg/Nm3 dry at 6% 02 Dust CO 800mg/Nm3 dry at 6% 02 9. Installed Capacity 118.9MW gross 10. Auxiliary Consumption 11.36 MW 11. Net output (MSC) Off Season 107.54 MW , Season 88.78MW 12. Life of facility 30 years <-. ANNEXURE-1: SITE MAP Kot Qaisrani • Ahmed ur Sia Taunsa • • • Sherga • era Din Panah s Kot Addu Mamdanl • Kabirwalj Kula Shah Sa udain • anawan PROJECT LOCATION • ahmood Kot MULTAN. 14AU a Abad Chhutta Rap Ram Legend Shah Sultan • Provincial Boundary IJarnpur Super Highway Shah Sultan Mug haian •, Road Netwrok - Jatoi Jeep able Track ala P•11 1.11 Railway Track BaOwala • River Proposed Project Site Area • Alipur Fazilpur 1 Janpur Town Airport unyapur • Agilpur • Mohib Stints ch Shall ttubarakpur • 23htned Pur East 11d" C I OH Form A Pg. THIRD SCHEDULE [ St sec1100 106 ■ FORM A - ANNUAL RETURN OF COMPANY HAVING SHARE CAPITAL V047770 1 rfexstf.,[fp, ffu FATIMA EtiERG‘r LIMITED flafeeI the ',Drnpan, ,,C111/201 riff. [f • ear, 72/11,2012 I e (111 [1,1, F.100, fear., PART - A 1 1OHCRE CANT' lall/re fepqab E[[110 ItHAYfatiA[fl E P01114 , e [-[1[ • J'e [It[saI uannlalotaild ;10,111 torn [u[11•,1 742111328462 [..4356:1283 e [a ti- [- ft4 - All [ED (OTHER, IC/A1 I,[..ErfERa., 0 AU/I.,,,1 [Pare I/O of :>ha/es Face Value Arnr,,rt 200 On 00 10 ■ IS AA, C_al 1101 I/O CI .1/Apt Issue PI[ce Amount 150 00003 ' `[.e '[[ 1..1[4 ..1 01 r[fl 1,1[[[tgaue, hot ur 11 Pa/ If, film a of 11/•1101101P1 I 11,1f1f.ff4 ■■ • 111% Held 0 SII■ 11 Clifel Exacollv• F[AZAL AIlMA2/S11E11.11 Jfl !PC 2610.30437410 41 A L.1,41.°[11.° ROAL. 1,11.1.7 All C All imps://eservices.seep.gov.pk/eServices/EFormCorarollerServlet?pwscustomFormName- 1 11 2(112 Form A 1),WC Tt PQ 0 15. Clismf ' Ian 16 Secretary A, 6Ar Al I .,IlEI NI II I 11)11. hiAt. ST 15 BLOCK-Y DHA, PI L 1' 1/ Legal Ativizor Ar,i1)11iRRH11,1 A l■ 114All ROA]) AHURL- 1,,AN I I 18, Auditors. ,3C,LLEM ZNL1( 1J I A AE1V B sh-„.%P 1,1EV. rc IDEA I a 1 ){.1 19. 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Is correctly aft■ l' 11 • 1'0112012 Ai l',Ar Al I 011111 51 11 11,,t1, 11 t 1110 I_ el,i111,10 ✓ SeLretary Previous Page Next Page https://eservices.secp.g,ov.pk/eServices/HormControllerServIct?pwscustomFormNamc- ... 13'1 1 2012 The Companies Oldinance, 19,1 (('011q)11111' 'Millie(' by Shales) 111VIVIORANDUIN1 OF ASSOCIATION OF FATINIA EINEIZGY 1.-; A rvi VNVIZCY lo,(;r"urp,r,11,01,1,1(1,.. I flintily \\ill Pc 1)1h, Hy• 1 I I. )11 ,', 1 )11111 all m ,110; ()1 the ii)ilm1",111' '0111),111', / 1:; C!,1;11)11:;ht'd h'110W111/', :,1111 (21.111: ,(•!;, 111(' a'111e. (11 lel (1110 d',Viie', 1 to lunil or any other ';II( 11 :;111) (1;111!;C::). 1'; 10 ',A111111 lb ',Old 141::111(:,; 14(.1(.011(11 y genet:11nm and :,upplici:; of and deall 14 , CM! \ acennuil,Om elea teal :uid ielated appliances, cables, Nviredines, accumulate.. distribute and supply elect] iciL 11d 1_11 ■ kailps and win Com the pin po:;e of li;da, heat, motive power, and fot all oilier purpw;(:!; which (decnical enenl,y can he employed, and to manufacture and deal in all appat anis and things required lot or employed, and to ► anulactme and deal in things required fOr or capable of being, used in connection III apparativ; ith the ENnetation, distribution, supply, accumulation, and employment of of electricity, including in the term electricity all power.that may be dileeilv inditectiv derived there from or inay be incidentally hereafter discoveted iu dealing with clectl icily. fo aequile and take over the ownership :mil all assets and liabilities or am, in or Cot poi alion in line with a view them cto to cutlet Mk) 111 lalq!Cillellt and carte into cocci the same with or \villiotil modification. ,ich means of making known the products and business or the 10 adopt :;, Company as may seem e7-Tedient and in pal ticular by advcilisement and publicity in the piess or otherwise exhibitions, publication of hooks and periodicals and by prizes, reward and din tations. 1 To purchase or acquire, protect, prolong and renew, whether in Pakistan or elsewhere any patent rights, brevetted invention licenses, protections, concessions, and the like, which may appear likely to be advantageous or useful to the Company and to use, turn to account and / or manufacture uncle' of giant licenses or privileges, in respect of the same and to spend money in experimenting upon and testMg in or imploving or seeking, to improve any patents, inventions of tights which the Company may acquire or propose to tlequire. 1 1 fo acquire, hold or dispose of investments in shaft's, modai.11) participation icon certificates, tem) finance ceitilicates, mushat unit lin.tt certificates mutual hind certificates, mutual 1111 debentures, debenture stocks, bonds, obligations and seemilies company, any ( 4)N/eminent, commission, public body or author municipal, local or otherwise. o. To bort ow, or secure the payment of money by the issue of participation let 111 mushauka certificates, unite trust certificates, mutual fund (srtifi•:111-:, modaraba certificates, term finance certificates, debentures, debenture stocks, bonds, obligations and securities of all kinds, and secure the same as nciv seem expedient with full power to make same hansle► ble by delivery oi by ift:iininclit of tiansfer or otherwise on the untie! taking of the company of upon ttIP' specific property and rights present and future of die ( 'empany or ()Ohl wise, however, collaterally or further to secure :111 :, (2( 111111C, Company by a trust deed or any other assutance. any plonk:11v or rights acquired by the Company, either in cash, of fully paid -hft s or by the issue of securities, or partly in one mode turd patty in another and generally on such terms as may be determined. g. To (haw, make, accept, endorse, discount, execute and issue cheques, omissory notes, bills of exchange, bills of lading, warrants, debentures, and other negotiable or hansferable instruments but not to aet as banking company. I o support and subscribe to any charitable or public object including cHnations to charitable and benevolent foundations and any institution, ',ociely, or r lub or for any purpose which may be fOr the benefit of the comp•my or its employees, or may be connected with or for• the benefit and wc1 fare of any town or place where the Company earl its on business, to ON e pensions, lnaluities or charitable aid to any persons who may have been dile( tors of ot may have served the Company, or the wives, children or othc1 or dependents of such persons, to make payments towards insurance, 1('1111 and to fot in and contribute to provident and benevolent funds fOr the benefit of anv such pclsons, or of their wives, children or other relatives of dep, lidents. 1 r. n / -7 10. To invest the surplus monies of the Company not immediately required in such lawful form as may be thought expedient. • 11. To open an account or accounts with any bank or banks and to pay into and to withdraw monies from such account or accounts. 12. To procure the Company to be registered or recognized in any foreign country or any place for the promotion of any business of the Company. 13. To enter into partnership or arrangement in the nature of a partnership, operation or union of interest, with any person or persons, Compal Corporation engaged or interested or about.to become engaged or interes the carrying on or conduct of any business or enterprise which the compa authorised to carry on or conduct or from which the company would or '.11' derive any benefit. 11 'I sell or dispose ()I' the undertaking of the Company or any part thereof in such manner and for such consideration as the Company may think lit and in pain( tilar lot shales, debentures, debenture stocks or securities of any other company whether p► omoted by this Company for the purpose or not, and to improve, manage, develop, exchange, lease, dispose of, turn to aconint, Or otherwise deal with all or any part of the property and rights of the Company. 15. To pay all the preliminary expenses of any kind and incidental to the lormation and in/ ()rpm ation of the Company out of the funds oldie Company. 16. To distribute any of the company's property among the members in specie or in any mdmier whatsoever. 17. To accept shares, Mamba certificates, participation term certificates, term finance certificates, musharika certificates, bonds, debentures or other securities of any other company in payment or part payment of any services rendered or for any sale made to or debt owing from any such company but not to act as investment company. 18. To advance money to staff members, customers and others having dealing with the Company with or without security upon such terms as may deem expedient. 19. To give any guarantee in relation to the payment of any loan, debenturestocks, bonds, obligations, securities in respect of this company. 20. To create any reserve fund, sinking fund, insurance fund or any other special fund whether of depreciation or for repairing, insuring, improving, extending or maintaining any of the property of the Company or for any other purpose conducive in the interests of the Company. 3 To issue any shares of the Company at par or at premium or at a discount 21. subject to any permission required by law. 22. 'fo remunerate any person or Company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of or under-writing of any of the shares in the company's capital or any debentures, debenture stocks or other securities of the Company, or in or about the formation and promotion of the Company or the conduct of this business. ity„ sopicm•, To enter into any arrangement with any Government or audio] municipal, local or otherwise that may seem conducive to the Company's ily objeck or ;my of them and to obtain from ally such ( lovernment or author all rights, concessions and privileges which the company may think hi desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions. 24. And generally to do all such other things as are incidental or conducive to the attainment ()Idle above objects or any of them. 25. Notwith::Linding, anything stated in any object clause, the Company shall approval or license from the competent authority, as may be obtain required oildcr any law for the time being in force, to nuclei lake a particular husiness. 26. It is declared Ihat notwithstanding anything contained in the foregoing object clause of this Memorandum of Association, nothing contained therein shall he construed a:, empowering the Company to undertake or to indulge in business of hankies, company, banking leasing, prepayment sales scheme, lottery scheme, investments, managing agency or insurance business (litcelly or indit ectly as restricted under the law or any unlawful oper ;i 1,V2A MI,11' I itAi?, I }1,...()7(,(1; ,I Mr-, LA/Al IAl [Al I I Mrs AMP Il2II I MAI IMOOI) PAIG :Iron) Pily LIABILITY: I 1 11c (I ill, 1 The liability of the members is limited. ; V. CAPITAL: The capital of the Company is Rs.10,000,000 (Rupees Ten million only) divided into 1,000,000 ordinary shares of Rs.10 (Rupees ten only) each with the power to increase and reduce the Capital of the Company and to divide the shares in the Capital for the time being into several classes. A .,'e- the several persons whose names and addresses are subscribed below are desirous of being formed into pursuance of this Memorandum of Association and respectively agree to take the number of Shat Cc, in the Company's capital as set opposite to our respective names: a Company in Name & Surname (Present & Former) in Full (In Pluck Letters) -FAWAD AHMED MUKHIAR SHEIKH 36302-2741274-7 FAZAL AHMED :DHEIKH 41!,302-0543241-9 AISAL ‘,1UKHTAR SHEIKH 322-87-026025 -- ---- ---- _MIS AMBREEN F AWAD 36302 FATIMA Mr:, FAZAL 36302- , Mrs ME/INAZ AM[1:1 36302IF-M[1AR MAHMOnN Number of Shares taken By each Subscriber Father's/Husband's Name in Full Nationality With any Former Nationality Occupation Residential Address Mukhtar Mian Ahmed Sheikh Pakistani Industrialist 43-A Road, Cantt. Qasim Multan 5000 Mukhtar Mian Ahmed Sheikh Pakistani Industrialist Qasim Multan 5000 Mukhtar Mian Ahmed Sheikh Pakistani Industrialist 43-A Road, Cantt. 43-A Road, Cantt. Qasim Multan 5000 Mukhtar Mian Ahmed (:theikh Pakistani Industrialist Hap Habib Ullah Hall Hakistniti Industrialist ABDUL SAffAR ;UL I AN AI IMED Industrialist Pakistani Service (Private) Pakistani BAIG 36302-8146686-3 Signe .. — lc-- Qasim 43-A Road, Multan Gantt. Qasim 43-A Road, Multan _ Cantt. Qasim 43-A Road, Multan Cantt. 140-Hassan Parwana Road, Multan 5000 5000 ,°, ' 5000 Odf.J 5000 // TOTAL 351)00 -7) ..N.. 'P d ied the 101' day of June 2004 V° Multan rA Witness to above Signatute: Atklicss. K iL„, ' ';■ '%/., ' Shahid Ismail 243-A, Shah Rukn Alam C NIC 36302-2040404-9 Name: t;5',t._,:it.,31t, the c any In the Register of Companies ,I CERTIFIED TO BE TRUE COPY -.2 ) S. No. of the document ____ ) Name of the Company _4art C) d) Description of the hs Including enclosurfs cf t 0 ,i_ 1 e) Filed this .',2,1......h.L(Pay. cif _ -frt,--c -. 2 Under the Provisions of die Companies • r. JOINT REGISTicompAnuir COMPANY REGISTRATION OFFICE LAHORE. Ordinatiee, 1984 ✓ 5 1". Joist Registrar of Companier MULTAN REGION. MULTAIs( C 271 rn fri Vierr; Tr17 STAN 1,1 I The Companies Ordinance, 1984 (Company Limited by shares) ARTICLES OF ASSOCIATION OF FATIMA ENERGY LIMITED I. PRELIMINARY . T he Regulations conlained in Table 'A' of the First Schedule to the Companies . Ordinance, 1984 (the Oldinanee) shall not apply to the Company except as may be 41) S repro(hiced herein. The marginal note:; hetet() shall not affect the construction hereof and in these _-,. present:, unless there is soinetiling i 11 the subject or context inconsistent therewith: (1) " [Ile Company" moans FATIMA ENERGY IAMITED. (ii) \Voids signifyiiw the singulat numbers shall include the plural and vice versa. (iii) V,7 olds signifying mdles shall extend to and include females. (iv) Words signil.yMg persons shall apply mutates mutandis to corporations. (v) "The Ordinance" or "the said Ordinance" means The Companies Ordinance, 1934" as amended horn time to time. ,vi) The word "month" shall mean calendar month according to the English style. (vii) The words "Special Resolution" and "Extraordinary Resolution" shall have the meanings assigned thereto respectively by the Ordinance. (viii) "Members" means member of the Company in accordance with the provisions of Sect ion 2(1)(21) of the Ordinance. ) The words "The Office" means the Registered Office for the time being of the (ix) Company. (x) The word "Directors" shall mean the Directors for the time being and shall include alternate Directors. (xi) "'1 lie Secretary" means the ;ecietaty for the time being of the Company. 111 (xii) The word "Board" means a meeting of the Directors duly called and constituted or as the case may be, the directors assembled at a Board. • (xiii) "Proxy" includes an attorney duly constituted under a power of attorney. (xiv) The word "Dividend" includes bonus. (xv) Subject as aforesaid any words or expressions detained in the Ordinance shall, except \vhere the subject or context forbids, bear the same meaning in these Articles. (xvi) The word "Seal" means the Common Seal of the Company. (xvii) he words "The Register" means the Register of Members to be kept pursuant to Seelion 147 of the Ordinance. • ,xviii) 'I he words "in writing" or "written" include printing, lithography and other modes of rept esenting words or reproducing words in visible form. • No shareholder or other person except to the extent expressly permitted by the 3. Oldinance or these Regulations, or any covenants made by the Company, shall be entitled to enter the propery of the Company or to inspect or examine the Company's books of ion of the Directors of Company for the time being or to account without the permiT, reouil c disclosure of any information respecting any detail of the Company's business or in the nature of a trade secret, mystery of trade or secret any ► atter which is e ► may b• which may relate to the conduct of the business of ,1):11•;never process c)i- or ;In) matter \\ the Company and which in the opinion of the Board, it might be inexpedient in the interest of the members of the Company to communicate. II. BUSINESS The business of the Company shall include the several objects expressed in the Memorandum of Association or those which arc within its scope and meaning and all incidental matters taken or to be taken in hand, as the Directors in their discretion shall think fit, and all matters which may appear to the Directors to he expedient for attaining these objects. The business shall be carried on by or under the management of Directors, subject only to such control of General Meeting as is provided for by these Articles and 4. the Ordinance. The Directors shall have regard to the restrictions on the commence business imposed by Section 146 of the Ordinance if and so far as those testi] ti binding upon the Company. ,o III. CAPITAL (a) SHARES The Capital of the Company is Rs.10,000,000 (Rupees Ten million only) divided 6. into 1,000,000 ordinary shares of Rs.10 (Rupees ten only) each. The minimum subscription upon which the Directors may proceed to allotment 7. has been fixed by the Directors at Rs.350,000/- only. The Directors shall observe the restrictions as to allotment contained in section 68 8. of the Ordinance. • Subject to the provisions of the Ordinance and Article 41 and the remainder of 9. 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 or otherwise dispose off the same or any of them to such person and on such terms and conditions as the Board may think fit, subject to Section 84 of the Ordinance, the Board may issue shares at a discount. The shares in the Capital of the Company may be allotted in payment for any 10. property sold or transferred, goods or machinery supplied or for services rendered to the Company in or about the formation or promotion of the Company or the conducts of its business, and any shares which may be so allotted may be issued as fully paid up otherwise than in cash, and if so issued shall be deemed to be fully paid up shares as aforesaid. No share shall be offered for subscription except upon terms that the amount 11. payable upon application shall be full amount, and the Directors shall as regards any allotment of shares, duly comply with such of the provisions of Section 68 to 73 of the Ordinance, as may be applicable thereto. A share may be registered in the name of any limited Company or other corporate body, but not in the name of a firm. Not more than two persons shall be registered as joint holder of any shares. The Company shall not give, whether directly or indirectly, and whether by means 12. of a loan, guarantee, provisions of security or otherwise, any financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company, nor shall the Company make a loan. for any purpose whatsoever on the security of its shares, but nothing in the Articles shall prohibit any transaction which may be permitted by the Ordinance. Except as required by law, no person shall be recognized by the Company as 13. holding any share upon any trust and the Company shall not be bound by or be comp in any way to recognise (even when having notice thereof) any equitable, cont . future or partial interest in any shares or any interest in any fractional part of a (except only as in these Articles or by law otherwise provided) any other rights of any share except an absolute right to the entirely thereof in the registered hoick 3 The Company shall cause to be kept a Register of Members and index of 14. Members in accordance with Section 147 of the Ordinance. The Register of Members and the Index of Members shall be open to inspection 15. of members gratis. (b) CERTIFICATE Every person whose name is entered as a Member in the Register shall be entitled 16. without payment to one certificate for all his shares of each class, or upon payment of such sum, not exceeding ten rupees for every certificate after the first, as the Directors shall from time to time determine, to several certificates, each foreign or more of his shares. Every certificate shall be issued within three months after allotment or within forty five days after the lodgment with the Company of the transfer of the shares unless the conditions of issue of such shares otherwise provide and shall be under the seal of the Company, and bear the autographic signatures of one Director and the Secretary, and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon. The Directors may by resolution determine, either generally or in any particular case, that the signature of any Director may affixed by some mechanical means to be specified in such resolution provided that the use of such means is by such resolution restricted to certificates which have first been approved for sealing by the Auditors, or Bankers of the Company in writing. The Company shall not be bound to register more than four persons as the joint 17. holders of any shares (except in the case of executors or trustees of a deceased Member) and in the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefore, and the delivery of a certificate for a share to any one of the several joint holders shall be sufficient delivery to all. If a share certificate be defaced, lost or destroyed, it may be replaced on payment 18. of such fee (if any) not exceeding ten rupee and on such terms (if any) as to evidence and indemnity and payment of expenses incurred by the Company in investigating titles as the Directors may think fit. Where under the powers in that behalf herein contained any shares are sold by 19. the Directors and the certificate thereof has not been delivered to the Company by the former holder of the said shares, the Directors may issue a new certificate for such shares distinguishing it in such manner as they may think fit from the certificate not so delivered. Subject to the provisions hereinafter set forth any Member may transfer 20. of his shares by instrument in writing in usual or common form or any other Directors may approve. 4 Zit I. 0.7‘ TRANSFER DEED INSTRUMENT OF TRANSFER OF ANY SHARE IN THE COMPANY SHALL BE IN FOLLOWING FORM OR IN ANY USUAL OR COMMON FORM ACCEPTABLE TO DIRECTORS: FATIMA ENERGY LIMITED of in consideration of the sum of Rs._ ______ _ paid ____ of to me by shares (hereinafter called the Transferee) do hereby transfer to the transferee ____ standing to each and numbered of Rs._____ ____ in my name in the books of FATIMA ENERGY LIMITED to hold un to the Transferee, his executors, administrators, successors and assignee, subject to the several conditions on which 1 held the same at the time of the execution hereof, and I, the Transferee do hereby agree to take the Share(s) subject to the same conditions As witness our hands, this day of , 20 The instrument of transfer of any shares shall be signed by or on behalf of both 21. the transferor and transferee and the transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the register in respect thereof. ovidud that the Directors may dispense with the signature on the instrument of transfer by or on behalf of the transfei cc in any case in which they think lit in their discretion to do so 22. 'the I )vectors may also decline to recognize any instrument of transfer, unless: (a) The instrument of transfer is deposited at the office or such other place as the Directors may appoint accompanied by the certificates of the shares to which it relates and such other evidence as the Directors may reasonably require to show the rights of the transfer or to make the transfer. (b) The instrument of transfer is in respect of only one class of shares. The Directors shall not refuse to transfer any fully paid shares unless the transfer 23. deed is defective or invalid. If the Directors refuse to register a transfer of shares, they shall within one month after the date on which the transfer was lodged with the Company send to the transferee and the transferor notice of refusal indicating the defect or invalidity to the transferee, who shall after removal of such defect or invalidity be entitled to re-lodge the transfer with the Company. There shall be paid to the Company, in respect of the registration of any Probate 24. r Letters of Administration, Certificates of marriage or death, power of attome • ettglst lug lik}ere documents relating to or affecting the title to any shares, such fee, not e rupees, as the Directors from time to time require or prescribe. 5 '1 Nothing in these Articles shall preclude the Directors from recognizing a 25. renunciation of the allotment of any share by the allottee in favour of some other person. All instruments of transfer which shall be registered shall be retained by the 26. Company, but any instrument which the Directors may decline to register shall (except in any case of fraud) be returned to the person depositing the same. The Directors may cause to be destroyed all transfer deeds lying with the Company after such period as they may determine. On giving seven days previous notice the Register of Members may be closed for 27. such period or periods not exceeding in whole forty live in any one year as the Directors from time to time direct, but so that the Register shall not be closed Ibr a period longer hat thirty days at a time. In case of the death of a Member, the survivor or survivors where the deceased 28. was a joint holder, and the legal personal representative of the deceased where he was a sole or the only surviving holder shall be the only person recognized by the Company as having any title to his interest in the shares, but nothing in this Article shall release the estate of a deceased joint holder from any liability in respect of any shares jointly held by him. )9. The Company shall not be bound to recognize such executors or administrators unless they have obtained probate or letters of administration from a duly constituted Court in Pakistan. Provided nevertheless that in any case where the Directors in there ah:;olute discretion think lit shall he lawful for the Directors to recognize the title of any person claiming to he cut if led to the share, whether in a representative capacity or not and to dispei•,e Nvii It production of probate or letters of administration on the production of such other evidence of title as the Directors may require, and upon such terms as the indemnity or otherwise as they may think lit. Any person becoming entitled to a share in consequence of the death or ";*(). insolvency of a Member may, upon evidence as to his title being produced as may from iliac to time be required by the Directors and subject as hereinafter provided elect either to he registered himself as holder of the share of or to have some other person nominated by hint, registered as the transferee thereof, but the Directors shall in either case have the same right to decline or suspend registration as they would have had in the case of a Hamster of the share by that member before his death or Bankruptcy as the case may be. lf the person so becoming entitled shall elect to be registered himself he shall 1. &liver of sent to the Company a notice in writing signed by him, stating that he so elects. It he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and prov the,,e Articles iclating to the right to transfer and the registration of transf shall he applicable to any such notice or transfer as aforesaid as if the cleat of a Member had not occurred and the notice of transfer were a transfe Member. 6 A person becoming entitled to a share by reason of death or insolvency of the d to b e entitle we 32. holder shall (subject to his complying with the provisions of htese Articles) d if he re e ave been entitl the same dividends and other advantages to which he would h the registered holder of the share. Provided always that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within ninety days the Directors may thereafter withhold payment of all dividends or other money payable on or in respect of the share until the requirements of the notice have been complied with. A person entitled to a share by transmission shall be entitled to receive and may 33. give a discharge for any dividends or other moneys payable in respect of the share. (c) BORROWING POWERS The Directors may, from time to time, borrow or raise any sums of money for and 34. on behalf of the Company from any person or persons, firms, banks, companies, corporation or any other body or they may themselves advance moneys to the Company on such terms that may be agreed upon by the Directors after the commencement of business. The Directors may borrow or secure the repayment of such sum or sums in any 35. manner and upon any terms and conditions in all respect as they think fit. Debentures, debenture stocks, bonds, PTCs and other securities issued by the 36. Company may he made assignable free from any equities between the Company and the pe rson to whom the same may be issued. d ebenre scks, bon an , Subject to Section 120 of the Ordinance, debentures, r otherwise and with dsy 37. PICs or other securities may be issued at discount, premium o special privileges as to redemption, surrender, drawing, allotment of shares, a tending, voting at General Meetings of the Company, appointme of Directors orotherwise and as may be permissible by law. The Directors shall cause a proper register to be kept in accordance with Section 3S. 35 of the Ordinance of all mortgages and charges specially affecting the property of the Company, and shall duly comply with the requirements of the Ordinance in regard to the registration of mortgages and charges. If the Directors or any of them or any other person shall become personally liable 39. for the payment of any sum primarily due from the Company, the Directors may execute or cause to be executed any mortgages, charge or security over or affecting the wh( any part of the assets of the Company by way of indemnity to secure the D persons so becoming liable as aforesaid from any loss in respect of such liab (d) INCREASE AND REDUCTION OF CAPITAL The Company in General Meeting may from time to time by Spe 40. increase the Capital by creation of new shares of such amount as ma expedient. The new shares shall be issued upon such terms and conditions an 7 rights and privileges annexed thereto as the General Meeting resolving upon the creation thereof shall direct and if no direction be given, as the Directors shall determine and in particular subject to any restrictions or limitations affecting the initial Capital prescribed by the Memorandum. Any Capital raised by the creation of new shares shall be considered as part of the original capital in all respects so far as may be and shall be subject to the foregoing provisions with reference to the transfer and transmission, unless it may be otherwise resolved upon by the General Meeting sanctioning the increase. All new shares shall before issue be offered to the Members of the Company in 41. proportion as nearly as the circumstances admit, to the account of the existing shares held by each Member. The offer shall be made by notice specifying the number of shares olThred and limiting a time within which the offer, if not accepted will be deemed to be declined and after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of the same in such manner as they think most beneficial to the • Company. The Company may from time to time and subject to any incident authorised and 42. equi red by law, by Special Resolution reduce its Capital by paying off Capital or consent ► canceling Capital which has been lost or is unrepresented by available assets or by reducing the liability on the shares or otherwise as may seem expedient and Capital may be paid off upon the footing that it may be called up again or otherwise. • (e) CONSOLIDATION AND SUB-DIVISION OF SHARES 43 The Company may by Ordinary Resolution:(a) (b) • Consolidate and divide its share capital into shares of a larger denomination than its existing shares. Sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association subject nevertheless, to the provisions of clause (d) of sub-section (I) of section 92 of the Ordinance. IP (c) Cancel any shares, which, at the date of the passing of the resolution, have not been taken or agreed to be taken up by any person. IV MEETINGS (a) GENERAL MEETINGS The Statutory Meeting of the Company shall be held within the period requi 44. Section 157 of the Ordinance. A General Meeting of the Company shall be held once at least in every calendar 45. year at such time and place as may be determined upon by the Company in General Meeting or in default of any such determination by the Director, but so that not more than fifteen months shall elapse between any two such meetings. The above-mentioned General Meeting shall be called Ordinary Meetings; all 46. other General Meetings shall be called Extraordinary. The Directors may whenever they think fit, call on Extraordinary General 47. Meeting. Extraordinary General Meeting shall also be called on such requisition, or in default, may he called by such requisitionists, as provided by Section 159 of the Ordinance. (b) PROCEEDINGS AT GENERAL MEETING Subject to the provisions of sub-section 36(1) of section 2 of the Ordinance 48. relating to special resolutions, twenty-one day's notice at least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day lbr which the notice is given) specifying the place, the day and the hour of meeting and, in case of special business, the general nature of that special business, shall be given in the manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the Company in General Meeting, to such persons as are, under the Ordinance or the regulations of the Company, entitled to receive such notice from the Company. With the consent of all the Members entitled to receive notice, of some particular meeting that meeting may he convened by such shorter notice, and in such manner as those Members may think fit. All business shall be deemed special that is transacted at an kxtra Ordinary 49. Meeting, and all that is transacted at an Ordinary Meeting with the exception of sanctioning a dividend, the consideration of the accounts, balance sheet and the ordinary reports of the Directors and Auditors, the election of Directors and other officers in the place of those retiring by rotation, and the appointment of Auditors and fixing their remuneration. The accidental omission to give any such notice to or the non-receipt of any such 50. notice by any of the Members shall not invalidate the proceedings at any meeting. No business shall be transacted at any General Meeting unless a quorum of 51. members is present at the time when the meeting proceeds for business. Save as herein otherwise provided, two (2) Members present personally representing not less than 25% of the total voting power, either of their own account or as proxies shall be a quorum. If within half an hour from the time appointed for the meeting a c. 52. present, the meeting, if called upon the requisition of Members, shall be d . other case it shall stand adjourned to the same day in the next week in tl place and if at the adjourned meeting a quorum is not present within h the time appointed for the meeting, the members present being not less t a quorum. 9 53. The Chairman, if any, of the Board of Directors shall preside at every General Meeting of the Company. If there is no such Chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as Chairman, the Directors present shall choose one of their members to be the Chairman. 54. The Chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment look place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 55. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded, in accordance with the provisions of Section 167 of the Ordinance and unless a poll is so demanded, a declaration by a Chairman that a resolution has, on a ,110 \‘; of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in Devour of or against that resolution. 56. If a poll is duly demanded, it shall be taken in the manner provided in Section 168 of the Ordinance, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A poll demanded on the election of a Chairman or on question of adjournment shall be taken forthwith, a poll demanded on any other question shill' he taken at such time as the Chairman of the meeting directs. 57. The hooks containing minutes of proceedings of General Meetings of the Company shall be kept at the Registered Office of the Company and shall during the business houts (subject to such reasonable restrictions as the Directors may from time to time or the Company in General Meeting impose) so that not less than two hours each day be allowed for inspection be open to the inspection of any member without charge. (c) VOTES OF MEMBERS Subject to any special rights or restrictions as to voting, upon which any shares 58. my be held, every Member present in person or by proxy (or being a corporation present by a representative) on a show of hands shall have one vote and on a poll shall have one vote in respect of each share held by him. 59. Subject to the provisions of these Articles, votes may be given eith by proxy but no corporation which is a member of this company shall v long as a resolution of its directors under Section 162 of the Ordinance au its officers or any other person to act as its representative at any meeting o shall be in force. 10 The instrument appointing a proxy shall be in writing under the hand of the 60. appointer or of his attorney duly authorised in writing, or if the appointer is a corporation either under the common seal or under the hand of an officer or attorney so authorised. Where there are joint holders of any share, any one such person may vote at any 61. meeting either personally or by proxy in respect of such shares as if he were solely entitled thereto; and if more than one of such joint holders be present at any meeting either personally or by proxy; the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the execution of the votes of the other holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members. • • A member of unsound mind, or in respect of whom an order has been made by 62. any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian and any such committee or guardian may, on a poll, vote by proxy. Any person entitled under these Articles to transfer of any share may vote at any 63. General Meeting in respect thereof in the same manner as if he were the registered holder of such shares. Provided that 72 hours at least before the time of holding the meeting at which he proposes to vote he shall satisfy the Board of his right to transfer of such shares, unless the Directors shall have previously admitted his right to vote at such meeting in respect thereof. Any Corporation which is a Member of the Company may by resolution of its 64. Directors or other governing body authorise such person as it thinks fit to act as its ► epresentative at any meeting of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member of the Company. • No person shall be appointed proxy who is not a Member of the Company or is 65. not qualified to vote, save that a member of the Company being a body corporate may appoint any person to act as its proxy provided that a person who is not a member of the Company may be appointed as Attorney for the purpose of signing any proxy under the provisions of Article 60. The instrument appointing a proxy and the power of attorney or other authority (ii 66. any) under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Registered office of the Company not less than forty-eight hours before, the time for holding the meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. A vote given in accordance with the terms of an instrument of proxy shall be valid 67. notwithstanding the previous death of the principal or revocation of the proxy o attorney or transfer of the share in respect of which the vote is given unless in writing of the death, revocation or transfer shall have been received Company at least twenty four hours before the meeting. 11 An instrument appointing a proxy may be in the following form or in any other 68. form which the Directors shall approve: FATIMA ENERGY LIMITED appoint a member of FATIMA ENERGY LIMITED I / WE as my proxy for vote and act for of whom failing of me and on my behalf at the Annual /Extraordinary General Meeting (as the case may be) , 20---- and at every adjournment day of of the Company to be held on the thereof dated this day of Signature Add, ess V. DIRECTORS (a) APPOINTMENT OF DIRECTORS 69. Unless otherwise determined by the Company in General Meeting the number of ectoi shall not be less than three. The (tibscribets to the Memorandum and Articles of Association shall be the first 70. directors of the Company who shall hold the office till the first Annual General Meeting. A Director who is about to leave or is absent from the district in which meetings 71. of the Directors are ordinarily held may with the approval of the Board appoint any person (including another Director) to be an Alternate Director during his absence. Plovided that such absence shall not be for less than a period of three months, and such appointment shall have effect and such appointee, whilst he holds office as the alternate Director shall be entitled in place of his appointer to exercise all the functions of his appointer as a Director of a Company but he shall ispofacto vacate office when his appointer returns or vacates office as a Director or removes the appointee from office, any appointment or removal under this Article shall be effected by notice in writing under the hand of the Director making the same. A casual vacancy occurring in the office of a Director may be filled up by the 72. Directors if the majority of the Directors concur in the appointment but the person so chosen shall be subject to retirement at the same time as if he had become a Director on the day on which the Directors in whose place he is appointed was elected a Director. 12 73. The qualification of a Director shall be his holding share to the, value of Rs.10 at least in his/her own name relatable in the case of a Director representing interest holding shares of the requisite value. 74. The continuing Directors may act notwithstanding any vacancy in their body, but when the number is reduced below the minimum above fixed, they may then act in emergencies or for the purpose of filling up vacancies in their body or summoning a General Meeting of the Company and they may so act notwithstanding the absence of the necessary quorum under the provisions of Article 87. 75. The office of the Director shall be vacated ispofacto on the grounds specified in Section 188 of the Ordinance and in addition: • (a). If removed by the resolution of Members as hereinafter provided; (b). If by notice in writing given to the Company he resigns his office. 76. Subject to the restrictions imposed by these Articles and the Ordinance and the observance and fulfillment thereof, no Director shall be disqualified from his office by contracting with the Company either as vendor, purchaser, agent, broker or otherwise, nor shall any subcontract or arrangement entered into, by or on behalf of the Company in which any Director is interested be avoided; nor shall any Director contracting or being so interested he liable to account to the Company for the profit realised from such contract or arrangement by reason only of his holding that office or the fiduciary relationship thereby established, but the nature of his interest must be disclosed by him at the meeting of the Board at which the contractor or arrangement is determined, if his interest then exists, or in any other case at the first meeting of the Board after the acquisition of the Board after the acquisition of his interest . 77. No Director, shall, as a Director, vote in respect of any contract or arrangement in which he is either directly or indirectly concerned provided however that the Directors or any of them may vote on any contract of indemnity against any loss which they or any one or more of them may suffer by reason of becoming or being sureties or surety for the Company. A general notice that any Director or Member of any specified Company and is to be regarded as interested in any subsequent transactions with such firm or Company shall be sufficient disclosure under this Article and after such general notice it shall not be necessary to give any special notice relating to any particular transaction with such fiun or Company. 78. A Director of this Company may be or become a Director of any Company pr ornoted by this Company, or in which it may be interested as a vendor, shareholder or otherwise and no such Director shall be liable to account for any benefit received as Di rector or Member of such Company. 79. The Company shall not make any loan or guarantee any loan mad of the Company or of a firm of which such Director is a partner or to priv which such Director is a Director. 13 (b) ELECTION AND RETIREMENT OF DIRECTORS The election of Directors shall be held every third year at the Annual General 80. Meeting in accordance with Section 178 of the Companies Ordinance, 1984. A Director elected shall stay in office for a period of three years unless he earlier resigns or ceases to be a Director under the provisions of Article 75. All elected Directors shall retire from office at the Annual General Meeting held 81. every third year. A Director retiring at a Meeting shall retain office until the dissolution of that Meeting. 82. A retiring Director shall be eligible for re-election. The Company may from time to time by Extra ordinary Resolution increase or 83. reduce the number of Directors. The Company may by Extra Ordinary Resolution remove any Directors before the 84. expiration of his period of office notwithstanding any thing contained in these Articles or in any Agreement between the Company and such Director, provided that the Resolution shall not be deemed to have been passed if the number of votes that would have been necessary For the election of a Director at the immediately preceding election of Directors The Company may by Ordinary Resolution appoint another person in place of a 85. Directoi removed from office under the immediately preceding Article, and without prejudice to the powers of the Directors hereinabove provided the Company in General Meeting may appoint any person to be a Director either to fill a casual vacancy or as an Additional Director. A person appointed in place of a Director so removed or to fill such vacancy shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Direct - (c) PROCEEDING OF DIRECTORS The Directors may meet together for the dispatch of business, a So. otherwise regulate their meeting, as they think fit. Questions arising at any me be decided by a majority of votes. A Director may and the secretary on the requi a Director shall, at any time summon a meeting of the Directors. It shall not be necessary to give notice of a meeting of Directors to any Director for the time being absent from Pakistan. The quorum necessary for the transaction of the business of the Directors shall be 87. a majority of the Directors for the time being in office The meeting of Directors at which a quorum is present shall be competent to 88. exercise all or any of the authorities, powers, and discretion by or under these Articles for the time being vested in or exercisable by the Directors generally. 14 The Directors may elect one of their member to be the Chairman of their meetings 89. and determine the period for which he is to hold office, but if no such Chairman is elected, or if at any meeting the Chairman is not present within fifteen minutes after the time appointed for holding the same the Directors present shall choose some one among themselves to be Chairman of such meeting. The office of the Chairman may be filled by any Director. The Directors may delegate any of their powers to committees consisting of such 90. members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors. • Unless a Chairman of the Committee is designated by the Directors, a Committee 91. may elect a Chairman of its meetings and if no such Chairman is designated or elected or at any meeting the Chairman is not present at the time appointed for holding the same, the Members present may choose one of their member to be Chairman of the meeting. A Committee may meet and adjourn as it thinks proper. Questions arising at any 92. meeting shall he determined by a majority of votes of the Members present. The quorum for a meeting of a Committee unless otherwise determined by the Directors, shall be a majority of the Comn ► ittee. All acts done by any meeting of DirectorS or a Committee of Directors or by any 93. person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified or had vacated offices or were not entitled to vote be as valid as if every such person had been duly appointed and was qualified and had continued to be Director and had been entitled to vote. A Resolution previously circulated in writing to all Directors and passed without 94. any meeting of Directors and signed by majority of the Directors, for the time being entitled to receive notice of a meeting of the Directors, shall be as valid and effectual as if it had been passed at a meeting of Directors duly convened and held and may consist of several documents in like form each signed by one or more of the Directors (d) MINUTES The Directors shall cause minutes to be duly entered in books provided for the 95. purpose: (a) Of the names of the Directors present at each meeting of the Directors and of any Committee of Directors. (b) (c) Of all orders made by the Directors and Committee of the Directors. Registr.„. emi. 1,8vv,> Of all resolution and proceedings of General Meetings a 0 the Directors and Committee. 15 Vag' E6r AWARZEZZainalana ili ■ WZ 96. All such minutes shall be signed by the Chairman of the meeting as recorded or by' the person who shall preside as Chairman of the next succeeding meeting and all minutes purported to be so signed shall for all purposes whatsoever by prima facie evidence of the actual passing of the resolutions recorded, and the actual and regular transaction or occurrence of the proceedings so recorded and of the regularity of the meeting at which the same shall appear to have taken place. (c) REMUNERATION OF DIRECTORS 97. The remuneration of a Director for attending meetings of the Board shall not exceed Rs.500 (Rupees live hundred only) for each meeting attended by him. 98. The Directors may repay to any Director all such reasonable expenses as he may incur in attending and returning from the Meetings of the Directors, or Committee of 1)ireclot 5, or which lie may otherwise incur in or about the business of the Company. 411) 99. f any Director being willing shall be called upon to perform more services or to • make any special exertions for any performances of the Company, he may be given such additional remuneration in the form of a fixed sum as may be determined by the Company in Gm:lid Meeting. All the Directors shall be entitled to he paid any travelling or other expenses incurred in connection with the business of the Company. (f) POWERS OF DIRECTORS 100. The business of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are noted by the Companies Ordinance, 1984 or any statutory modification thereof for the time being in force, or by these Articles, required to be exercise by the Company in General Meeting subject, nevertheless, to any ► erulations of these articles, to the provisions of the said Ordinance, and to such regulations being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Company in General Meeting; but no regulations made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made. 101. Without prejudice to the general powers conferred by the last preceding Article and to any other powers or authorities conferred by these presents on the Directors, it is hereby expressly declared that the Directors shall have the following powers, that is to say, powers: To reimburse the cost, charges and expenses preliminary and incidental to the promotion, formation establishment, and registration of the Company. (ii) To purchase or otherwise acquire for the Company and property, rights or privileges, which the Company is authorised to acquire at such price generally on such terms and conditions as they think fit, and subject t provisions of section 196 or the Ordinance to sell, let exchange or othe dispose of absolutely or conditionally, any part of the property, privilege 16 undertakings of the Company upon such terms and conditions, and for such consideration as they may think fit. (iii) At their discretion to pay for any property, rights and privileges acquired by or services rendered to the Company either wholly or partially in cash or in shares (subject to Section 86 of the Ordinance) bonds, debentures or other securities of the Company, and any such shares may be issued as fully paid-up and any such bonds, debentures or other securities may be either specifically charged up on all or any part of the property of the Company and its uncalled capital or not so charged. (iv) To secure the fulfillment of any contracts agreements or engagements entered into by the Company by mortgage or charge of all or any of the property of the Company or in such other manner as they think fit. (v) To appoint and, at their discretion, remove or suspend such agents, managers, secretaries, officers, legal advisers, clerks and servants for permanent, temporary or special services as they from time to time think fit and to determine their powers and duties and fix their salaries or emoluments and to require security in such instances and to such amount as they think fit, and to send any such persons to foreign countries for technical education or otherwise for the purposes of the Company's business and pay all expenses thereof on such terms as the Directors may think fit. (vi) "Fo appoint any person or persons (whether incorporated or not) to accept and hold in trust Rif the Company any property belonging to the Company or in which it is interested for any other purposes and to execute and do all such acts and also all such deeds, documents and things as may be requisite in relation to any such trust and to provide for the remuneration of such trustee or trustees. (vii) To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or its officers or otherwise concerning the affairs of the Company and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company. (viii) To refer any claims or demands by or against the Company to arbitration and observe and perform or resist to awards. (ix) To act on behalf of the Company in all matters relating to bankruptcy and insolvency. (x) To determine, who shall be entitled to sign on the Company's behalf bills, notices, receipts, acceptances, endorsements, cheques, releases, contracts and documents. (xi) From time to time provide for the management of the affairs of t either in different parts of Pakistan or elsewhere in such manner a and in particular to establish branch offices and to appoint any 17 attorneys or agents of the Company with such powers (including power to subdelegate) and upon such terms as may be thought fit. (xii) To invest and deal with any of the moneys of the Company not immediately required for the purposes thereof, upon such terms and with such persons or in such investments as may be thought expedient and from time to time vary or realize such terms and investments. (xiii) To execute in the name and on behalf of the Company in favour of any Director or other person who may incur or be about to incur personal liability fir the benefit of the Company such mortgages of the Company's property (present of' future) as they think fit, and any such mortgage may contain a power of sale and such other powers, covenants and provisions as shall be agreed upon. ( x iv) To give to any person employed by the Company as remuneration for his services such commission on the profits of any particular business or transaction or a share in the general profits of the Company, and such commission or share or profit shall be treated as part of the working expenses of the Company. (xv) From time to time make, vary and repeal byelaws for the regulation of the business of the Company, its officers and servants. (xvi) To (Altcr into all such negotiations or contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on the behalf of the Company as they consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company. (xvii) 'l'o establish, maintain, support or subscribe to any charitable or public objects, and any institution, society or club which may be for the benefit of the Company or its employees or may be connected with any town or place where the Company carries on business; to give pensions, gratuities, bonuses or charitable aid to any person or persons who have served to Company or to the wives, children or dependents of such person or person, that may appear to the Directors just or proper whether any person, his widow, children or dependents have or have not a legal claim against the Company. (xviii) To set aside portions of the profits of the Company, before recommending any dividends, to form a fiend to provide for such pensions, gratuities, compensation or to create or supplement any Provident or Benefit Fund in such or any other manner as the Directors may deem fit. (Nix) To make and give receipts, releases and other discharges for money payable to the Company and for the claims and demands of the Company. (xx) To enter into, carry out, rescind or vary all financial arrangements with or person or corporations or in connection with such arrangements 18 pledge, hypothecate any property of the Company or documents representing or relating to the same. (xxi) To make advances, deposits or loans of any money of the Company to such persons upon such security or with out security as they may think fit and generally to direct, manage and control the moneys and funds of the Company and keeping of accounts of the Company. (xxii) To open accounts with any bank or bankers or with any Company, firm or individual and to pay into and withdraw money from such accounts from time to time. (xxiii) To insure the property, movable and immovable, of the Company. (xxiv) To institute, file, prosecute and defend any suit, appeal, revisions, review or any other legal proceedings and appear for and on behalf of the Company in any Court of Justice, Civil, Criminal or Revenue, before any executive, judicial, municipal, provincial, revenue, police, postal, excise, custom, transport, income tax or other officer's authorities in any action or matters in which the Company is interested and to promote, prosecute, safeguard or defend its interests. (xxv) To sign and verify plaints, written statements, petitions, compromises, muklitarnamas, vakelatnamas, authorising legal practitioners to act on behalf of the Company in all courts, Civil, Criminal or Revenue. (xxvi) fo appoint any person or persons to be attorney or attorneys of the Company for such purposes and with such powers, authorities and direction and for such periods and subject to such conditions as they may from time to time think lit, and to revoke such powers at pleasure. (xxvii) To make, draw, endorse, sign, accept, negotiate and give all cheques, bills of lading, drafts, orders, bills of exchange, Government of Pakistan Securities and other Promissory Notes and other negotiable instruments required in the business of the Company. (xxviii)To raise or borrow or secure the payment or payments of any sum or sums for the purposes of the Company in such manner and upon such terms and conditions as they think fit and in particular by the issue of debentures, debenture-stock or other securities charged upon all or any part of the property of the Company, present or future. 102. The Board shall cause a proper register to be kept in accordance with the provisions of the Ordinance of all mortgages, debentures and charges specia affecting hat the property of the Company and shall cause the requirements of the behalf to he dully complied with. 19 VI. CHIEF EXECUTIVE 103. The Directors shall subject to the provisions of Section 198 and 199 of the Ordinance appoint one of their bodies to be the Chief Executive of the Company, in whom shall vest the powers and functions in relation to the management and administration of the affairs of the Company subject to the general supervision and control of Directors. 104. The Chief Executive shall hold office on such terms as the Directors may determine and shall be appointed for a period of three years. On retirement he shall he eligible fir reappointment. VII. THE SEAL • 105. The Directors shall provide a Common Seal for the purposes of the Company and shall have power from time to time to destroy the same and substitute a new seal in lieu thereof and the Directors shall provide for the safe custody of the Seal. 106. The Seal of the Company shall not be affixed to any instrument except by the authority of a Resolution of the Board of Directors and save as provided in Article 18 by a Director who shall sign every instrument to which the seal of the Company is so affixed in their presence. • VIII. DIVIDENDS AND RESERVES 107. The Company in General Meeting may declare dividends, but no dividends shall exceed the amount recommended by the Directors. 108. Directors may from time to time pay to the members such interim dividends as appear to the Director to be justified by the profits of the Company. 109. • • No dividend shall be paid otherwise than out of profit. Subject to the rights of the person (if any) entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid on the shares, but if and so long as nothing is paid upon any of the shares in the Company, dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance of calls shall, while carrying interest be treated, for the purposes of this Article, as paid on the shares. 110. 111. The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for meeting contingencies, or for equalizing dividends, or for any other purpose to which the profits of the Cot be properly applied and pending such application may, at the like disc employed in the business of the Company, or be invested in such investn shares of the Company) as the Directors may from time to time think fit. 20 112. If several persons are registered as joint holders of any shares, any one of them may give effectual receipts for any dividend payable on the shares. 113. Notice of any dividend that may have been declared shall be given in manner hereinafter mentioned to the persons entitled to share therein. 114. No dividend shall bear interest against the Company. 115. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer. 116. Unless otherwise directed, any dividend may, if the Directors so think fit, be paid by cheque or warrant sent through post to the registered address of the Member or person entitled or in the case of joint holders to the registered address of that one of them first named in the Register in respect of the joint holders. Every such cheque or warrant shall he made payable to the order of the person to whom it is sent. The Company shall not be liable or responsible for any cheque or warrant or transmission or for any dividend lost to the Member or person entitled thereto by the forged endorsement of any cheque or warrant or the fraudulent recovery by any other means. 117. All dividends unclaimed for one year after having been declared may be made use of by the Directors for the benefit of the Company until claimed. 118. Any General Meeting sanctioning or declaring a dividend in terms of these Articles may ► ect payment of such dividend wholly or in part, by the distribution of specific asset';, and in particular by paid up shares, debenture-stock of the Company, or any other Company, or in any one of such ways and the Directors shall give effect to such direction and where any difficulty arises in regard to the distribution they may settle the same as they think expedient and in particular may issue fractional certificates and may fix the value tin distribution of such specific assets or any part thereof and may determine that such payment shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets upon trust for the persons entitled to the dividend as may seem expedient to the Directors. Where requisite, a prior contract shall be filed in accordance with Section 73 of the Ordinance, and the Directors may appoint any person to sign such contract on behalf of the persons entitled to the dividend and such appointment shall be effective. 119. Any General Meeting declaring a dividend may make a call on the Members of such amount as the meeting fixes, but so that the call on each Member shall not exceed the dividend payable to him, and so that the call be made payable at the same time as the dividend and dividend may, if so arranged between the Company and the Members, be set off against the call. IX. CAPITALISATION Company in General Meeting may upon the recommendati 112. resolve that it is desirable to capitalise any part of the amount for the 21 to the credit of any reserve or the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution, amongst Members who would be entitled thereto if the same were distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied in paying up in full unissued shares or debentures of the Company to be allotted and distributed, credited as fully paid up, to and amongst such Members in the proportion a foiesaid, or partly in one way and partly in other and the Directors shall give effect to such resolution. 121. • • Whenever such a resolution as aforesaid shall have been passed the Directors shall make all appropriations and applications of the undivided profits resolved Id be capitalised thereby, and all allotments and issue of fully paid shares or debentures, if any and generally shall do all acts and things required to give effect thereto, with full power to the 1Thectors to make such provision by payment in cash or otherwise as they think I:1 in the case of shares or debentures becoming distributable and also to authorise any persons to enter on behalf ()fall the M, nihers entitled thereto into and agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any furthe► shares or debentures to which they which may he entitles upon such capitalization and any or,' cement made by such authority shall he effective and binding on all such Members. X. ACCOUNTS 122. I he Dilc(_ (015 shall cause to be kept proper books of accounts with respect to:- (a) All wins of money received and expended by the Company and the matte's in respeet of which the receipts and expenditure hike • place. (10 All sales and purchases of goods by the Company. (c) The assets and liabilities of the Company. 123. The Books of Accounts shall be kept at the Registered Office of the Company or at such place as the Directors shall think lit and shall be open to inspection by the Directors during the business hours. IP 124. The Chief Executive or Secretary shall from time to time determine whether and to what extent and at what times and place and under what conditions of regulations the accounts and books of the Company or any of them shall be open to inspection of Members not being Directors and no Member (not being a Director) shall have any right or inspecting any account book or document of the Company except as conferred by law or authorised by the Directors or by the Company in General Meeting. 125. The Directors shall as required by Section 233 and 236 of the Ordina be prepared and to be laid before the Company in General Meeting such accounts, income and expenditure accounts, balance sheets and reports those sectiot 22 The Balance Sheet shall be made out every year and laid before the Company in 126. General Meeting made up to a date not more than four months before such meeting. The balance sheet shall be accompanied by a report of the Directors as the state of the Company's affairs, and the amount (if any) which they propose to carry to reserve fund. red to in Secti The profit and loss account shall in addition to the matters refer a on of 127. 234 of the Ordinance so arranged under the most convenient heads, 234 income distinguishing the several sources from which it has been derived, and the amount of gross expenditure distinguishing the expenses of the establishment, salaries and other ar's income shall be brought like matters. All expenditure fairly chargeable against they' ib the meeti g and, ore e laid befstr into account so that a just balance of profit and loss may bes overtse ral in case where any items of expenditure which may in fairness be is distributedve shall be state d, years has been incurred in any one year the whole amount of such item charged against with the addition of the reasons why only a portion of such expenditure • the income of the year. A copy of the balance sheet and report shall, not less than twenty-one days 128. previous to the meeting, he sent to the persons entitled to receive notice of General iven as provided hereunder. Meetings in the manner in which notices are to be g The Ditectors shall in all respects comply with the provisions of Section 230 129. 2v5 of the Ordinance, or any statutory modifications thereof for the time being in for XL AUDIT Auditors shall be appointed at each Annual General meeting. Their appo 2 130. and duties shall be regulated in accordance with Sections 25 remuneration, of the Ordinance. Messers Hameed Chaudhri & Co., Chartered Accountants, shall Auditors of the Company who shall hold office till the first Annual General Meetin first XII. NOTICES fab A notice may be given by the Company to any person entitled to receive such 131. notice either personally or by sending, it by post to him to his registered address. In case shall be sent by Express Air mail to the of a shareholder resident outside Pakistan, noticesll be sent to any address in Pakistan shareholders registered address and also copy shall supplied by such shareholder for the purpose. Where a notice is sent by post, service of the notice shall be deemed to be effected 132. by properly addressing, prepaying and posting a letter containing the notice, and, unless the contrary is proved, to have been effected at the time at which the letter would have been delivered in the ordinary course of post to the shareholder's registered address. A notice may he given by the Company to the joint holders of a share by giving 133. the notice to the joint holder named first in the Register in respect of the shares. entitled to a share in A notice may be given by the Company to the persons g it through the post in a 134. consequence of the death or insolvency of a Member by send in 23 a prepaid letter addressed to them by name or by the title or representatives of the deceased, or assignees of the insolvent or by any like description at the address (if any) in Pakistan supplied for the purposes by the persons claiming to be so entitled, or (until such an address has been supplied) by giving the notice in any manner in which the same might have been given if the death or insolvency had not occurred. 135. Subject to the provisions of the Ordinance any notice (other than notice of a General Meeting or Directors Meeting) 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 in one daily English and one daily vernacular newspaper circulating in Pakistan. 136. F,vcry person, who by operation of law, transfer, or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which, previously to his name and address being entered on the Register, shall have been duly given to the person from whom he derived his title to such shares. 137. The signature to any notice to be given by the Company may be written or printed. XIII. INDEMNITY 138. Subject to the Pro' ision of Section 194 of the Ordinance every Director, Manager and other officer or servant of the Company shall be indeninified by the Company against, and expenses, which any such officer or servant may incur or become liable to by reasons of any contract entered into, or act or thing done by him as such officer or servant or in any way in the discharge of his duties including travelling expenses and in particular, and so as not limit the generality of the foregoing provisions, against all liabilities incurred by him as such Director, manager, officer or servant in defending any, proceedings, whether civil or criminal, in which judgment is given in his favour or he is acquitted, or in connection with any application under section 488 of the Ordinance in which relief is granted by the Court and the amount for which such indemnity is provided shall immediately attach as lien on the property of the Company and have priority as between the Members over all other claims. 139. Subject to the provisions of Section 194 of the Ordinance, no Director, Manger, or other officer of the Company shall be liable for any act, or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of the title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or account which any of the money of the Company shall be invested or loss or damage arising from the bankruptcy, insolvency or tortuous act of any person whom any moneys, securities or effects shall be deposited or for any other los or misfortune, whatever, which shall happen in the executing of the duties of in relation thereto unless the same happen through his own dishonesty. 24 ,10 XIV. WINDING 140. Without prejudice to the rights of the holders of shares, subject to special terms and conditions if on the winding up, the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, these 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 at the commencement of the winding up of the excess shall be distributed among the members who are holders of ordinary shares in proportion to the ordinary shares held by them respectively at the commencement of the winding up. 141. If the Company shall be wound up, whether voluntarily or otherwise, the liquidators may with the sanction of an Extraordinary Resolution divide among the contributories in specie or kind any part of the assets of the Company and may 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, with the like sanction, shall think fit. If thought expedient any such division may be otherwise than in accordance with the legal right of the contributories (except where unfalteringly fixed by the Memorandum ()I Association) and in particular any class may be given preferential or special rights or may be excluded altogether or in part, but in case any division otherwise than in accordance with the legal rights of the contributories shall be determined on any ibuior who could be prejudiced thereby shall have a right to dissent and ancillary C01111 rights as it such determinations were a Special Resolution passed pursuant to Section 367 of the ordinance. Provided that if the shares to be divided as aforesaid involve a liability to call or otherwise any person entitled under such division to any of the said shares may within ten days after the passing of the Extraordinary Resolution by notice in writing direct the Liquidator to sell his portion and pay him the net proceeds, and the Liquidator shall, if practicable, act accordingly. XV. SECRECY 142. Every Director, Manager, auditor, trustee,'member of a committee, officer, agent, accountant or other person employed in the business of the Company shall, unless authorise by the Directors, observe a strict secrecy respecting all transactions of the Company with customers and the State and with individuals conceding the accounts and matters relating thereto and shall not reveal any of the matters which may come to his 'tors knowledge in the discharge of his duties except when authorised so to do by or by law or by the person to whom such matters relate and except necessary in order to comply with any of the provisions in these preset 25 XVI. ARBITRATION 143. Whenever any difference arises between the Company on the one hand and of the Mcmbei, their executor„ administrators or assignees on the other hand, touching the true intent or con.4ruction or the incident or consequence of these presents or of the statutes or touching anything then or thereafter done, executed, omitted, or suffered in pursuance of these presents or otherwise relating to the premises or to these presents or to any statute affecting the Company or to any or the affairs of the Company, every such difference shall he referred to the decision of an arbitrator to be appointed by the patties in difference, or if they cannot agree upon a single arbitrator to the decision of two arbitrators, of whom one shall be appointed by each of the parties in difference, or an umpire to be appointed by the two arbitrators. 141. 'Hie cost of or incidental to, any such reference and award shall he in the discretion of the arbitrator or arbitrators or umpire, respectively who may determine the amount thereof or direct the same to be taxed between attorney and client or otherwise and may award by whom and in what manner the same shall be borne and paid. We the several persons whose names and addresses are subscribed below arc desirous of being formed into of Association and respectively agree to take the number of a Company in pursuance of this AYtiele-S shares in the Company's capital as set opposite to our respective names: Nationality With any Former Nationality Occupation Residential Address Mukhtar Mian Ahmed Sheikh Pakistani Industrialist 43-A Road, Cantt. Qasim Multan 5000 Mukhtar Mian Ahmed Sheikh Pakistani Qasim Multan 5000 Mukhtar Mian Ahmed Sheikh Pakistani 43-A Road, Cantt. 43-A Road, Cantt. Qasim Multan 5000 Mukhtar Mian Ahmed Sheikh Pakistani Industrialist Haji Habib Ullah Pakistani Industrialist MFHNA7 ABDUL SAT I AR Pakistani Industrialist If FVHAR MAHMOOD DAIS 36302-8145686-3 SU_ I AN AFIIVi ED Pakistani Service (Private) Mrs Industrialist Industrialist AMIR 36302- Signature Number of Shares taken By each Subscriber Father's/Husband's Name in Full Name & Surname (Present & Former) in Full (In Block Letters) FAWAD AHMED MUKHTAR SHEIKH 36302-2741274-7 FALAL AHMED SHEIKH 36302-0543241-9 FAISAL MUKHTAR SHEIKH 322-87-026025 Mrs AMBREEN FAWAD 36302FATIMA MrS. FAZAL 36302- ..c,,,, :-.5 ,./ VC:I 1.,,,,,,,,,\ Qasim 5000 43-A Road, Multan Cantt. Qasim 5000 43-A Road, Multan Cantt. Qasim 5000 43-A Multan Road, Cantt. 5000 140-Hassan Parwana Road, Multan ............ \,,, „ —„, i) 3-1,_/ ,'.- --- ,$) il 14^,L s--A 4 orb Lahore 1/0,, c: Dated the 16th day of June 2004 Witness to above Signature: r. Cs Ir'37 44,i4 "II, , 4' d ,,<1 l Shahid Ismail 243-A, Shah Rukn Alam Colony, M 36302-2040404-9 Name: Address NIC: aage Comm' CERTIFIED TO BE TRUE COPY a) Number assigned to the company In the Register of Companies b) S. No. of the document __ r c) Name of the Company cv1-1d) Description of the docui rnt Al Including enclosures e) Filed dus2..2•11-4 Day of 7 ,at.k-_2() (41 1 Under the Provisions of the Companies Ordinance, 1984. ... JOINT REGISTRAR OFC):4Omr COMPANY REGISTRATION OFFICE LAHORE. -.1%.41.4011•10.14•P 4.7 27 Joint Registrar of Companies. MULTAN REGION. NIUl,i'AN. 2)/W/M ( [See regulation 5(1)] 111012GOI SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN CERTIFICATE OF INCORPORATION [Under section 32 ofthe Companies Ordinance, 1984 (XLVII of 1984)] Company Registration No. 00000001455/20040605 I hereby certify that FATIMA ENERGY LIMITED. is this day incorporated under the Companies Ordinance, 1984 (XLVII of 1984) and that the company is limited by Shares. Given under my hand at MULTAN this 22nd day of June, 2004 Two Thousand and Four. 10 ATTEST RUE COPY Fee Rs.39700/- N DRV\ 2 302- ( LIAQAT A DOLLA ) JOINT REGISTRAR OF COMPNAIES Mul tan. _Da &d: 2- 2. . G. Zoo (-) GOVERNMENT OF PAKISTAN MINISTRY OF WA! ER AND POWER (PRIVATE POWER & INFRASTRUCTURE BOARD) ******** August 23, 2010 No. 1(111) PPIB- 3003 /10/PRJ Mr. Iftikhar Baig, GM Business Development, Fatima Energy Ltd. E-110, Khayaban-e-Jinnah, Lahore Cantt. SUBJECT: REGISTRATION OF 100 MW CO-GENERATION POWER PROJECT- BY M/S FATIMA ENERGY LTD. Dear Sir, Private Power and Infrastructure Board (PPIB) hereby acknowledges the receipt of Bank Draft No. 0007346 dated 6th August 2010 amounting Rs. 17,000 (Rupees Seventeen Thousand Only) drawn on Meezan Bank Limited as Registration Fee for 100 MW Co-generation Power Project (the Project) by M/s Fatima Energy Limited (the Sponsors). In consideration thereof, PPIB has formally regitered the sponsors under the Registration Number "3003". The sponsors are now advised to approach National Electric Power Regulatory Authority 2. (NEPRA) for award of generation license and tariff determination for the subject project. Please note it will be binding upon the Sponsors to provide to PPIB photocopies of all documents which they will submit to NEPRA. Best Regards, Yours faithful! (Asi Ali Abro) Director Projects cc: 1. Chairman, NEPRA, Islamabad. 2. Managing Director, PEPCO, Lahore. 50 - Nazimuddin Road, F-7/4, Islamabad - Pakistan • • • Fatima Energy Limited Project Organization Project Director HR Manager Commercial Manager Technical /Commissioning Manager Commercial Executive Logistics/Procurement Executive Preformance/Process Engineers CFO Planning and Control Manager Security /Admin Manager E&I UM/ Section Head E&I Engineers i Mechancial UM/ Section Head Civil Section Head Mechanical Engineers Civil Supervisor 14-00111 Admix /Security Supervisor HSE Manager Finance Manager Account Officer Finance Officer Fatima Energy t e A ,=otIma Group Compare Curriculum Vitae Toseef Ijaz Rana CAREER OBJECTIVE To use my education and skills productively • • Date of Birth 24 October, 1970 Nationality Pakistani Languages English, Urdu • • Qualification Lahore University of Management Sciences(LUMS) MBA University of Engineering and Technology Lahore. B.Sc. Mechanical Engineering (Honors) Summary: Highly motivated with 17 years of diversified experience in power and fertilizer plants in leading roles. Over 13 years of exclusive experience of power sector in different technologies including CCGT, Rankin cycle and diesel engine power plants. Heading Fatima Energy Limited, wholly owned subsidiary of Fatima Group, developing 405MW local coal based power plant and 120 MW coal/bagasse fired cogeneration plant. Successfully executed installation of 560 MW CCGT KESC and 223.8 MW CCGT EEL power plant through contract negotiation, engineering, procurement, construction to the final commissioning of the project. Worked as maintenance coordinator for five years at Pakistan's biggest IPP at Hub Power Station (1200 MW) to execute O&M activities smoothly. Experience includes working in engineering, construction, operation, project and maintenance departments. Good knowledge of project management and finance. Successfully managed two mega projects (FFJC and EEL) from very beginning till completion. Special expertise in vibration analysis technique (certified level 3 analyst) and project management. Member of different safety forums, risk assessment and HAZOP teams. Experienced in using CMMS (Maximo, SAP and Q4W). Experience: Aug 2011 to date Fatima Group (FG) Working as Project Director leading Fatima Energy Limited wholly owned subsidiary of Fatima Group reporting to CEO, for developing a 120 MW imported coal/bagasse based cogeneration plant. Agreement are ready for submission. Responsibility includes: • Developing strategic vision • Legal compliance and interaction with regulators for tariff determination • Finalization/hiring of EPC companies and consultants • Negotiations with EPC contractor and consultants • Selection of main machines and appropriate technologies • Developing/hiring team of world class professionals to strengthen new division • Budgeting and evaluating financial models • Development of project Apr-2010 to Aug 2011 Karachi Electric Supply Company (KESC) Worked as Project Director leading the Bin Qasim Power Station (BQPS-2) 560MW CCGT power project from engineering till commissioning of machines. Job responsibilities includes: • Managing the over-all project while ensuring that corporate objectives are met • Hiring competent professionals for project management and subsequent operation • Budget preparation and controlling • Managing EPC contract • Ensuring that Owner Engineer deliver best services for project execution • Dealing with outside agencies and media Coordinate with other project • interfaces. Fatima Energy (1 I I rtI t A it,n3 Group aaa pan, 2007-2010 Engro Energy Limited (EEL) Worked as Unit Manager Construction/Maintenance to supervise construction activities and establish maintenance organization for CCGT power plant. Job responsibilities include: • Supervision of construction activities • Developing procedures and implementation of QA/QC manual Developing and reviewing precommissioning and • commissioning procedures Supervised commissioning while • interacting with different stakeholders • Managing EEL project ensuring targets of quality, safety and timely completion of project are met using project management and quality control tools • Worked in leading roles for project closure • Lead team for final Performance measurement • Establishing maintenance infrastructure and developing cohesive maintenance team Developing maintenance • procedures • Managing long term service agreement with vendors • Implementation of CMMS (SAP) • Inducting quality resource to meet cooperate objectives Budget development and • strategic planning • Contract negotiation and execution Worked as Engineering Manger to finalize basic configuration of EEL project while leading a team of highly competitive engineers in close collaboration with technical consultant and external agencies 4111 • • • 2000-2007 International Power Plc. (HUBCO Power Plant) Worked as Maintenance Coordinator integrating maintenance activities for smooth execution of O&M 1996-2000 FFC-Jordan Fertilizer Company Worked as Area Engineer of machinery maintenance in Ammonia, DAP and Urea plants. Job responsibilities include. Field and workshop maintenance of all types of pumps, compressors, fans, valves, steam/gas turbines, bucket elevators, roller belts, rotary drums etc. Worked as Area Engineer for construction section dealing with EPC contractor KREBS, Klockner, Descon, Habib Rafique etc. responsible for erection and pre-commissioning of the complex 1995-1996 Packages Ltd. Worked as Shift in-charge in Diesel power plant (2x5.2MW Wartsila diesel engine with HRGS) responsible for Operation and maintenance of power plant Overhauling of centrifuges and engines 1994 Pakistan Engineering Company (PECO) Four weeks internship, understanding operations and processes. Technical Trainings • Vibration analysis (VA1) By CSI • Intermediate vibration analysis (VA2) By CSI • Advance vibration analysis (VA3) By CSI • Tank inspection workshop as per API 653 by SGS • Maintenance management technique for rolling bearing—for engineer By SKF • Welding technology for engineers By Pakistan welding institute(PWI) • Field balancing By ENTEK-IRD • Belt splicing and vulcanizing from NJFC Jordan • FRP repair from NJFC Jordan • MS project 98 By ASPIMS Management courses • • • • • • • • • • Advance project management (PMI) Project management skills Personal development planning Time management Who moved my cheese — Managing Change Synergizing performance ISO 9001:2000 what is it all about then? Team building workshop DuPont training: safety for managers Seven habits for successful managers Honors and Awards: • Secure 15t position in 3rd national course on welding technology for engineers • Merit certificate (Top 2% students), U.E.T. • Won 2nd prize in Science Exhibition at Science Museum Lahore. • Member U.E.T. Badminton team. Extra Curricular Badminton, book reading and construction of both electric/electronic and mechanical devices. Fatima Energy A Fatima Group Compary Curriculum Vitae Amer Baloch Position Commercial Manager • Date of Birth 27 Jul 1963 Nationality Pakistani • Languages English, Urdu Qualification BSc. Mechanical Engineering University of Engineering & Technology - Lahore • • Key Professional Skills Plant operations, commercial management, planning and control, HSSE, administration. Synopsis Amer Baloch is a Mechanical Engineer having 27 years of diversified experience mainly in fertilizer and gas. He worked with multinational and local companies acquiring experience of plant operations, planning and commercial management. He joined Fatima Energy Ltd core team in 2010 as Unit Manager Projects. Selected Professional History: Fatima Energy (Current Assignment) As unit manager, managing project planning and commercial activities for biomass and coal based 120 MW cogeneration project including interaction with government agencies, legal, financial and technical consultants. Also assisting in negotiations and finalization of EPC contract. Nokia Siemens Networks (Finland), Islamabad, Pakistan, Jul 2009 — Sep 2010 NSN as one of the largest telecommunications solutions providers was created as a result of a joint venture between Siemens AG's and Nokia's Network Business Group having about 60,000 employees and operations in 100 countries with turnover of Euro 18 billion. As Logistics Manager for multiple telecom firms, managed SAP based End2End supply chain of equipment with annual sales target of Euro 50 million. including extensive feedback on performance of contracted services (airlines, warehouses, stevedoring, etc) and improved service level. Fongas, Fauji Foundation, Rawalpindi, Pakistan, Oct 2008 - Jun 2009 Fongas is a subsidiary of Fauji Foundation group having an annual turnover of about one billion rupees with 3 LP Gas plants. As Senior Manager Business Development, organized gas tanker contracted fleet to resolve age old inefficiency issues, developed new business activities to capture more market share which included new industrial and commercial applications of LP Gas as an alternate fuel. SHV Energy Pakistan, Islamabad, Pakistan Mar 2004 -Jun 2008 SHV Gas of Netherlands is a Fortune 500 company and Worlds #1 in LP Gas distribution with total sales at € 5,8 billion in 26 countries. As Production Manager, operationally managed 4 LP Gas storage and filling plants and 2 gas depots with 140 personnel for a gas turnover of 90,000 tons, improved productivity and cost efficiencies including expansions. FFC-Jordan Fertilizer Company, Karachi, Pakistan Oct 2000 — Mar 2004 FJFC (now FFBL) was first ever fertilizer plant which produced Urea granular and Di Ammonium Phosphate in Pakistan, established cost of US$ 468 million. As Section Head Operations managed product handling and shipment of one million tons of product annually on 24/7 basis with a team of 30 engineers/operators, 10 maintenance engineers/technicians and 200 labor. FMC Jetway Systems (USA), Dubai, United Arab Emirates 1999-2000 Jetway Systems is a subsidiary of FMC Corp with head office at Ogden USA and is dedicated towards manufacturing and supply of airport engineering services equipment. As a Smart Bridge Engineer, commissioned and debugged 47 computer controlled Smart Passenger Loading Bridges Glass Type with touch screen controls, CCTV systems, 28 Aircraft Power Supply units 400 Hz with SIEMENS SIMATIC S-7 PLC system coupled with FLADUNG automatic cable winders. Ministry of Defense, Pakistan 1985 - 1999 For 6 years, worked in an American Defense Production project for manufacturing of NATO standard Armored Personnel Carriers including installation, commissioning & startup of multimillion dollar state-of-the-art capital equipment. For 2 years worked in a highly classified project for manufacturing of precision parts for aerospace strategic weapon systems For 6 years, worked in heavy equipment workshops for repair of light/heavy/tracked vehicles, weapon systems, telecommunication systems, and management of spares and manpower. Fatima Energy I itrm ('Our) l,Dm p3r y Curriculum Vitae Syed Fuad Haider Position Executive Finance • • Date of Birth June 10, 1974 Nationality Pakistani Languages English, Urdu Qualification ACA Member Institute of Chartered Accountants of Pakistan Bachelor of Commerce (B.Com) Hailey College of Commerce • • Key Professional Skills Treasury Management Secretarial Practices Budgeting and Forecasting Financial Analysis SOP Development Software Implementation Financial Reporting Taxation Synopsis Syed Fuad Haider is a Chartered Accountant having ten (10) years of diversified experience in various Industrial Sectors. He has worked and local multinational with companies acquiring experience of treasury management, Financial reporting, budgeting & forecasting and taxation. He joined Fatima Energy Limited core team in 2012 as Executive Finance. Audit of Controls and recommendation regarding suitable changes for better Controls in future; Ensure timely and accurate preparation of periodic Financial Statements; Preparation of Standard Operating Procedures in line with Software Solution for efficient and effective business operations of the Company; Implementation of ERP Solution; and Periodic Management Reporting of all expenses, fixed assets, stores and payables. Selected Professional History: Lahore Sports Meadows Limited — Bukhatir Group Project (2007-2009) Worked as Manager Finance. Responsibilities included Ensure timely and accurate preparation of Statements; Financial periodic Preparation of Standard Operating Procedures in line with Software Solution for efficient and effective business operations of the Company; financial with Managing/dealing institutions for matters relating with financing, leasing, import & export and fund placement for highest available return on investment; Cost effective and efficient cash flow planning and management with minimum possible borrowing costs; and Implementing Oracle based ERP solution. Fatima Energy Limited — A Fatima Group Company (Current Assignment) Executive Finance is responsible for timely and accurate preparation of Statements; Financial periodic liaising with Financial Institutions for routine banking functions and financing arrangements including but not limited to leasing, running finances etc.; supervision and monitoring of the budget prepared every fortnight; Monitoring of tax related issues as applicable under the provisions of the Income Tax Ordinance, 2001; and Treasury management functions Mian Tyre & Rubber Company Ltd. (2009 — 2011) (MTR) Worked as Manager Accounts / Company Secretary for MTR, a major tyre & tube manufacturing concern with turnover over Rs. 6.00 Billion. Activities included Managing of Board of Directors and General Meeting with recording of minutes for record; Filing of Statutory returns with SECP; All Tax related issues from filing to preparation of replies for presentation before the Authorities for Sales Tax, Income Tax, Customs, Excise etc.; Filing of income tax returns of the Directors of the Company, the staff and the Company online with the Federal Board of Revenue including representation before the Authorities; Budgeting and procurement planning for the production; Mira Group of Companies (Mira Power Ltd. & Mira Pakistan Ltd.) (2004-2007) Worked as Manager Accounts & Finance and the responsibilities included financial reporting; treasury management, taxation; Secretarial practices; and feasibility study and financial forecasting. Hameed Chaudhri & Co.; Chartered (1999-2003) Accountants; Extensive During studenship at HCC extensive experience of planning and organising assignments, studying and reviewing of system of internal control with the objective of providing recommendations for improvements and reviewing financial statements to ensure compliance with local laws & I FRS. Fatima Energy I rr t d A Fatima Group Cornpary Curriculum Vitae Hamid Javed Position Section Head Electrical Synopsis Hamid Javed is Electrical Engineer having 21 years of diversified experience mostly in power sector and Cement Industry. He worked with multinational and local companies acquiring experience of plant maintenance, Planning and Engineering. He joined Fatima Energy Ltd core team in 2012 as Section Head Electrical. Selected Professional History: Date of Birth 03 April 1966 O. Nationality Pakistani Languages English, Urdu Qualification BSc. Electrical Engineering University of Engineering & Technology - Lahore Key Professional Skills Plant Maintenance and Troubleshooting Budgeting, Indenting and Inventory control Plant Efficiency Monitoring Development of MaintenanceProcedure Fatima Energy (Current Assignment) Section head Electrical responsible for commissioning and installation, successful commercial operation of dual fired (coal/bagasse) power complex. Responsibility includes technical review of EPC proposal, detailed design engineering during execution phase. Liaison with Govt. agencies for achieving the milestones and timely completion of project according to the agreed codes and standards. Askari Cement (2010-2012) Manager Electrical for Askari Cement having ISO 9001 and ISO 14001 accreditations. Activities incorporate supervision of all sort of Electrical maintenance, trouble shooting, Preventive, corrective and shut down planning and maintenance implementation. Budgeting, Indenting, inventory control and manpower management. Maintenance of 132/6.6 kV Grid station & power transformers. Reliable operation of MV switchgear that include SF6 circuit breakers, Vacuum circuit breakers & Air circuit breakers. Testing of Multi functional protection relays. Proper functioning of PFI (power factor Improvement) system. Proper maintenance of Batteries and battery charger . Ensure integrity of Diesel Generator and UPS. Introduced the module testing and repairing Lab in the department. Introduced CMMS (computerized maintenance management system), an industrial application for preventive maintenance activities and asset management. Involved in ERP (Enterprise resource planning) program for supply chain management and inventory. Qassim Cement (2002-2010) Electrical Performance and planning engineer for Qassim Cement, one of the leading cement company in Saudi Arabia having three production lines. Involved in Plant modifications and Projects Management. Deal with plant's operational problems. Routine and Preventive Maintenance of all electrical equipment. Monitoring and analysis of Key Performance Indicators which include reliability, utilization and other related parameters. Analysis of monitored results of thermography camera (infrared imaging equipment) for Switchgear, HT bushings and Transformers. Vibration Analysis of Electric Motors and Fan Bearings & root cause analysis to avoid equipment failure. Conducted the Study with Consultant Lahmayer International (Germany) and convert the plant from 50 Hz to 60 Hz. Involved in the Preparation of preventive maintenance schedule for Electrical and Instrument related equipment in JD Edwards system. Shift Engineer / Electrical Engineer (1993-2002) Electrical Engineer for Thermal Power Station Muzaffargarh with the name plate rating of 1370 MW. Involved in various activities with Russian experts during commissioning phase for the installation Power commissioning of and Transformers, Auxiliary transformers, 220 supply Auxiliary switchyard, kV switchgear, 6 MW pump motors, fuel handling motors, Thermocouples and RTDs etc. Prepared PM programs for the 210 MW 3 stage turbines and implemented them through MMS. Lead operation team to operate the machines as per system demand. Electrical Engineer (1991-1993) Electrical Engineer for Rural Electrification Project funded by OECF Japan. Involved in preparation of SLD, voltage drop calculations, BOQ and supervision of installation. Fatima Energy ,N 1 A t `11 a (.3 0 p C ofn p r Curriculum Vitae Saima Jan Muhammad Position Process Engineer • • Nationality Pakistani Languages English, Urdu Qualification MS Chemical Engineer (on going) University of Engineering & Technology Lahore BSc. Chemical Engineering University of Engineering & Technology - Lahore • • Key Professional Skills Technical Reviews Technical evaluations Drawing technical conclusions Process Engineering Calculations Hyses / Aspen Plus / HTFS Plant Monitoring & controlling Troubleshooting Budgeting Training & development Synopsis Saima Jan Muhammad is a Chemical Engineer having 04+ years of diversified experience in fertilizer, Clean Development Mechanism (CDM) and power sector. She has worked with Fatima Group acquiring experience of process engineering since 2008. To promote her expertise in process Engineering she is also doing MS Chemical Engineering. Selected Professional History: Fatima Energy (Current Assignment) Deputed to contribute expertise to project core activities as an process engineer starting from feasibility studies, thermal cycles, thermal and efficiency calculations, EPC proposals review, EPC clarifications & Non-EPC activities. She is also contributing as HSE coordinator of Fatima Group, developing safe culture, conducting in house and out door safety trainings, maintaining frequently talks. safety (2008-2011) Limited Fertilizers Pak-Arab Technical services department Deputed to contribute expertise to all activities relevant to plant's Process monitoring and controlling. Core responsibilities included monitoring and analyzing process parameters. Equipment's Performance Evaluation on Simulation Tools. Daily monitoring of plant & TMP development and implementation. Startup monitoring as per SOP. Research for new technologies for plant development. Equipment specification sheets development. Production calculations of Ammonia, Nitric Acid, Utilities, Co-gen plants. Process/Equipment efficiency calculations . Handling Service requests. Conducting modifications needed at plant to improve process efficiency. Resolving plant's problems. Efficient involvement in all the technical related issues and on going Projects. Process Package Preparation and related drawings updating. Procedures making for Test Runs/ Performances. Incident Root Cause report Analysis. Performing additional activities like DTC coordinator and as an department Safety Coordinator for TSD. MIR Fatima Energy t \ 1 3 e t—na Groan Company Synopsis: Curriculum Vitae Muhammad Adnan Arshad Position Accounts Officer—II (Finance & Accounts Division) Date of Birth 25 December 1984 Nationality Pakistani Languages English, Urdu & Punjabi Qualification CA — Finalist (ICAP) B.A. (Economics & Statistics) Punjab University, Lahore Key Professional Skills Financial Statements Audit Assurance & Agreed Procedures IFRS/ IAS Financial Reporting Risk Management & Compliance Credit Portfolio Reviews COSO Internal Controls & SPA Taxation; & Corporate Laws Restructuring & Due Diligence Business Process Reengineering ERP Oracle Financials EBS Review of IT General Controls Financial Analysis & Budgeting `Mr. Muhammad Adnan Arshad' has more than five (05) years practical knowledge and professional work experience in the field of accountancy & finance, auditing, assurance & business advisory, taxation, corporate & financial reporting, financial/ management consultancy, internal controls, risk management & compliance etc. He has diversified professional experience in auditing, and financial & management reviews of financial services sector including corporate & investment banking; commercial banking; microfinance institutions; including manufacturing sector beverages; cotton ginning & agricultural farms; paints & chemicals; services sector including educational telecommunications; institution; hotels & restaurants; and public sector organizations of Govt. of Punjab. Selected Professional History: Fatima Energy Limited, Fatima (April23, 2012 To-Date) Group Currently, engaged as 'Finance & Accounts Professional' at the Group Head Office (Lahore) of 'Fatima Energy Limited [A Fatima Group Company]'. Fatima Energy Limited has been incorporated and plans are underway to install a 120 MW cogeneration power plant. The City Schools (Private) Limited — City Schools Network (2011-12) Worked as a 'Deputy Manager Accounts' in 'Finance & Accounts Department' at the Group Head Office (Lahore) of The City Schools (Private) Limited. His major responsibilities included supervision of all accounting transactions related to Accounts Payables (AP), Cash Management, Head Office Funds Reconciliation, Cash & Bank Reconciliations, Accounts Receivables (AR); Billing/ Fee collection of all branches of Central Regional Office (CRO), and the accurate posting of all data files from various branches into the centralized AP, CMM, Billing Modules of ERPOracle Financials (EBS-R111). A.F. Ferguson & Co., Chartered Accountants, Lahore (A member firm of PricewaterhouseCoopers (PwC)] (2006-2010) Completed 3.5 years' C.A. Articleship as a 'CA—Trainee Student' from A.F. Ferguson & Co., Chartered Accountants (Lahore Office) — A of firm member (PwC) PricewaterhouseCoopers Network (a network of world's top accountancy & audit firms) Extensive practical experience, by working at various levels, up to the level of 'Audit Team Senior/ Audit Job In charge', has enabled him to comprehensive develop a understanding of organizational-wide accounting & internal controls systems of various local & multinational organizations. Special Functional Trainings: - Course of Computer Practical Training (CCPT) conducted by ICAP - Presentation Skills Training Course (PSTC) recommended by ICAP - Online Trainings & E-Learning Courses on MyClient — Audit Automation Software developed by PricewaterhouseCoopers (PwC) - Hands-on-trainings on various customized accounting software packages (including QuickBooks, Oracle-Based-ERP Applications - Seminars & workshops for training professional development arranged by ICAP and A.F. Ferguson & Co. regarding PwC global best practices of accounts & audit methodology, taxation; corporate & secretarial practices; documentation procedures & audit techniques etc. Fatima Energy itIma G n,rp Lomplry Curriculum Vitae Mariam Waris Position Process Engineer Date of Birth 08 March 1988 Nationality Pakistani Languages English, Urdu Qualification MBA (on going) BSc. Chemical Engineering University of Engineering & Technology - Lahore Key Professional Skills Technical Review of proposals Process Engineering Calculations Technology Evaluations Hyses / Aspen Plus / HTFS Plant Monitoring & controlling Troubleshooting Budgeting Training & development Synopsis Mariam Waris is a Chemical Engineer having 03 years of diversified experience in fertilizer and power sector. She has worked with Fatima Group acquiring experience of process engineering since 2009. To promote her expertise in project management she is also doing professional MBA. Selected Professional History: Fatima Energy (Current Assignment) Deputed to contribute expertise to project core activities as an process engineer starting from feasibility studies, energy cycles, EPC proposals review & Non-EPC activities. She is also contributing as training coordinator of Fatima Energy Limited preparing budgets and arranging technical & soft skills training courses. Pak-Arab Fertilizers Limited (2009-2011) Technical services department Deputed to contribute expertise to all activities relevant to plant's Process monitoring and controlling. Core responsibilities included monitoring and analyzing process parameters. Equipment's Performance Evaluation on Simulation Tools. Daily monitoring of plant & TMP development and implementation. Startup monitoring as per SOP. Research for new technologies for plant development. Equipment specification sheets development. Production calculations of Ammonia, Nitric Acid, Utilities, Co-gen plants. Process/Equipment efficiency calculations . Handling Service requests. Conducting modifications needed at plant to improve process efficiency. Resolving plant's problems. Efficient involvement in all the technical related issues and on going Projects. Process Package Preparation and related drawings updating. Procedures making for Test Runs/ Performances. Incident Root Cause report Analysis. Performing additional activities like DTC coordinator and as an department Safety Coordinator for TSD. Corporate and Investment Banking Group December -. 2012 NI S h 11 Ill FNU.ItGl 1,1111 FED 110 INha ■ aban-e-.1innali Lahore ( antt TO NA IIONI IT 11:11" CONCFIR • NIrs Valium I rierg. Limited 1 I at ( Troup Compam) i, maintaining a account 0(110000011(11)50010) Mill us since 30 December, 2010. During this period \\ lkitind the u npanv has a sound financial background I hi, I, ceriik that currcut I his ecrtiticdtc i, issuk_sd on -,pecitic request of the customer and does not constitute any liability on part of the Rank or any of its Officers OtIrs I rul e. • Auth ► riie Signatures ( (It pot te ( entic I ,1,1.,11011(-, Atitho zed Signatures 0361, 7-I -ill Main Boulek and Culberg III I aliore %, 1\ \\ '11) jetAllied Bank FATIMA ENERGY LIMITED PK0010361Branch Name:7-E Gulberg, Lahore E-110, KHAYABAN-E-JINNAH, Statement Period:01 JAN 2013 TO 18 JAN 2013 LAHORE, CANTT Account Number:0010000110050010 LAHORE Account Status:Regular PUNJAB PAKISTAN Pakistan Rupee 042111328462 Current Accounts 04236621389 BALANCE AT PERIOD START : 2,306,534.79 DATE PARTICULARS VALUE DATE 02 JAN 13 Clearing 02 JAN 13 108,290.00 2,198,244.79 02 JAN 13 105,334.00 2,092,910.79 02 JAN 13 111,600.00 1,981,310.79 02 JAN 13 108,290.00 1,873,020.79 04 JAN 13 263,742.00 1,609,278.79 08 JAN 13 206,060.00 1,403,218.79 DEBITS CREDITS BALANCE 12844325 02 JAN 13 Clearing 12844324 02 JAN 13 Clearing 12844322 02 JAN 13 Clearing 12844323 410 1104 JAN 13 Clearing 11589896 08 JAN 13 Clearing 12844326 10 JAN 13 Online Transfer 10 JAN 13 6,900,000.00 8,303,218.79 PK0010393 14520415 10 JAN 13 Outward Cheque Realized 10 JAN 13 11 JAN 13 Cheque Book Charges 11 JAN 13 300.00 10,802,918.79 15 JAN 13 Clearing 15 JAN 13 264,000.00 10,538,918.79 2,500,000.00 10,803,218.79 11589861 TOTAL DEBIT / CREDIT 1,167,616.00 9,400,000.00 CLOSING BALANCE TOTAL WITHHOLDING TAX DEDUCTED 10,538,918.79 0.00 • ,REVE- Reversal Entry This is a computer-generated statement, issued without any alteration, and does not require any signature Page 1 of 1 0 FATIMA ENERGY LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 • Deloitte M. Yousuf Adil Saleem & Co Charteiecl Accountants '734 A Abu Bakar Block New Garden Town Lahore Pakistan Fax 02 '0' 42 35913505 7 —92 (0' 42 35864020 -C210, 42 35864021 www.deloitie com/pk AUDITORS' REPORT TO THE MEMBERS • We have audited the annexed balance sheet of FATIMA ENERGY LIMITED (the company) as at June 30, 2012 and the related profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof, for the year then ended and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit It is the responsibility of the Company's management to establish and maintain a system of internal control, and prepare and present the above said statements in conformity with the approved accounting standards and the requirements of the Companies Ordinance. 1984 Our responsibility is to express an opinion on these statements based on our audit We conducted our audit in accordance with the auditing standards as applicable in Pakistan These standards require that we plan and perform the audit to obtain reasonable assurance about whether the above said statements are free of any material misstatements An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the above said statements An audit also includes assessing the accounting policies and significant estimates made by management, as well as, evaluating the overall presentation of the above said statements We believe that our audit provides a reasonable basis for our opinion and, after due verification, we report that: (a) In our opinion, proper books of account have been kept by the Company as required by the Companies Ordinance, 1984. (b) In our opinion (i) the balance sheet and profit and loss account together with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984, and are in agreement with the books of account and are further in accordance with accounting policies consistently applied, (ii) the expenditure incurred during the year was for the purpose of Company's business, and (iii) the business conducted, investments made and the expenditure incurred during the year were in accordance with the objects of the Company, (c ) In our opinion, and to the best of our information and according to the explanations given to us, the balance sheet, profit and loss account/statement of comprehensive income, cash flow statement and statement of changes in equity together with the notes forming parts thereof, conform with the approved accounting standards as applicable in Pakistan, and give the information required by the Companies Ordinance, 1984, in the manner so required and, respectively give a true and fair 11.1 rii'06a Tialche Trahrrin'tii I imoed Deloitte M. Yousuf Adil Saleem & Co Chartered Accountants view of the state of the Company's affairs as at June 30, 2012 and of the loss, its cash flows and changes in equity for the year then ended and (d) In our opinion no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980). (Chartere(d Accountarits) Talat Javed (Engagement Partner) October 08, 2012 Place: Lahore Tu"-hit, FATIMA ENERGY LIMITED BALANCE SHEET AS AT JUNE 30, 2012 2012 Note 2011 2012 Rupees Note EQUITY AND LIABILITIES 2011 Rupees ASSETS SHARE CAPITAL AND RESERVES NON-CURRENT ASSETS Authorized capital Property and equipment 8 293,907,337 158,807,116 9 184,766 686,662 10 695,667 1,024,459 1,000,000 (2011:1,000,000) ordinary shares of Rs. 10 each • 10,000,000 10,000,000 Issued, subscribed and paid up capital 4 Accumulated loss 350,000 350,000 (4,732,152) (1,337,710) (4,382,152) (987,710) CURRENT LIABILITIES CURRENT ASSETS Loan from related party unsecured Advances and short term 5 248,562,557 147,549,148 48,101,976 13,633,597 2,505,389 323,202 299,169,922 161,505,947 294,787,770 160,518,237 prepayments Markup payable to related party Other payables 6 Cash and bank balances 880,433 1,711,121 CONTINGENCIES AND COMMITMENTS • 7 294,787,770 160,518,237 I he annexed notes from 1 to 16 form an integral part of these financial statements Chief Executive Officer Director FATIMA ENERGY LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 2012 2012 Note Administrative expenses 11 Loss for the year • 2011 Rupees 3,394,442 1,230,585 (3,394,442) (1,230,585) (3,394,442) (1,230,585) Other comprehensive income Total comprehensive loss for the year The annexed notes from 1 to 16 form an integral part of these financial statements. • Chief Executive Officer %J.<.../ Director FATIMA ENERGY LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30, 2012 Share capital Accumulated loss Total Rupees Balance as at June 30, 2010 • 350,000 Loss for the year ended June 30, 2011 (107,125) 242,875 (1,230,585) (1,230,585) (1,230,585) (1,230,585) (1,337,710) (987.710) (3,394,442) (3,394,442) (3,394,442) (3,394,442) (4,732,152) (4,382,152) Other comprehensive income Total comprehensive loss Balance as at June 30, 2011 350,000 Loss for the year ended June 30, 2012 Other comprehensive income Total comprehensive loss Balance as at June 30, 2012 350,000 The annexed notes from 1 to 16 form an integral part of these financial statements. Chief Executive Officer Director FATIMA ENERGY LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED JUNE 30, 2012 2012 CASH FLOWS FROM OPERATING ACTIVITIES Note Loss for the year 2011 Rupees (3,394,442) (1,230,585) Adjustments for. Depreciation 1,123,009 Loss on sale of operating fixed assets 411,405 57,751 (2,213,682) (819,180) Changes in working capital • Decrease/(increase) in advances and short term prepayments 501,896 Increase in other payables 2,182,187 Net cash from/(used in) operating activities 470,401 (686,662) 188,702 (1,317,140) CASH FLOWS FROM INVESTING ACTIVITIES Fixed capital expenditure (104,826,742) Proceeds from sale of property and equipment (121,706,538) 3,014,140 Net cash used in investing activities (101,812,602) (121,706,538) Increase in loan from related party 101,013,409 123,519,369 Net cash from investing activities 101,013,409 123,519,369 CASH FLOWS FROM FINANCING ACTIVITIES Net (decrease)/increase in cash and cash equivalents • (328,792) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT END OF YEAR 10 1,024,459 528,768 695,667 1,024,459 The annexed notes from 1 to 16 form an integral part of these financial statements. Chief Executive Officer 495,691 Director ' FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 1 LEGAL STATUS AND OPERATIONS 1.1 Fatima Energy Limited (the Company), was incorporated in Pakistan on June 22, 2004 as a non-listed public company under the Companies Ordinance, 1984 The principal activity of the Company will be to own, operate and maintain a co-generation power plant at Sanawan, Kot Addu, Punjab Pakistan. The Company is in the process of setting up of its unit. The registered office of the Company is in Lahore 1.2 These financial statements are presented in Pak Rupees, which is the Company's functional as well as presentation currency 2 STATEMENT OF COMPLIANCE, BASIS OF PREPARATION AND SIGNIFICANT ESTIMATES 2.1 Statement of compliance These financial statements have been prepared in accordance with the approved accounting standards as applicable in Pakistan. Approved accounting standards comprise of such International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as notified under the provisions of the Companies Ordinance, 1984, the requirements of the Companies Ordinance, 1984 and the directives issued by the Securities and Exchange Commission of Pakistan (SECP). Wherever the requirements of the Companies Ordinance, 1984 or the directives issued by the SECP differ with the requirements of the IFRS, the requirements of the Companies Ordinance, 1984, and the said directives shall take precedence. 2.2 Standards, interpretation and amendment adopted during the year The following amendments to existing standards have been published that are applicable to the Company's financial statements covering annual periods, beginning on or after the following dates: 2.2.1 Standards, amendments to published standards and interpretations that are effective in current year and are relevant to the Company's operations Following are the amendments that are applicable for accounting periods beginning on or after January 1, 2011: IAS 1 (amendment), 'Presentation of financial statements', is effective for annual periods beginning on or after January 1, 2011. The amendment clarifies that an entity may choose to present the required analysis of items of other comprehensive income either in the statement of changes in equity or in the notes to the financial statements. This amendment does not have a material impact on the company's financial statements. - IAS 24 (Revised), 'Related party disclosures', issued in November 2009. It supersedes IAS 24, 'Related party disclosures', issued in 2003. The revised standard clarifies and simplifies the definition of a related party and removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities. As this change only impacts presentation aspects, there is no impact on the results for the year IFRS 1 (Amendment) (effective 1 July 2011) These amendments include two changes to IFRS 1, 'First-time adoption of IFRS', The first replaces references to a fixed date of 1 January 2004 with 'the date of transition to IFRSs', thus eliminating the need for entities adopting IFRSs for the first time to restate derecognition transactions that occurred before the date of transition to IFRSs. The second amendment provides guidance on how an entity should resume presenting financial statements in accordance with IFRSs after a period when the entity was unable to comply with IFRSs because its functional currency was subject to severe hyperinflation. The Company has determined that there is no material impact of the above amendment on the financial information. - IFRS 7, 'Disclosures on transfers of financial assets' (Amendment), issued in October 2010. The new disclosure requirements apply to transferred financial assets. An entity transfers a financial asset when it transfers the contractual rights to receive cash flows of the asset to another party. These amendments are as part the IASBs comprehensive review of off balance sheet activities. The amendments will promote transparency in the reporting of transfer transactions and improve users' understanding of the risk exposures relating to transfers of financial assets and the effect of those risks on an entity's financial position, particularly those involving securitization of financial asset. The Company has determined that there is no significant transfer of financial assets that require disclosure under the guidance above. FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 - IFRS 7 (amendment), 'Financial instruments: Disclosures', is effective for annual periods beginning on or after January 1, 2011. The amendment emphasizes the interaction between quantitative and qualitative disclosures and the nature and extent of risks associated with financial instruments. The amendment does not have a material impact on the company's financial statements 2.2.2 Standards, amendments to published standards and interpretations that are effective in current year but not relevant to the Company's operations The other new standards amendments and interpretations that are mandatory for accounting period beginning on or after July 01, 2011 are considered not to be relevant or to have any significant impact on company's financial reporting and operations. 2.2.3 Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Company • The following IFRSs, amendments and interpretations are effective for accounting periods beginning on or after the date mentioned against each of them: Effective for period beginning from -IAS 1 Presentation of financial statements (amendment) • 2.3 January 1, 2012 -IAS 19 Employee benefits (amendment) January 1, 2013 -IAS 32 Financial instruments • Presentation January 1, 2013 -IAS 27 Separate financial statements January 1, 2013 -IAS 28 Investment in associates (Revised) January 1, 2013 -IFRS 7 Financial instruments' Disclosures January 1, 2013 -IFRS 9 Financial instruments January 1, 2013 -IFRS 10 Consolidated financial statements January 1, 2013 -IFRS 11 Joint arrangements January 1, 2013 -IFRS 12 Disclosure of interests in other entities January 1, 2013 -IFRS 13 Fair value measurement January 1, 2013 -IAS 32 Financial instruments- Presentation', on offsetting financial assets and financial liabilities January 1, 2014 -IFRS 9 Financial instruments January 1, 2015 Significant Estimates The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under circumstances, and the results of which form the basis for making judgment about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which estimates are revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods. Judgments made by management in the application of IFRSs that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in the ensuing paragraphs. Property and equipment The Company reviews the useful lives of property and equipment on regular basis. Any change in the estimates in future years might affect the carrying amounts of the respective items of property and equipment with a corresponding effect on the depreciation charge and impairment, if any. FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 Taxation The Company takes into account the current income tax taw and decisions taken by appellate authorities. Instances where the Company's view differs from the view taken by the income tax department at the assessment stage and the Company considers that its view on items of material nature is in accordance with law, the amounts are shown as contingent liabilities. 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 3.1 Payables Liabilities for other payables are carried at their cost which is the fair value of the consideration to be paid in the future for goods and services received whether billed to the Company or not. 3.2 Provisions Provisions are recognized in the balance sheet when the Company has a present, legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. 3.3 Borrowings Loans and borrowings are recorded at the proceeds received. Finance cost are accounted for on an accrual basis and are included in interest accrued on loans to the extent of amount remaining unpaid, if any. 3.4 Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying asset is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are recognized in profit and loss account. 3.5 Taxation Profit and gains derived by the company from electric power generation project are exempt from tax under clause 132 of the Part I of the Second Schedule to the Income Tax Ordinance, 2001. The company is also exempt from minimum tax on turnover under clause 15 of the Part IV of the Second Schedule to the Income Tax Ordinance, 2001. However, full provision will be made in the profit and loss account on income from other sources not covered under the above clauses at current rates of taxation after taking into account tax credits and rebates available, if any. 3.6 Property and equipment Property and equipment except capital work in progress are stated at cost less accumulated depreciation and any identified impairment loss. Capital work in progress is stated at cost less any identified impairment loss. Cost also includes capitalized borrowing costs as referred to in note 8.3. Depreciation on property and equipment is charged to profit and loss account on the straight line method so as to write off the depreciable amount of an asset over its estimated useful life at the annual rates mentioned in note 8 1.1 FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 Depreciation on additions to property and equipment is charged from the month in which an asset is acquired or capitalized, while no depreciation is charged for the month in which the asset is disposed off. The assets' residual values and useful lives are reviewed, at each financial year end, and adjusted prospectively, if impact on depreciation is significant. The Company assesses at each balance sheet date whether there is any indication that property and equipment may be impaired. If such indication exists, the carrying amounts of such assets are reviewed to assess whether they are recorded in excess of their recoverable amount. Where carrying values exceed the respective recoverable amount, assets are written down to their recoverable amounts and the resulting impairment loss is recognized in profit and loss account. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Where an impairment loss is recognized, the depreciation charge is adjusted in the future periods to allocate the asset's revised carrying amount over its estimated useful life. • Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repair and maintenance costs are charged to profit and loss account during the period in which they are incurred. The gain or loss on disposal or retirement of an asset represented by the difference between the sale proceeds and the carrying amount of the asset is recognized as an income or expense. 3.7 Capital work in progress Capital work in progress is stated at cost less any recognized impairment loss. All expenditure connected with specific assets incurred during installation and construction period are carried under capital work in progress. These are transferred to specific assets as and when these assets are available for use. 3.8 Cash and cash equivalents Cash and cash equivalents are carried in the balance sheet at cost. For the purpose of cash flow statement, cash and cash equivalents consist of cash in hand and balances with banks. 3.9 Related party transactions Transactions with related parties are priced on arm's length basis. Prices for these transactions are determined on commercial terms and conditions. 3.10 Financial instruments Financial assets and financial liabilities are recognized at the time when the Company becomes a party to the • contractual provisions of the instrument and de-recognized when the Company loses control of contractual rights that comprise the financial assets and in the case of financial liabilities when the obligation specified in the contract is discharged, cancelled or expired. Any gain or loss on derecognition of financial assets and financial liabilities is included in the profit and loss account currently. 3.11 Offsetting of financial assets and liabilities Financial assets and liabilities are offset and the net amount is reported in the financial statements only when there is a legally enforceable right to set off the recognized amount and the Company intends either to settle on a net basis or to realize the assets and to settle the liabilities simultaneously. 3.12 Foreign Currencies Transactions in currencies other than Pak Rupees are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date except where forward exchange contracts have been entered into for repayment of liabilities, in that case, the rates contracted for are used. Gains and losses arising on retranslation are included in profit and loss for the year. FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 2012 4 ISSUED, SUBSCRIBED AND PAID UP CAPITAL 2011 Rupees 2012 2011 Number of shares 4.1 5 35,000 35,000 Ordinary shares of Rs. 10 each fully paid in cash 350,000 350,000 35,000 35,000 350,000 350,000 There was no movement in issued, subsucribed and paid up capital during the year. LOAN FROM RELATED PARTY - UNSECURED This represents amount payable to Fatima Sugar Milts Limited - an associated company. It carries markup at the rate of one month Kibor plus 3% per annum. 2012 6 OTHER PAYABLES Note Due to associated undertaking 6.1 Accrued expenses Withholding tax Others 2011 Rupees 986,486 1,256,903 168,067 262,000 143,925 11,210 2,505,389 323.202 6.1 This represents payable to associated undertaking against consultancy charges incurred on behalf of the company. 7 CONTINGENCIES AND COMMITMENTS 7.1 Contingencies There are no significant contingencies at balance sheet date. 7.2 Commitments Termination fee payable under non cancellable contract aggregates to Rs. 6,198,400 (2011• Rs. 6,488,846). 2012 8 PROPERTY AND EQUIPMENT Note Operating fixed assets 8.1 8.2 Capital work in progress 2011 Rupees 83,166,307 210,741,030 2,579,679 156,227,437 293,907,337 158,807,116 FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 8.1 Operating fixed assets 8.1.1 As at June 30, 2012 COST Description As at July 01, 2011 Additions / (Disposals) ACCUMULATED DEPRECIATION As at June 30, 2012 As at July 01, 2011 Charge for the As at June 30, year / ( on 2012 disposals) Rupees Land Computers Office equipment • 79,570,058 79,570,058 598,000 745,423 29,211 146,314 175,525 569,898 25 69,085 55,800 113,185 12,251 9,099 19,646 93,539 10 79,570,058 (11,700) 2,774,576 (1,704) 275,000 275,000 4,282,670 3,528,915 369,943 (3,528,331) June 30, 2012 .. 147,423 Furniture and fixtures Vehicles Book value as at June 30, Annual rate of 2012 depreciation % 2,991,084 84,781,528 16,042 16,042 258,958 10 951,554 855,061 2,673,854 20 1,066,274 83,166,307 (466,436) 84,232,581 411,405 (3,540,031) 1,123,009 (468,140) 8.1.2 As at June 30, 2011 COST Description As at July 01, 2010 Additions ACCUMULATED DEPRECIATION As at June 30, 2011 As at July 01, 2010 Charge for the As at June 30, year 2011 Book value as at June 30, Annual rate of 2011 depreciation % Rupees Computers 147,423 147,423 29,211 29,211 118,212 25 69,085 69,085 12,251 12,251 56,834 25 Vehicles 2,774,576 2,774,576 369,943 369,943 2,404,633 20 June 30, 2011 2,991,084 2,991,084 411,405 411,405 2,579,679 Office equipment • FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 8.1.3 The following assets were disposed off during the year: Cost Description Accumulated depredation Carrying value Sale proceeds disposal Rupees Office equipment 11,700 1,704 Mode of 9,996 Scraped Vehicles Toyota Corolla XLI 1,387,288 323,700 1,063,588 1,015,833 Negotiation Honda Civic 2,141,043 142,736 1,998,307 1,998,307 Negotiation 3,540,031 468,140 3,071,891 3,014,140 2012 • • 2011 FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 2012 8.2 Capital work in progress Note 2011 Rupees Land 71,102,967 Payments to consultants/contractors against technical services 88,375,150 35,069,698 Unallocated expenditures: Consultancy services Finance cost 8.3 Legal and professional charges 23,100,583 21,880,265 48,101,976 13,633,597 6,116,658 3,388,958 Salaries, wages and other benefits 26,312,110 6,280,589 Travelling and conveyance 15,588,274 4,714,934 474,616 73,498 Communication and postage charges Others 2,671,663 82,931 122,365,880 50,054,772 210,741,030 156,227,437 8.3 The amount of borrowing cost capitalized during the year is Rs. 34,468,379 (2011: Rs. 6,828,533).The rate used to determine the amount of borrowing cost eligible for capitalization is mentioned in note 5. 9 ADVANCES AND SHORT TERM PREPAYMENTS 2012 Note Advance income tax 2011 Rupees 95,205 Advances to employees for expenses 10 Prepaid insurance premium 31,631 Others 57,930 19,312 184,766 686,662 CASH AND BANK BALANCES Cash in hand Cash at bank in current accounts - local currency 11 12,096 655.254 20,000 19,060 675,667 1,005,399 695,667 1,024,459 ADMINISTRATIVE EXPENSES Depreciation Entertainment expenses Vehicles running and maintenance 8.1.1 1,123,009 411,405 30,122 238,084 1,304,616 232,114 Auditors remuneration 88,451 147,494 insurance 81,182 69,688 Medical expenses 203,211 53,894 Fee and subscription 126,196 47,058 Printing and stationery 374,763 26,704 Loss on sate of operating fixed assets Others 57,751 5,141 4,144 3,394,442 1,230,585 FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 12 FINANCIAL INSTRUMENTS The Company has exposure to the following risks from its use of financial instruments: Credit risk Liquidity risk Market risk This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. Further quantitative disclosures are included throughout these financial statements. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board is responsible for developing and monitoring the Company's risk management policies. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Board of Directors reviews and agrees policies for managing each of these risks. 12.1 Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. To manage credit risk, the Company maintains procedures covering the application for credit approvals, granting and renewal of counterparty limits and monitoring of exposures against these limits. As part of these processes, the financial viability of all counterparties is regularly monitored and assessed. The Company is exposed to credit risk from its operating activities primarily for financial assets. The Company's credit risk exposures are categorized under the following headings: 12.1.1 Counter parties As Company has not started operations yet. so, presently there is not major counterparty except consultants for technical consultancy. 12.1.2 Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was 2011 2012 Rupees Cash and Bank balances 12.2 695,667 1,024,459 695,667 1,024,459 Liquidity risk management Liquidity risk reflects the Company's inability in raising funds to meet commitments. Management closely monitors the Company's liquidity and cash flow position. FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 12.2.1 Liquidity and interest risk table The following table details the Company's remaining contractual maturity for its non-derivative financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities. Carrying amount and contractual cash flows of financial liabilities are approximately same. Carrying amount 2012 2011 Rupees Maturity upto one year 248,562,557 147,549,148 Markup payable to related party Maturity upto one year 48,101,976 13,633,597 Other payables Maturity upto one year 1,248,486 155,135 297,913,019 161,337,880 Loan from related party • 12.3 Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Company's cost. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on risk. 12.3.1 Foreign currency risk management Pak Rupee (PKR) is the functional currency of the Company and as a result currency exposure arise from transactions and balances in currencies other than PKR. The Company's potential currency exposure comprise: - Transactional exposure in respect of non functional currency monetary items. - Transactional exposure in respect of non functional currency expenditure and revenues. The potential currency exposures are discussed below: Transactional exposure in respect of non functional currency monetary items Monetary items, including financial assets and liabilities, denominated in currencies other than the functional currency of the Company are periodically restated to PKR equivalent, and the associated gain or loss is taken to the profit and loss account. The foreign currency risk related to monetary items is managed as part of the risk management strategy. Transactional exposure in respect of non functional currency expenditure and revenues Company is in development phase and there are only expenditures relating to foreign consultants which are not in Pak Rupees These currency risks are managed as a part of overall risk management strategy. The Company does not have exposure to foreign currency risk except for commitments as at June 30, 2012 amounted to Euro 52,000 (2011: 52,000) relating to Termination fee, payable on cancellation of contract. 12.4 Interest rate risk The interest rate risk is the risk that the value of the financial instrument will fluctuate due to changes in the market interest rates Profile At the reporting date the interest rate profile of the Company's interest bearing financial instruments are: FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 2012 2011 2012 2011 Rupees Loan from related party 12.5 15.04 15.96 34,468,379 6,828,533 Determination of fair values Fair value of financial instruments Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable willing parties in an arms length transaction other than in a forced or liquidation sale. The carrying values of all financial assets and liabilities reflected in the financial statements approximate their fair values • 13 RE-CLASSIFICATION AND RE-ARRANGEMENTS Corresponding figures have been re-classified and re-arranged wherever necessary to reflect more appropriate presentation of events and transactions for the purpose of comparison. Significant re-classification is as follows: 14 From To Reasons Office equipment Computers For better presentation Rupees 147,423 TRANSACTIONS WITH RELATED PARTIES The related parties comprise associated undertakings, directors of the company and key management personnel. The Company in the normal course of business carries out transactions with various related parties. The amount due to is shown under note related to loan from related party and markup payable on this loan. Significant transactions with related parties are as follows: Nature of relation Nature of transactions 2012 2011 Rupees Associated company Receipt of loan Markup payable on loan Consultancy fee paid on behalf of Company 15 101,013,409 34,468,379 123,302,967 6,828,533 986,486 DATE OF AUTHORIZATION FOR ISSUE These financial statements have been approved by the board of directors of the Company and authorized for issue on -. 16 GENERAL The figures have been rounded off to the nearest Rupee. Chief Executive Officer Director swir412..,rdte t-- ep,rr), CSIC Profile St Experience CS K: The EPC Contractor is ovvric"1 by 03k; which a a. stii,ite-ovvned enterprise gioup and one of China's largest shipbuilding and enc., gy equipment group.,. LiIC has 43 indc,trial subsidiaries and 28 R&D institutes, ',,vith a work of 150,.0b0 Furthcr CSIC us e;atity quectly under the state government with state authorisation or nyc nier, ra id capOal n.niagerrient. The CSIC group has a total asset base of US":, 38 billion; and in 2011 the total re\,cinuo pf the CSIC group was 181 billion RMB. In relation to the development of the Project; the fo!lowing two subsidiaries of CSIC shdli jointly carry out all the necessary EPC works: Shanghai Marine Diesel Engineering Research inStit u e (SPAM RI) or CSIC-711 was founded in 1963 and is a part of the Ministry of Defense, China Navy, - Fechnolog,y and Industry for National Defense, China Shipbuilding State Corporation and CSIC. • China Shipbuilding & Offshore International Co., Ltd (CsO()1,, the trade arm of CSIC with a registered capital of RMB 367nirri. The heaciqual ters of CSOC located in Beijing, China. CSIC-711. C.SiC-711 is a large and rrulti-specialtio; enti;y„ engaged in R&D, incinelafuring, technical service, turnkey project and domestic. drid foreign trade io;iinly for Power Plants and Diesel F rgines. CSIC was also awarded the first prize of scieia(e and technol o gy progress by the commission of science, technology and industry or national defence. Main Products of CSIC-711 : Diesel engines of L21/31, L16/24 under license of MAN Group and also its own designs with production capacity of 200 sots in the y(-ar 7009 and :1;so has joint ventures with Wartsila Group namely :"Shanghai Wortsila Qiyiao Diesel FIVIle CC'Plpcilly Ltd." and "Qingdao Qiyao Wai sila MM Liniihon Diesel tingine Co. Ltd" • Automatic monitoring and Control technolortPs and products • Transmission Technology and products Vibration and Noise redection • 9 • L0( hnoiogw,, Stirling Engines Seawater Desalinizing Equipment 3 Project Energy Conservation and Environmental Protection Power Projects Biomass Power Projects of CSIC-711 • and products Weixian Biomass Power Plant(2x)4 MW) csrrc iprolori* r -- M 74:1,1 • Sheyang Biomass Power Piant(2x24 MW) • Chengan Biomass Power Plant( r x2/4 MW) • Yunnan Shantong Waste Gas Generation Power Plant(2x6 MW) • Guangxi Fty-Ali Biogas Power Plant(6x1063 KW) • It has also undertaken plenty of power generation projects in Indonesia, Kampuchea, Brrina,Pakistan and many othei countries Thermal 1 urnkey Projects of CSIC-711. • • • 50 MW Pa;ido Power Plant Project for Indonesia MW Diesel Power Plant Pakistan Project in:- Pr. National rid,with y of 25 sets L20/27 Diesel Engine Gensets • 21MW sa:Idong none Power Plant • 15 MW Xiangsan Special Diesel Engine Powei Plant • Xinjiang i unman • Changzhou Hoayuan Power Company • Changzhou Sithe thermal Power company • 28 Combined Cycle Power Plants with total capacity of 1700M \,\/ Power Plant Project CSIC-711 Experience List : Z Biomass and Environmental Protection Projects G INIV...112P0*--"P CSIC Experience List for Biomass Power Plants Project Cost Project Sr. # Project Name 1 Supply, Erection Work, CSIC RMB US$ Million Million Date 552 85 2007 1 30 561 86 2007 6 26 299 46 2007 2 24 2*6MW 168 26 2009 12 6*1063kW 78 12 2010 5 Project Capacity Name Engineering, Design, Equipment Project Completion Role 2x130T/h Weixian Boilers+2x24MW Biomass EPC Steam Turbine Contractor Power Plant Generator Commissioning Engineering, 2 2x130T/h Design, Equipment Sheyang Supply, Erection Biomass Work, EPC Boilers+2x24MW Power Plant Steam Turbine Contractor Generator Commissioning Engineering, 3 1x130T/h Design, Equipment Chengan Supply, Erection Biomass Work, Boilers+1x24MW EPC Steam Turbine Contractor Power Plant Generator Commissioning Engineering, Design, Equipment 4 Supply, Erection Waste Gas Work, Generation Commissioning Power Plant Engineering, Design, Equipment 5 Yunnan Shaotong Supply, Erection Work, Commissioning EPC Contractor Guangxi Fusui Biogas Power Plant EPC Contractor Energy Conservation and Environmental Protection t--11 saa,ao Power Project Weixian Biomass Power Plant 2x130T/h Boilers+2x24MW Steam Turbine Generator Energy Conservation and Environmental Protection Power Project saacao Sheyang Biomass Power Plant 2x130T/h Boilers+2x24MW Steam Turbine Generator Energy Conservation and Environmental Protection t --MAN saa=aw Power Project ChengAn Biomass Power Plant lx130T/h Boilers+1x24MW Steam Turbine Generator t --1111Alfr Sad )3Z•IL/ Corporate Culture Vision Mission Goa! We will forge a platform in which career success can be achieved by our employees, innovate business to add more value to our customers, make every effort to maximize the value of enterprise, and try to become an international competitive and respectful corporation. et, VAIt ANN.* AH11511 illt4finit-451W1.1frt Better Power Solutions, Better Services! Mitt.**1041*MBIi* +AV.**,t-fltli To take the lead in China both in the technology and product of Diesel Engines and Power System. friMPOiltkAtitilikittgittilttOcilitM11-54 NM IITA/Kir/Commitment Practical and 42 realistic style of work PRIkffifV1Rt, Ceaseless spirit of renovation 401filiffi WIN* Honest and promise-keeping attitude /ifitCYtaffilia Better Power Solutions, Better Services 4,1 JJ Way of unity and cooperation iliflittb/nOtta Rigorous professional performance Cfi V131`.10 Fatima Energy Limit ed A Fatima Group Company EXTRACT OF MINUTES OF MEETING OF THE BOARD OF DIRECTORS OF FATIMA ENERGY LIMITED HELD ON JANUARY 18, 2013 Resolved that each of Mr Fawad Ahmed Mukhtar and Mr Fazal Ahmed Sheikh have jointly and severally been duly authorized to 1. File (i) the Application for Generation License; (ii) the Tariff Petition, and (iii) any documents in support thereof and/or to make any oral/written representations on behalf of Fatima Energy Limited, before the National Electric Power Regulatory Authority in relation to 120 MW co-generation power project of Fatima Energy Limited intended to be situated at the site of Fatima Sugar Mills Limited, Sanawan, Tehsil Kot Adu, District Muzaffargarh, Punjab, Pakistan, and 2. To undertake any matter(s) necessary or incidental thereto. 41111 CERTIFIED TRUE COPY I hereby certify that the above resolution was duly passed at the meeting of the Board of Directors of the Company held on January 18, 2013 COMPANY SECRE ARY4tr:A Plant Site: Fazal Garh, Sanawan, Kot Addu, Dist. Muzaffargarh PABX. +92 66 2250514-5, Fax. +92 66 2250512 Head Office E-110, Khayaban-e-Jinnah, Lahore Gantt., PABX. +92 42 111-FATIMA (111-328-462), Fax. +92 42 36621389, Web• www.fatima-group corn r 0 & NI SOLUTIONS Ifte;irated 10.4,4emenlSvmem TABLE OF CONTENTS GENERAL 2 2.0 SCOPE OF WORK 3 3.0 EXTENT OF WORK 5 1.0 3.1 MOBILIZATION PERIOD 5 3.2 OPERATING PERIOD 6 3.3 THE OWNER'S OBLIGATIONS 9 4.0 TERMS OF THE AGREEMENT 10 4.1 MINIMUM ANNUAL COMMERCIAL AVAILABILITY 10 4.2 TERMINATION OF CONTRACT 11 4.3 EVENTS OF DEFAULT 11 4.4 FORCE MAJEURE 11 5.0 OTHER TERMS & CONDITIONS 12 6.0 EXPIRY OF O&M PERIOD 12 7.0 VALIDITY OF PROPOSAL 12 8.0 COMMERCIAL PROPOSAL 13 8.1 13 FEES 13 8.1.1 Mobilization Fee • 8.1.2 Fixed Monthly Fee 13 8.1.3 Variable Fee 13 8.2 PRICE ESCALATION 14 8.3 PAYMENT PROCEDURES & SECURITY 14 ANNEXURE-A (PROPOSED ORGANIZATION STRUCTURE) Operation & Maintenance (O&M) Proposal Page 1 of 15 15 ) 0 & Ni SOLUTIONS OMS IflewatalM,Nigw,w,m4,dom 1.0 GENERAL O&M Solutions is pleased to presents this proposal to Fatima Energy (Pvt) Ltd. to provide Operation & Maintenance (O&M) Services for the proposed 100 MW Bagasse & Coal Fired Cogeneration Plant adjacent to Sugar Mills Ltd. in the Kot-addu District , Punjab, Pakistan. This Power Plant is intended to ensure cheap, reliable and uninterrupted power & steam supply for the Sugar Mills. However, surplus power shall be added into national grid. The plant will operate proximately for a certain period of days on bagasse during the cane crushing season of the sugar plant. The plant shall also operate during the off-season for a certain period days approximately on reserved Bagasse and Imported Coal. At the award of contract O&M Contractor shall mobilize, operate, and maintain the power plant for the period of (07) years. Operation and maintenance of the power plant shall be carried out in accordance with the prudent Cogeneration plant practices. This obligation comprises: Arrangement of a complete and competent operation and ■ maintenance staff and the supervision and management hereof. • Execution of all necessary day to day services and ■ maintenance as well as major overhauls in accordance with original equipment manufacturer's instructions. Operation of the plant within the operation criteria. ■ Operation & Maintenance (O&M) Proposal Page 2 of 15 0 & Vl SOLUTIONS • tegrata Mansgemeri Sy,ern 2.0 SCOPE OF WORK The operation and maintenance scope should essentially comprise all materials, plant & equipment and services required to make the plant operationally safe, and environmentally compatible. The arrangement shall be completed in all respects depending upon the selected technology. Scope of work include, but not limited to, following O&M activities: • i. Bagasse handling system and manual reclamation ii. Coal receiving, handling (manual reclamation) and management of coal storage yard and coal conveying system. iii. Raw water system, water treatment system, cooling water system, waste water treatment and disposal systems. iv. Ash handling system and disposal arrangements. v. Power Island comprising of Boilers, Steam Turbines, Generators, Condenser, Transformers, heaters, deaerator, piping, cables, pumps, etc. vi. Steam supply, power supply and condensate system connected to the sugar mills. vii. HV, MV and LV electrical systems including 132kV switch yard viii. Electrical protection systems and Metering Systems. ix. HSE as per applicable standards and best industry practices x. Management of Security of plant and colony. xi. Fire alarm and protection system. xii. Identification and management of plant safety, efficiency, reliability and security improvement projects. xiii. Procurement assistance and warehouse management for spare parts, consumables, fuel, etc. Operation & Maintenance (O&M) Proposal Page 3 of 15 0 & SOLUTIONS 1,1 air% Ir•leglatdd MalugemenlSygerri xiv. Coordination with WAPDA/NTDC regarding O&M of the plant as per PPA provisions. xv. Planning, management and execution of outages (forced and scheduled). xvi. Management of Statutory, insurance and lenders requirements related to O&M of the plant. xvii. Workshop operations. xviii. Data collection and record keeping. xix. General maintenance of infrastructure within power plant like buildings, roads, etc. xx. Green areas. Operation & Maintenance (O&M) Proposal Page 4 of 15 0 & M soLurioNs V kAS 'DM if 1,44.tot1 tria ■ lagerxrq S 3.0 EXTENT OF WORK The O&M period shall start and the O&M Operator shall take over the operation of the power plant upon the following conditions: ■ The mobilization fee has been paid prior to the start of the mobilization. ■ The plant has been fully tested and commissioned by the EPC Contractor and is able for unlimited operation. • The necessary permits for commercial operations have been granted, including applicable environmental permits, if any. • All relevant insurance policies have been established and accepted by the O&M Operator. A "Start of O&M Period Certificate" shall be signed by both parties and include possible comments by the parties to the present state, inventory, etc. of the power plant. The mobilization will commence at least 6 months prior to the startup of the O&M period. In performing the O&M Services hereunder, the O&M Contractor shall under the direction of the Owner as to the objective to be obtained but shall be free to exercise its discretion as to the methods and means of its performance of the Services. 3.1 Mobilization Period Mobilization Period shall commence at least 6-months prior to the COD for training and familiarization of the operators. The organization will be in accordance with the organization diagram attached as Annexure-A to the proposal. During this period Operator shall only claim the lump sum fee per month which shall cover the salaries, transportation, site office, hiring, food expenses and fixed fee. Following are the obligations of the operator during the mobilization phase: Operation & Maintenance (O&M) Proposal Page 5 of 15 A ) 0 & NI SOLUTIONS Iewatol 141,agernorll Sy,tirn Number 3.2 Description 3.1.1 Designate the Operator's Representative with signatory authority, no later than Seven (07) days after the Notice to Proceed. 3.1.2 Rationalization of miscellaneous plant teams as per proposed structure within 3 months period, after the Notice to Proceed, with help of Owner. 3.1.3 Critical/ Strategic parts inventory rationalization. 3.1.4 Audit/Purchase goods and services (e.g. safety gears, consumables and operator tools) in accordance with the O&M Agreement and as required in order to ensure safe and reliable operations of the Facility during the term of the O&M Agreement 3.1.5 New hiring of job qualified persons if required. 3.1.6 Review of Permits and Consents. 3.1.7 Review of Plant Operational Procedures and best practices. 3.1.8 Preliminary briefing and introduction of the contact person (s) to NTDC with help and consent of Owner in order to reduce the communication gap, if any. 3.1.9 Prepare, and submit to Owner for its review and approval, the initial Annual Operating Plan for the Operating Period no later than thirty (30) days after the Notice to Proceed. Operating Period Following are the obligations of the operator during the Operating Period: Number 3.2.1 3.2.2 Description Provide Operations and Maintenance services for the Facility, including associated and appurtenant mechanical and electrical auxiliaries and water treatment equipment, as necessary to perform the Work and to operate and maintain the Facility in accordance with Prudent Utility Practice, applicable Governmental Rules, OEM manuals/instructions and other manufacturers' guidelines. On an annual basis coordinate in advance with Owner Facility outages and power deliveries to the electrical system, all in accordance with Annual Operating Plan and other regular maintenance programs. Operation & Maintenance (O&M) Proposal Page 6 of 15 0 & SOLUTIONS gEl Jr tejtated Slatmeettneet System Number 3.2.3 3.2.4 3.2.5 3.2.6 Description Prepare, and submit to Owner for its approval no later than forty five (45) days before the commencement of the Year, the Annual Operating Plan for the Facility for the following Year. Owner shall have a period of thirty (30) days from the day of Operator submittal to furnish comments or approve the Annual Operating Plan. If no input from Owner is obtained within the thirty (30) days, such Annual Operating Plan shall be deemed accepted by Owner. Maintain at the Facility accurate and up-to-date operating logs, records, daily, weekly, monthly and annual reports regarding the operation and maintenance of the Facility. All such records to be maintained for the duration of the O&M Agreement. Perform periodic overhauls and maintenance required for the Facility in accordance with OEM manuals. Operator shall furnish Owner with reasonable advance notice of any change in the annual maintenance which is reasonably expected to affect the availability of the Facility. Implement an equipment repair and preventive maintenance program that meets the specifications of the OEM. 3.2.7 Provide reasonable technical engineering support for solving operation and maintenance problems for the Facility. 3.2.8 Perform the management services required to procure spare parts, overhaul parts, tools, equipment, and supplies required to operate and maintain the Facility in accordance with the recommendations of the OEM. 3.2.9 Recommend Facility modifications, capital repairs, replacements and improvements and, at Owners written direction, implement the same as an Extraordinary Expense. 3.2.10 Maintain accounting records regarding the O&M in accordance with generally acceptable accounting principles. 3.2.11 Reasonably assist Owner in the enforcement of contractor, subcontractor and vendor warranties and guarantees, if any. 3.2.12 Forecast fuel requirements and schedule deliveries of such fuel(s) for the Facility and monitor the sufficiency in terms of quantity and quality. Operator shall not be responsible for any costs, damages and expenses resulting directly from fuel(s) which are not in accordance with approved specifications as per the O&M Agreement and Prudent Utility Practice. Pay income tax imposed on Operator's personnel and business profit tax imposed on Operator's income. Schedule, hire and supervise subcontractors as may be required for the performance of Work. Operator shall update the operations and maintenance manual as appropriate. 3.2.13 3.2.14 3.2.15 Operation & Maintenance (O&M) Proposal Page 7 of 15 ) 0 & NI SOLUTIONS OM$ 1/.1014 d 1,1•doemer,S1M.1 Number 3.2.16 3.2.17 3.2.18 3.2.19 3.2.20 3.2.21 3.2.22 3.2..23 3.2.24 3.2.25 3.2.26 3.2.27 3.2.28 3.2.29 3.2.30 Description Operator shall Prepare and submit Daily, Monthly and Weekly reports for Plant. Maintain Facility tool room equipment and instruments. Maintain Facility fire protection and safety equipment. When forced and unforeseen outages occur, Operator shall notify Owner of the existence, nature, and to the extent possible, expected duration of the such outage as soon as practical. Operator shall inform Owner of changes in the expected duration of such outage Operator shall maintain an accurate and up-to-date operating log at the Facility with records of real and reactive power production for each clock hour; changes in operating status; scheduled outage and forced outages; and number of start-ups. Obtain in timely fashion and maintain in effect all governmental permits, licenses and approvals required to be held by Operator and its employees in order to perform its Work under the O&M Agreement. Maintain good communications and relations with the community and Governmental Authorities. Provide lubricating oils and greases provided Owner has already engaged a long term service/supply agreement with some Party who could provide such greases and lubricants as per OEM recommendations. Prepare and submit the annual CAPEX improvement and associated saving proposal to owner for approval. However CAPEX cost shall be borne by the OWNER and associated savings shall be shared on mutual agreement. Operator shall have the full access to workshop, related tools and equipment which are currently being used. However for any special tool or crane the Operator may back charge such costs to Owner. Operator shall have complete access to the MMS and have right to procure the materials required for the O&M. In addition to that Operator shall be responsible for replenishing those parts which would be available in the warehouse at the time of Notice to Proceed. However for additional or new spares either operator shall procure and back charge or the Owner shall arrange such part (s). Operator shall accrue the Major Overhaul amount on best of his knowledge basis however if after opening the turbine(s) some surprises come or OEM recommends then that cost shall be borne by the Owner. Run Facility as per PPA and FSA requirements as applicable to this O&M Agreement. Operator is responsible to maintain the landscaping and upkeep of the grounds (driveways, parking lots, fences, etc.) as provided by the Owner. Operator shall be responsible for building and roads maintenance, Painting and Flooring during whole term of the Contract. Operation & Maintenance (O&M) Proposal Page 8 of 15 ) 0 & NI SOLUTIONS CAM Ir towat.d Managefnem Sys,er, 3.3 Minimum Owner's Obligations A precondition to the obligations of the O&M is that the Owner will provide the following (costs related hereto to be borne by the Owner): 3.3.1 3.3.2 3.3.3 3.3.4 3.3.5 3.3.6 3.3.7 3.3.8 3.3.9 3.3.10 3.3.11 3.3.12 3.3.13 Designate Owner's Representative with signatory authority, no later than seven (07) days after the Notice to proceed. Make payment to the Operator as agreed in O&M Agreement in the account specified thereto. Provide adequate and safe access to Facility. Provide drawings, specifications, diagrams and other information regarding the Project that is required for the operation and maintenance of the Facility including those furnished to Owner by construction contractors. Obtain and maintain in effect all government licenses, permits and approvals necessary to operate and maintain the Facility as required by Governmental Rules and Governmental Authorities, other than such licenses, permits and approvals as the Operator is obliged to obtain and maintain in accordance with Part A and B. Pay all taxes and lease expenses incurred related to the Plant, including, without limitation, withholding, national and regional, sales, use, stamp, gross receipt, fuel and value added taxes, as well as import and customs duties, if any, and port lease expenses. Ensure the minimum quality/quantity of fuel, Baggase/Coal, as per EPC designed requirement. Provide and maintain in force throughout the term of the O&M Agreement all insurance policies required by the Owner (including but not limited to All Risk Property insurance, Boiler and Machinery Breakdown insurance as well as insurance for Business Interruption and/or Loss of Profit). Arrange labor and consumables for any Warranty Claim maintenance. After Warranty Claim Operator shall arrange the labor and consumables. Provide Operator open and safe access to workshop, related tools and equipment, and warehouse. Provide Operator with lifting devices and special tools as supplied under the Supply Contract for the Major Equipments. Owner shall provide family accommodation for Operator staff according to the agreed organogram, however responsibility of maintenance for entire colony will reside with Operator. Owner shall provide adequate vehicles, mobile crane, dumper, loader, electrical boom gantry. However Operator shall maintain Operation & Maintenance (O&M) Proposal Page 9 of 15 0 & M SOLU1'10tis V ItkAS It teetered Kosice:mem System 3.3.14 3.3.15 3.3.16 3.3.17 3.3.18 3.3.19 3.3.20 3.3.21 3.3.22 3.3.23 all these equipments. However for any specific job if mobile crane would be needed it's rental cost shall be borne by the Owner. Owner shall provide proper security for the Facility Site and to the Operator in order for Operator to conduct the Work in accordance with this Agreement. Owner shall hold harmless and indemnify Operator for all claims, losses and damages resulting from Owner's failure to provide proper security. Owner to provide fixed telephone lines and broad band internet connections to Operator. Operator shall pay for the use of such telephone lines and internet connections. Owner shall take appropriate actions at its own expense for the removal, remediation, and avoidance of any hazardous material, sludge and ash disposal . However, Operator is responsible to collect such hazardous material, sludge and ash in suitable containers or area within the Facility. Arrange for custom clearance and local transportation of all of the imported equipment, spare parts, materials or supplies for the Facility. Owner shall provide strategic and safety spares required for the reliability and availability of the Plant. Operator shall assist in preparing lists for such spares and later on Operator shall replenish these spares provided these may not be used under Warranty Period. Owner shall provide all spare parts, consumables, chemicals, filters and fuels during mobilization phase thru EPC Contractor. Owner shall provide proper storage facility for the spare parts during whole term of the Contract. Owner shall also be responsible to provide sufficient quantity of chemicals related to the process during whole term of the contract. All sorts of invoicing and financial matters dealing with Power Purchaser or Institutions shall be done by the Owner however Operator may provide support, if required. Long Term Service Agreement (LISA) with steam turbine manufacturer and all associated costs of spares and labor. 4.0 TERMS OF THE AGREEMENT 4.1 Minimum Annual Commercial Availability The Contractor shall be responsible to ensure the Annual Availability of the plant according to the agreed PPA over the term of the contract. Other Guarantee parameters are in accordance with performa-8 f the RFP, which are subject to the results proved by EPC. Operation & Maintenance (O&M) Proposal Page 10 of 15 0 & IVI SOLUTIONS ti lt A Irtewwt. Maqapetn,n1SyVom 4.2 Termination of Contract The right to terminate may only be exercised in writing, by either party, and the contract shall stand terminated within 90 days of such notification. If a party elects not to exercise such right, it shall be deemed waived. Termination Buy Out Mechanism shall be devised at the time of finalization of O&M Agreement. 4.3 Events of Default Either Party (the "Non-Defaulting Party") may terminate this Agreement for default if the other Party (the "Defaulting Party") (i) becomes Insolvent or (ii) the Defaulting Party commits a material breach of this Agreement and fails to cure the breach within thirty (30) days of notice from the NonDefaulting Party, or if it is not possible to cure such breach within thirty (30) days of such notice, fails to commence to cure the breach and diligently proceed with the cure to complete as soon as reasonably possible. For avoidance of doubt, it is agreed that (a) non-payment of undisputed amounts by either party owed to the other for a period of 30 days after such payment is due, and (b) abandonment of the Facility, or failure to operate the plant for any reason other than Force Majeure or planned/forced shutdowns shall be considered to be material breaches. 4.4 Force Majeure Neither Owner nor Contractor shall have any liability or be considered to be in breach or default of its obligations under this Agreement to the extent that performance of such obligations is delayed or prevented, directly or indirectly, due to: (i) any damage, failure, breakdown or physical inoperability of the power station; (ii) act of government, war, strike, damage, failure, breakdown or physical inoperability of the transmission system, preventing the Operator from generating and transporting electricity to the electricity distribution system; (iii) any other cause or matter beyond the control of the Operator concerned. Operation & Maintenance (O&M) Proposal Page 11 of 15 0 & M soLtmoNs OR+ it tevozed MaNsigerncnt System 5.0 OTHER TERMS & CONDITIONS Following terms and conditions shall be mutually agreed at the time of finalization of O&M Agreement • Limitation of LDs (Since LDs have not been provided with RFP, So LDs impact has not been considered in proposal) ■ Maximum Aggregate Limits ■ Impact of PPA and BESPA have not been accounted for however these could be considered once these contracts shall be signed with respective parties. ■ Defect Liability/Breakdowns Limits We are confident that we together can find a mutually acceptable solution to the benefit of both Parties and we look forward to meeting you, at your earliest convenience, to further discuss the proposal. In the meanwhile and until we meet, should you require any further information and details, feel free to contact us at any time. 6.0 EXPIRY OF O&M PERIOD The O&M period expires on the date 07 years after the date of signing the certificate of "Start of O&M Period". On the expiry date, a "Completion Certificate" shall be signed by both parties mentioning that the O&M Operator has completed his O&M services and including possible comments by the parties on the present state, inventory etc. of the power plant. 7.0 VALIDITY OF PROPOSAL The proposal is valid for 180 days after the date of submission of this proposal unless prolonged by us in writing. Operation & Maintenance (O&M) Proposal Page 12 of 15 0 & M SOLUTIONS ISM ktetatedM,aw,mSy,lem 8.0 COMMERCIAL PROPOSAL 8.1 FEES The O&M Operator shall be entitled to invoice and be paid by the Owner the below mentioned fees. • Mobilization Fee • Fixed Monthly Fee ■ Variable Fee Payment shall be made to the O&M Operator's account as specified by him. 8.1.1 M I ee Mobilization Period shall commence at least 6-months prior to the COD. During this period Operator shall only claim the lump sum fee per month which shall cover the salaries, transportation, site office, hiring, food expenses and fixed fee. The mobilization fee shall be paid prior to the start of the mobilization period, as the sum of the following firm and fixed amount in US$ i.e. 200,000/Month. IS.1.2 Fixed !`0 ,;.)citlily Fee Fixed monthly fee covers all the fixed costs under the O&M contract. This fee is independent of the production and will be invoiced and paid monthly as the sum of US$ 275,000/Month. Variable fee covers all necessary spare parts, consumables and manpower for maintenance. The variable fee will be invoiced and paid monthly, based on monthly meter readings at the high-voltage side of the step-up transformer as the sum of the following firm and fixed amounts in Rs i.e. 0.1482 Rs/KWh. Operation & Maintenance (O&M) Proposal Page 13 of 15 O & M SOLUTIONS • Irle,aIetl Koagerno‘l SiMorn This figure worked out at 86% plant factor. Note: • Since most of the commercial contracts and project details are unknown so all those recurring costs, fixed and variable costs could be changed accordingly. ■ The fees of this proposal are calculated on tax-free basis for goods, materials, liquids, equipment, and services etc. required for the O&M contract. EPC, PPA, Tariff determination and IA negotiations are yet to be finalized, therefore, either parties has the right to adjust their proposals, technically and materially, on the basis of finalized EPC and PPA. • Some of the costs may be adjusted on final selection of OEMs and Owner shall share the price of spares with the Operator. ■ All applicable taxes are pass-through as per RFP. 8.2 PRICE ESCALATION Escalation in O&M Fee shall be made as 60% on USCPI & Fx and 40% WPI based with PPA rate shall be taken as the reference rate. 8.3 Payment Procedures & Security This shall be mutually agreed between the Parties at the time of signing the O&M Agreement. Operation & Maintenance (O&M) Proposal Page 14 of 15 OM ) 0 & INI SOLUTIONS Ir te,rated ht,dgetnerst So;orn ANNEXURE-A (Proposed Organization Structure) Director Project Stationed at Head Office Plant Manager (1) on-site staff Accountant (2) HSE Coordinator (1) Store Keeper (3) Other Staff (3) -.Manager Operations,(1) Team Leader(1) Team Leader (1) Shift Incharge (4) Mechanical Technician (4) Boiler Operator (8) Electrical Technician (4) Turbine Operator (8) Instrument Technician (2) Control Rom Operator (4) Contract Labor, (for Bagassettoal Handling) Utility Operator (8) —1 Chemist (4) Operation & Maintenance (O&M) Proposal Page 15 of 15 C F INGENIERIE FEL - 2x60 MWe Bagasse/Coal Cogeneration Plant - Technical Abstract MIMI AIM =II / / FATIMA ENERGY LIMITED E-110, Khayaban-e-Jinnah LAHORE CANTT PAKISTAN Fatima Group I 2 x 60 MWe COAL/BAGASSE COGENERATION PLANT IN SANAWAN (PAKISTAN) Technical Abstract Revision A January 2013 CdF INGENIERIE 2, rue de Metz B.P. 40142 57804 FREYMING-MERLEBACH cedex Phone. +333 87 81 15 67 - Fax +333 87 04 52 85 [email protected] www.cdfingeniene.fr C F INGENIERIE C F INGENIERIE FEL — 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract SUMMARY • BACKGROUND (GENERALITIES) 3 2 CONTRACT 4 3 GLOBAL DATA 6 3.1 Bagasse characteristics 6 3.2 Coal characteristics 6 3.3 Sugar Mill requirements 7 4 TECHNICAL CHOICES. 8 4.1 Preamble 8 4.2 Generalities 8 4.3 Boiler 9 4.4 Steam turbine 10 5 AWAITED POWER PRODUCTION 11 6 TINE SCHEDULE 12 Revision A 2/12 C F INGENIERI E 1 FEL - 2x60 MWe Bagasse/Coal Cogeneration Plant - Technical Abstract BACKGROUND (GENERALITIES) Fatima Energy Limited (FEL) is a subsidiary of the Fatima Group, located in Pakistan. FEL is planning the implementation of a 2 x 60 MWe coal/bagasse Power Plant in their Sugar Mill of Sanawan, Tehsil Kot Adu, District Muzaffar Garh in the Province of Punjab. tee: a isrna Kha0 Kandahar 0 • Guiranwala Faisalabad 0 O 9Kasul jhihangSadar Okata sha.x.,,c, Kama is O 9 Khanewal Sahara) Dora Gha Khan Quetta O 0 4\ 0Amr Lahore Multan Pakistan Pun 3a-gt;nagar OBahawalpur Sugar Mill Ahmadpu s.asT Kha-pur0 Jade tabad O O Rahrmyar _ Khan Stukarpurp Sad duanad Q Sukkur Mane? O Sikar O O Lackana JasalmeO Nawabshah 0 'andooka- Karactu O Hyderabad *Map. Khas Rajasthan Jodhpur r( s ha rg a r^ Ajmer 0 ° 0 O Beawar Ehrwara O 0 CS ria-L,rga rh O Lidatpur 0 This Power Plant is designed to feed the Sugar Mill in steam and to produce electricity during the crop season (November to April) in a cogeneration mode, and only to produce electricity during the off season (May to October). The whole quantity of electricity produced by the Power Plant will be sold on the national Pakistanis' grid. The needed electricity for the Sugar Mills will be directly delivered from the national grid. The Power Plant will then operate in 2 modes: 1- Conventional Power Plant operation (off season) - "Coal firing" 2- Cogeneration operation (crop season) - "Coal firing" - "Bagasse firing" Due to the lack of electricity production means in Pakistan, the Power Plant should operate at full load, with the minimum yearly stops (for maintenance). Revision A 3/12 C F INGENIERI E 2 FEL — 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract CONTRACT Due to the specificities of the Power Plant, Fatima Energy Limited intend to contract with a global contractor, based on an EPC (Engineering, Procurement and Construction) contract. FEL will be assisted by CdF INGENIERIE, a French engineering company with a wide experience in the fields of power generation, cogeneration, co-combustion, based on coal and biomass, including bagasse. The EPC contract will include in particular the following items: Spreader Stoker boiler and auxiliaries: ■ Boiler which can burn either biomass or coal, Flue gas de-dusting and treatment equipment, Bottom ash and fly ash removal equipment. • Power generating equipment: Turbo-generator equipped with condenser. The turbine will include LP steam extraction to supply the Sugar Mill and the Power Plant auxiliary facilities (thermal de-aerator and feed water heater), Steam system indented for vacuum generation within the condenser. Feed water tank including in particular: ■ Make-up water filtration station, Make-up water demineralization station equipped with demineralised water tank, Collector for LP steam condensates from the exchanger Power Plant/Sugar Mill, Feed water tank with thermal de-aerator, Feed water pumps. • Air cooling system, Bagasse delivery and storage equipment together with bagasse feed line into ■ the boiler, Coal delivery and storage equipment (if necessary coal preparation plant) ■ together with coal feed line into the boiler, Evacuation system for combustion wastes, ■ • Stack, Power Plant electrical rooms and control room, ■ Electrical exchange switch bay in the national grid switchyard, ■ Auxiliary premises : offices - locker rooms ■ ■ Civil works. Revision A 4/12 C F INGENIERI E FEL - 2x60 MWe Bagasse/Coal Cogeneration Plant - Technical Abstract Generally speaking, the whole installation will be at least in accordance to the World Bank standards and the Pakistan revised National Environmental Quality Standards (NEQS). The emissions limits are as follows: Emission limits (dry at 6% 02) NOx SO2 Dust CO s 1,200 1,500 50 800 mg/Nm3 mg/Nm3 mg/Nm3 mg/Nm3 Taking into account of the technology of the boiler and the use of international coal, bagasse and cotton sticks, these limit values of emissions should be reached without Flue Gas Treatment (FGT) systems. This will have to be confirmed in the technical specifications set up. Nevertheless, the use of local coal might lead to the need of a FGT. i• Revision A 5/12 C F INGENIER IE FEL - 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract 3 GLOBAL DATA 3.1 BAGASSE CHARACTERISTICS During crop season, the Power Plant will be fed by the bagasse coming from the nearby Sugar Mill. The design annual amount of bagasse is 306 000 tons per year (i.e. 30% of 1 020 000 tons of cane cropped per year). So the Power Plant can be maintained to its nominal working point with 106 t/h of bagasse during the 120 days of the crop season. With such bagasse flow, only one boiler can run on bagasse mode. Thus coal will be also used during the crop season in the second boiler. If the bagasse is stored a long time, it will self-ferment. So the use of the bagasse must be as quick as possible after production. In that way, bagasse will be used at an optimal boiler consumption capacity. The bagasse has the following characteristics: Bagasse LHV Moisture Ash Volatile matters Sulphur Bulk density 3.2 6.8 - 8MJ/kg 46 - 53% 0 - 3.5% 31 - 48% 0 - 0.085% 100 - 170 kg/m3 COAL CHARACTERISTICS The Power Plant will be fed by international coal or local coal. For the design of the Power Plant, it has been considered that the main coal will be supplied from international bituminous coal. The basic characteristics of international coal are the following: South-African Coal LHV 23 - 29 MJ/kg Moisture Ash Volatile matters 7 - 15% 4 - 16% Sulphur 23 - 35% 0 - 0.6% In any case the Power Plant must be conceived to widely open the ranges of coal that could be used with the installed equipments. Revision A 6/ 1 2 C F INGENIERI E FEL — 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract It is assumed that the ranges of some characteristics must be clearly defined. For example: ■ LHV, Swelling index, ■ Ash content, ■ ■ Volatile matters, ■ Size (grindability). 3.3 SUGAR MILL REQUIREMENTS During the crop season, the nominal Sugar Mill needs are the following: Process steam: 210 t/h ± 10% - 2.6 bars (abs) - 135 °C (from controlled ■ extraction on the steam turbine), • It is considered that above 80% of all steam received by the Sugar Mill will be returned (condensates) at 90 °C to the Power Plant (during crop season). During the off season, all the steam from the turbine will go to the condenser. There will be no extraction for the Sugar Mill. Revision A 7/12 C F INGENIERI E FEL - 2x60 MWe Bagasse/Coal Cogeneration Plant - Technical Abstract 4 TECHNICAL CHOICES 4.1 PREAMBLE The following choices are made regarding the efficiency, cost-effectiveness and already made similar projects. Nevertheless, the EPC contractor should propose another technology or other changes to be studied. 4.2 GENERALITIES The Power Plant will be two 60 MWe (gross) units; the current Sugar Mill Power l iTg--crop--srn-o-n in case of breakdown of the new Plant will be kept in stanwscri Power Plant. It is underlined that the nominal capacity of 120 MWe is based on the conventional mode and without steam sent to the Sugar Mill (off season). The steam conditions at the outlet of the boiler are 90 bar a / 540°C. The proposed water/steam cycle is as follow. WATER / STEAM CYCLE - one controlled extraction for Sugar Mill needs, fnst air heater and deareator - one bleed for condesates heater - second air heater uses hot water from outlet of the economizer, in bagasse mode only Revision A 8/1 2 • C F INGENIERIE 4.3 FEL —x60)V1We Bagasse/Coal Cogeneration Plant — Technical Abstract BOILER The boiler considered is a Spreader-Stoker boiler. In theory coal and bagasse can be burnt at the same time in the spreader stocker boiler. The heat input of the lesser fuel is limited to 20% of the total heat input in order to avoid fouling problems. The 2 solutions are the following: Coal: 0 to 20%, Bagasse: 80 to 100% Coal: 80 to 100%, Bagasse: 0 to 20% However, from our experience, we do not recommend the use of mixed firing. We recommend the use of 100% bagasse firing and to alternate with 100% coal firing when needed i.e. to enhance the electricity production or in case of lack of bagasse. The global yearly consumption of bagasse and coal will remain the same. It is remembered that 6 similar boilers are in operation in Reunion Island (France) and in Guadeloupe Island (France). CdF INGENIERIE has realized the whole engineering services for these projects. B f ilh rkl I ,,••••••■ imem.r.e.,or.I.T,,, •••,,, ... ••••^,-...r.,••••••, G/MEMEN. TX/MTV UR r: .....•••••■ —••• _0 . . . .._._._._.__. . . . . . . .._ ._._.... . ....,.._ .. .... . ______--....._ ........ -.---. .. 113 r11~11.(161r1•117111.Taall•MY-S.."..IF .41:1~.10111L,11.41114TIIMSAMIP F A - Spreader B - Secondary air C -'`toile shelf D - Primary air E - Irrection of recycled part:cules F - Clinker outlet General Scheme of spreader stoker boiler running with coal* * For boiler running with either coal or bagasse, the bagasse spreader is situated above the coal one. Revision A 9/12 C F INGENIERI E FEL — 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract Detail boiler design: Superheater (2 or 3 crossflows sections), ■ Mechanical dedusting device, ■ • No flue/air heater, Economizer (bare/H finned tube). ■ 4.4 STEAM TURBINE The turbine will be a single shaft, and is foreseen to have one controlled extraction and one bleed. s Revision A 1 0/ 1 2 C F INGENIERI E 5 FEL — 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract EXPECTED POWER PRODUCTION Hereafter is indicated the awaited power production per unit, in 2 modes: Conventional Power Plant mode (off season) ■ ✓ "Coal firing" Cogeneration mode (crop season) ■ ✓ "Coal firing" ✓ "Bagasse firing" LVC of the fuel Boiler steam production* Boiler efficiency Coal consumption* Steam for FSM* Power produced (gross)* Units Off Season (conventional mode) MJ/kg t/h Coal : 24.715 200 89.2 26.2 0 60 % t/h t/h Mwe * per unit Units LVC of the fuel Boiler steam production* Boiler efficiency Fuel consumption* Steam for FSM* Power produced (gross)* MJ/kg t/h % t/h t/h Mwe _ Crop Season (cogenaration mode) Bagasse : 7.317 220 84.4 94.2 105 50.8 * per unit These results are indicative and have to be confirmed by the EPC Contractor. Revision A 1 1 /1 2 C F INGENIERIE 6 FEL — 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract TIME SCHEDULE Hereafter is shown an expected time schedule for such a project. It is based on the previous experiences of CdF INGENIERIE and the known availability for manufacturers. COAL BAGASSE FIRED COGENERATION PLANT (INDICATIVE SCHEDULE) Sr # 1 • 2 3 4 1 'Basic Design, lay out and technical specifications of the Power PlantScheduled Acceptance Date (90 Days from Effective Date) Issuing call to tenders for EPC Clanfication to bidders during bidding Bidders proposal evaluation EPC contract negotation Signature of EPC contract Year 02 Year 01 I 1 Activity Description/Scheduled from Effective Date 1 2 3 4 51 61 7 , 9 10 11 12 13' 14115" 1 1617 18 19 20 21 22 23 24,25,26 27128 29 301 31132 33 34 35, 36 , , , , , 1 1 1 I , 1 8 , 1 t V , 1 Year 03 I 1 , [ , 1 I 1 1 1 V 5 6 ,EPC contractors preliminary & detail 'design review - commencement subject to effectiveness of the EPC CONTRACT and time to commence on the date of ;effectiveness of EPC Contract Erection supervision - commencement ,subject to effectiveness of the EPC ;CONTRACT , , 1 4 ; 1 7 Assistance for tnal run, commissioning & acceptance of the work commencement subject to effectiveness of EPC Contract . 1 , 1 , Commissioning of power plant - subject' to effectiveness of EPC Contract 8 Final Design Review (As Built Drawings) ,commencement subject to effectiveness of EPC Contract 1 1 , 1 , V 1 1 1 • 1 , , This indicative time schedule for positions 5 to 8 must be detailed in full accordance with manufacturers, giving in mind that FEL's will is to shorten the global realization as much as possible. Revision A 1 2/ 1 2 Limited MI/ la MIMI I WI A Fatima Group Company Fatima Group Fatima Energy GU& J _- m br 120 MW BIOMASS / COAL COGENERATION POWER PROJECT Fatima Group of Companies E -110, Khayaban - e -Jinnah, Lahore Cantt. INFORMATION MEMORANDUM j 2013 Energy Crisis - Current Scenario: Demand has outstripped supply of electricity and the country is presently facing power shortages of approximately 5,000 MW during peak demand time. The present electricity demand-supply gap, coupled 12000 10000 ai Installed Capacity 2008-09 8000 6000 with consistent growth in demand, clearly indicates the fundamental need and market for enhancing the 4000 country's current power generation capability. 2000 Realizing the gravity of the situation, the government has taken proactive actions to encourage private sector investment in power generation. The upcoming 0 Installed ■ Capacity 2009-10 c, e A4v- e \4\)' Fatima Energy Bagasse/Coal based Power Project is part of these initiatives. Source Hydrocarbon Development Institute of Pakistan & PEPCO About the Company/Sponsors Fatima Energy Limited "FEL" was incorporated in 2004 with an objective to build and operate a bagasse/coal based power plant for generation, distribution, sale and supply of electricity to National Transmission and Dispatch Company (NTDC). The main sponsor of the company is Fatima Sugar Mills Limited one of the subsidiaries of Fatima Group established in 1936 with a success story spread over seven decades, expanding its horizon from trading to manufacturing. Today, the Group is engaged in trading of commodities, manufacturing of fertilizers, textiles, sugar, mining and energy. The Group has made exceptional progress in the last two decades and has diversified into manufacturing of sugar and fertilizers. Realizing its responsibilities as a good corporate citizen, the Group contributes substantially to the economic development of Pakistan through taxation, exports and by with over 10,000 people associated with their business operations, in various capacities. The diversified operations are carried out from the following Group companies: • 2 Fatima Fertilizer Company Limited Pakarab Fertilizers Limited • • • • • Reliance Weaving Mills Limited Fazal Cloth Mills Limited Fatima Sugar Mills Limited Reliance Commodities (Private) Limited • • • Fatima Energy Limited Pakistan Mining Company Limited Air One (Private) Limited Fatima Energy Limited INFORMATION MEMORANDUM 2013 Fatima Group has acquired the capabilities of managing large industrial enterprises with a team of professional capable of undertaking any state of the art project from the design stage, through implementation to subsequent operation, for example: • Post privatization at Pakarab Fertilizers Limited improved production performance and modernization. • Installed grass roots large fertilizer complex (Fatima Fertilizer Company Limited) implemented from conceptualization, construction/erection to startup of successful operations. The Project — Baqasse/Coal based 120 MW Power Plant FEL has taken up the implementation of power project which is designated to have a gross capacity of 120 _MW electricity generated through consumption of Biomass/Coal that will be purchased by NTDC for a period of 30 years. The plant will be located in Sanawan, Tehsil Kot Adu, District Muzaffargarh. FEL engaged CdF INGENIERIE to carry out feasibility study for the project which would consume the Bagasse produced by Fatima Sugar Mills Limited "FSML" during the crop season and imported coal during off season for generation of electricity. FEL is planning to use technology of two Spreader Stroker Boiler Solution called 2 X SS solution which is suitable to meet Fatima Group objectives, as the Group is planning toeic-teria its sugar mill operations. This extension will result in increased production of bagasse over the period. Economical highlights of the Project: • 410 Construction period of the project will be thirty (30) months; • Debt to equity ratio would be 75 : 25. • Life of the project will be 30 years; and • Loan repayment period Will be 10 years. Environmental highlights of the Project: Whole installation will be in accordance to the World Bank Standards and Pakistan • revised National Environmental Standards. Noise and waste water will be taken account of during the implementation of the • project. The committed timeline for Commercial Operations Date (COD) is November, 2015. 3 I Fatima Energy Limited 4 • 4, AT , n' 4q`4-nnin 4 v - 4Fic$4, 4'? MIN AM /IV Al IW Our Vision & Mission Fatima Group Our values define who we are - Fatima Group runs its business on well-defined goals and objectives based on its Vision and Mission statements Our Vision "To be a dynamic business group, building robust businesses that excel at serving their customers and stakeholders through exceptional products and services in industries and markets that support progression and economic growth at community, society and country level" Our Mission "To create continuous value for our customers and consumers, inspiring confidence and respect through the highest levels of product quality and service." • A story of Successful bus 111111111//1111 ∎ 4111I∎ IWWI= 1936 Fatima Group "...With an annual turnover of USD 732 Million and over 10,000 employees/ the group holds a history of 75 years of successful business in Pakistan " Reliance Weaving Mills Limited Fazal Cloth Mills Limited Year Established Fatima Sugar Mills Limited Pakistan Mining Company Limited Fatima Fertilizer Company Limited Reliance Commodities (Pvt.) Ltd Pakarab Fertilizers Limited Fatima Fertilizer was the Best Performing Stock on KSE in 2011. Has a Sponsored Level 1 ADR in the US OTC Market Fatima Trading Company Limited Fatima Energy Limited MINI// Brief introduction to our WI (MIS Fatima Group "...Fertilizer now being our core business, diversification is the key to our success" Fertilizer Sector Companies Pakistan Mining • Annual production capacity of 1.28 Million Tons • Annual production capacity of 0.85 Million tons • Exploration & Mining of Rock Phosphate in Pakistan • Packing material for fertilizer companies Other Group Companies Reliance Commodities diMPANI 111111/411/41111 MI WINO Audited Group Financial Fatima Group 2,000 to Total Assets ■ Shareholders Equity 1,500 Net Sales II Gross 1,000 Profit EBITDA 500 0 International Trade Fatima Divisions Textile Fertilizers Sugar Companies Pakarab Fertilizers Fatima Fertilizer Fazal Cloth Reliance Weaving Fatima Sugar Status as at 31st Dec 2012 (Est.) 31st Dec 2012 (Est.) 30th Jun 2012 30th Jun 2012 30th Sep 2011 53,149 78,741 20,577 5,935 8,648 19,427 28,540 9,266 2,115 8,083 29,778 19,750 1,637 16,550 3,041 16,248 Total Assets Reliance Commodities Total Total Rs (Million) US $ (Million) 6,298 173,348 1,769 5,957 5,078 70,383 718 8,699 5,048 362 71,720 732 2,831 914 632 88 22,652 231 3,210 846 1,178 1,710 26,233 268 30th Jun 2012 Shareholders Equity Net Sales Gross Profit EBITDA NMI all A I AI =NO Fatima Group Pakarab Fertilizers Ltd (PFL) Background Post Privatization / IPO Initiatives (-150 Million USD) Fatima Fertilizer Co. Ltd (FFL) ■ Acquired from government of Pakistan under Privatization Scheme Initiated as green field integrated ■ project with cost of USD 750 Million. ■ Producer of Ammonia, Nitric Acid (NA), Urea, Calcium Ammonium (CAN) and Nitro Nitrate Phosphate(NP). ■ Producer of Ammonia, Nitric Acid (NA), Urea, Calcium Ammonium (CAN) and Nitro Nitrate Phosphate(NP). ■ Installation of Clean Development Mechanism (CDM) at Nitric Acid plant to ensure environmental compliance and generate additional ■ Installation of CDM at Nitric Acid plant to ensure environmental compliance and generate additional revenues ■ Installation of CO2 plant to generate more revenue. Effective integration to use steam ■ produced by Ammonia and Nitric acid plants for power generation ■ Installation of Co-Gen Power plant and HRSG to reduce fuel gas consumption and use of heat/steam Listed on all exchanges in Pakistan ■ and tradable at US OTC market. 10% equity participation from private ■ Sector. =IVAN MIN Fatima Group Agreements signed, recently, with Haldor Topsoe and Kellogg for revamp studies of both Fertilizer units. HALDOR TOPSOE T CATAIYSING v011q fillSCM1F li- tici ric1vr s o j i tz BR fflutips 113 • ir Kawasaki ft 442 fg ft 1/` Ei]- Chira Natonal Cnernical Engineenr g Group Corporaton Kawasaki Heavy Industries Ltd Groupe OCP C F INGENIERIE 4,A Sechilie fi/ Sitlec . WWII AEI MI A I I 111 WI ■ Fatima Group 120 MW Bio-mass Co-Gen Power Developing Phosphate Mines In house Business Development Team active MOU Signed with Haldor Topsoe • Fatima Energy is under implementation at a cost USD 210m. 1st Renewable energy project of its type Pakistan Mining would supply phosphate rock to group fertilizer companies International Options under review Green Field Fertilizer Complex in Africa -AIM Mii/Ara INF Fatima Group • A 120MW biomass fired power plant with an life of 30 years . • The Project would use 'bagasse' in sugarcane crushing season whereas 'coal' in off-season. • IRR on bagasse and coal based generation is 17% and 16% respectively. • Tariff @ 60% annual plant factor for capacity payment and energy charge and for excess production only energy charge. • EPC contract finalized with CSIC group, China with major equipment of European Brands. • Technology and technical support by CDF & SIDEC France with over 30 years experience in setting up & successfully operating similar projects. • $ EINNIA1111 MUM Fatima Group Technical Capability Multi-disciplinary team capable of undertaking State of the Art Projects A business experience since 1979 Experience in Ammonia, Nitric Acid, Urea, CAN and NP Technologies Financial Capability - Total Asset of approx. USD 2 bn - Fatima Fertilizers listed on Local Bourses - ADR tradable in US OTC Marketing Capability Proven Capability of marketing consumer & industrial goods in local and international markets esSton ettise Business Management Capability • Experience of managing large organizations across industries 1111111/Aill IIIIIVAVAII IW Fatima Group A group that makes perfect business sense ',41Mtf . t 1111/A1111 ■ Fatima Sugar MI MIMI Fatima Group Thank You • 111 111111111111111111111111111111111111111111111111 C247436 . W., ia) i.im, 4.4 ;4Litin&. 1 - • t't r-.,., • ) ,0 s; -,.--, k5 ..,,, 1.4' 4e / t7.7••=T.V '''' , •• -,... „Zsr," h..■ l el — , ,.,.__„: . ..... • •.- _, .e.., ' .• ,...r..'1..-•' •••-••.e•-et, '.. c• , -44\ — , ee, . . , x-,S4' , -- T. A >trmrt4r;t'zxx-. 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' ' BEFORE THE NATIONAL ELECTRIC POWER REGULATORY AUTHORITY IN RE: 120 MW CO-GENERATION POWER COMPLEX AT THE SITE OF FATIMA SUGAR MILLS LIMITED, SANAWAN, TEHSIL KOTADU, DISTRICT MUZAFFARGARGH, PUNJAB, PAKISTAN AFFIDAVIT I, Fazal Ahmed Sheikh-Director of Fatima Energy Limited, E-110, Khayaban-e-Jinnah, Lahore Cann duly authorized through a bOard resolution dated January 18, 2013, do hereby declare and affirm on oath as under: 1. That the accompanying Application for Generation License has been filed before the National Electric Power Regulatory Authority and the contents of the same may kindly be read as an integral part of this affidavit. 2. That the contents of the accompanying Application for Generation License are true and correct to the best of my knowledge and belief and nothing has been concealed or misstated therein. Deponent Verification Verified on oath at Lahore on this 18th &y of Jaf•ttary 20! 3 that the contents of the above affidavit are true and correct to the best of my knowledge and belief Deponent 111 111111111111 11 I111llllllllllllllllll 1111111111111 0247436 BEFORE THE NATIONAL ELECTRIC POWER REGULATORY AUTHORITY IN RE: 120 MW CO-GENERATION POWER COMPLEX AT THE SITE OF FATIMA SUGAR MILLS LIMITED, SANAWAN, TEHSIL KOTADU, DISTRICT MUZAFFARGARGH, PUNJAB, PAKISTAN AFFIDAVIT I, Fazal Ahmed Sheikh-Director of Fatima Energy Limited, E-110, Khayaban-e-Jinnah, Lahore Cantt duly authorized through a board resolution dated January 18, 2013, do hereby declare and affirm on oath as under: 1. That the accompanying Application for Generation License has been filed before the National Electric Power Regulatory Authority and the contents of the same may kindly be read as an integral part of this affidavit. 2. That the contents of the accompanying Application for Generation License are true and correct to the best of my knowledge and belief and nothing has been concealed or misstated therein. Deponent Verification of lat.nary Ver'f;e:1 on oath at Lah-,1-2: on this' 10' '11gt affidavit are true and correct to the best of my knowledge and belief. th cr,ntentQ of the n bOve tLC4'u( Deponent • 4*e g oY/fri 616/- • Fatima Energy Limited A Fatima Group Company MEV/MI 1111111I/VAI NW MIMI January 23, 2013 .(," Registrar National Electric Power Regulatory Authority OPF Building, Shahrah-e-jamhuriat (4 ■ 2 r -4111'S cc--,• c_ c. -.. c...Ave-lf ,-.4.1 0. ..1 (t.1(.2. nd■ .C•--...."21; ; G-5/2, Islamabad Subject: • Application for a Generation License for Bagasse/Coal based Power Generation -.) • c-. rzJ. c.---, 0 -- Project I, Fazal Ahmed Sheikh, CEO/Director, being the duly authorized representative of Fatima Energy Limited by virtue of Board Resolution dated January 18, 2013, hereby apply to the National Electric Power Regulatory Authority for the grant of a Generation License for bagasse/coal based co-generation power project to the Fatima Energy Limited pursuant to section 15 of the Regulation of Generation, Transmission and Distribution of Electric Power Act, 1997. 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 Regulatory Authority Licensing (Application and Modification Procedure) Regulations, 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-in-support is true and correct to the best of my c., .et. c r..,, r c~ . r-• knowledge and belief. A Demand Draft No. BBB10817151 dated January 23, 2013,in the sum of Rs.599,920/- (Rupees Five Hundred Ninety Nine Thousand Nine Hundred Twenty Only), being the nonrefundable license application fee calculated in accordance with Schedule II to the National Electric Power Regulatory Authority Licensing (Application and Modification Procedure) Regulations, 1999, is also attached herewith. Fazal Ahmed Sheikh CEO/Director Plant Site: Fazal Garh, Sanawan, Kot Addu, Dist. Muzaffargarh. PABX: +92 66 2250514-5, Fax: +92 66 2250512 Head Office: E-110, Khayaban-e-Jinnah, Lahore Cantt., PABX: +92 42 111-FATIMA (111-328-462), Fax: +92 42 36621389, Web: www.fatima-group.com rli • Allied Ban 6361 ABC No. BBB 10817151 ALLIED BANKERS CHEQUE t 07, Date Akt..44' ..- • • 7-e-PAY t a_bhv OR ORDER Pfet.N.AC, 6,45, RUPEES Ftve_ Payable at any branch in Pakistan D-1708 361 Please debit Account No. A.LIZ it • • of branch () (3 108 17 15111°0 11,00001:000 1757 e Signatory IBS No .7-2_6 f Authorized Signatory IBS No.602_3 DO NOT WRITE BELOw 114$ LANE 14000 L0000 10 0 L0o' Fatima Energy asisrAirm LimIted A Fatima Group Company January 23, 2013 Registrar National Electric Power Regulatory Authority OPF Building, Shahrah-e-jamhuriat G-5/2, Islamabad Application for a Generation License for Bagasse/Coal based Power Generation Project Subject: I, Fazal Ahmed Sheikh, CEO/Director, being the duly authorized representative of Fatima Energy Limited by virtue of Board Resolution dated January 18, 2013, hereby apply to the National Electric Power Regulatory Authority for the grant of a Generation License for bagasse/coal based co-generation power project to the Fatima Energy Limited pursuant to section 15 of the Regulation of Generation, Transmission and Distribution of Electric Power Act, 1997. 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 Regulatory Authority Licensing (Application and Modification Procedure) Regulations, 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-in-support is true and correct to the best of my knowledge and belief. A Demand Draft No. BBB10817151 dated January 23, 2013,in the sum of Rs.599,920/- (Rupees Five Hundred Ninety Nine Thousand Nine Hundred Twenty Only), being the nonrefundable license application fee calculated in accordance with Schedule II to the National Electric Power • Regulatory Authority Licensing (Application and Modification Procedure) Regulations, 1999, is also attached herewith. Fazal Ahmed Sheikh CEO/Director 11. , I"- Fatima Energy Limit e INETAWAIII1 d A Fatima Group Company MEM January 23, 2013 Registrar National Electric Power Regulatory Authority OPF Building, Shahrah-e-jamhuriat G-5/2, Islamabad Dear Sir, • Application for Generation License — 120 MW Co-Generation Power Project at Fatima Sugar Mills Limited of Sanawan, Tehsil KotAdu, District Muzaffargargh, Punjab Fatima Energy Limited (the "Company") is registered with the Private Power and Infrastructure Board ("PPIB") under Registration Number "3003" as a Co-Generation power project intended to be situated at Fatima Sugar Mills Limited, Sanawan, Tehsil KotAdu, District Muzaffargargh, Punjab (the "Project"). The PPIB has, in its letter dated 23 rd August 2010, advised the sponsors to approach NEPRA for award of generation license and tariff determination for the subject Project. Therefore, we hereby apply for grant of Generation License for the Company in accordance with the Regulation of Generation, Transmission and Distribution of Electric Power Act, 1997 (and the rules and regulations thereunder). Alongside this application, we are also filing an application for the approval of the generation tariff for the Project. • Although we have aimed to provide a comprehensive application we are available to provide anything further that you might need in your evaluation. We look forward to working with you to complete the regulatory process and thereby achieve financial closing for this Project at the earliest. Yours Sincerely. Fazal Ahmed Sheikh CEO/Director F I • III ,a 1:,t PAC ,111 tt"L 4( x a-92 EtF il • Generation License Application of Fatima Energy Limited • Annual Return • Memorandum of association • Certificate of Incorporation • Private Power and Infrastructure Board acknowledgement • Project Organization • Curriculum Vitae • Accounts and Financial Statements • EPC contractors Profile and Experience • Board Resolution • 0 & M offer • Technical Abstract • Fatima Energy Limited Profile • Fatima Group Profile • Affidavit GENERATION LICENCE APPLICATION OF FATIMA ENERGY LIMITED E -110, Khayaban-e Jinnah (DHA Boulevard) Lahore Cantt. • LAW PROJECT OVERVIEW A. Background: The project company is a public limited company with the title of Fatima Energy Limited ("FEL") with its principal office located at E -110; Khayaban-e Jinnah (DHA Boulevard) Lahore Cantt. FEL was incorporated under the Companies Ordinance 1984 on 22 nd June 2004. Pursuant to the National Policy for Power Co-Generation by Sugar Industry 2008, FEL submitted its proposal to the Private Power and Infrastructure Board ("PPIB") to develop a state of the art co-generation power plant with a capacity to generate electricity of approximately 120MW through the consumption of bagasse and coal to be situated at the site of Fatima Sugar Mills Limited ("FSML") in Sanawan, Tehsil KotAdu, District • Muzaffargargh, Punjab (the "Project"). In response thereof, PPIB vide letter dated 23 rd August 2010 communicated the formal registration of FEL under Registration Number "3003" and advised the Sponsors to approach the National Electric Power Regulatory Authority ("NEPRA") for award of generation licence and tariff determination for the Project. B. Site: The Project is to be located on an area of 62 acres (including 16 acres for a residential colony adjacent to FSML) located along the G.T. Road KotAddu (towards north) between Mehmoodkot and Sanawan (a city of Punjab located at about 425 km Westside of Lahore), • Tehsil KotAdu, District Muzaffargarh, Punjab. The location of the Project is shown on a map attached as Annexure-1 (the "Site"). C. Plant Utilization: The gross capacity of the Project shall be 118.9 MW based on Spreader Stoker technology which is proven for efficient burning of dual fuel biomass and coal. Weighted average net capacity of 50.53 MW out of the total weighted average net capacity of 100.53 MW shall be available for off-take by the Power Purchaser; whereas the remaining weighted average net capacity of 50 MW shall be sold directly to bulk power consumers. The rationale behind such bifurcation in a single project/SPV (and not developing a separate project/SPV) is that (i) the 118.9 MW (gross) Project would benefit from economies of scale with lower costs being passed on to the consumer (as compared to the development of two separate projects of 60.00 MW (gross) and 58 89 MW (gross) each); and (ii) there would no need to duplicate such facilities which are presently contemplated as being shared facilities between the bifurcated single project/SPV (which thereby would not unnecessarily increase the cost/burden on the consumer). D. Interconnection with National Grid: The load flow analysis has been carried out for system operating conditions of January and August/September corresponding to the typical winter and summer seasons in order to evaluate the identified interconnection options for the Project in light of NTDC's Grid Code. A new 132kV double circuit transmission line approximately 35 km long on Rail conductor from the FEL power plant to Muzaffargarh New 220/132kV substation will be developed. Interconnection has been studied and evaluated in detail, and it has been found reliable and hence recommended. E. Environmental and Social Impact: The Project is designed to generate electricity through consumption of bagasse and coal. Bagasse is an environmental friendly fibrous residue of cane stalk which contains no sulphur and less than 4% ash and is a source of generation of clean energy. Therefore, the development of co-generation power project could reduce dependence on fuels for thermal power generation and increase diversity in Pakistan's electricity generation mix thereby reducing greenhouse gas (GHG) emissions. An Initial Environmental Examination ("IEE") has been conducted for the Project by SGS Pakistan Private Limited.The IEE refers to an Environmental Management Plan ("EMP") prepared for effective implementation and management of mitigation measures, wherein a delivery mechanism is provided to address potential impacts of project activities, to • enhance project benefits and to introduce standards of good practice in all project activities. The EMP has been prepared with the following objectives: • Defining legislative requirements, guidelines and best industry practices that apply to the project; • Defining mitigation/monitoring plan required for avoiding or minimizing potential impacts assessed by the IEE; • Defining roles and responsibilities of the project proponent and the contractor; • Defining requirements for environmental monitoring and reporting; • Defining the mechanism with which training will be provided to the project personnel. Environmental sensitivities and impacts, as well as the associated mitigation plan have been addressed in the EMP Further, FEL shall ensure that the project staff will be adequately trained in Health Safety and Environment sensitivities and operational management procedures, so that all levels of staff effectively contribute to impact prevention and mitigation at all times. The project will generate approximately 1000-1500 jobs during construction phase and about 100 or so during operation phase. Most of these vacancies will be filled by Pakistani nationals. It is expected that about 25% of the available jobs will be for unskilled personnel; and these jobs will be provided to the locals belonging to the Project area (as the latter do not have the required education or skill for the skilled or semi-skilled jobs for the Project). Fatima Group has a number of on-going community development programs which includes: • Donation for flood relief in case of a flood in the region. • Construction of Sanawan College for girls etc. F. Plant Characteristics & Technological Configuration: The gross capacity of the Project shall be 118.9 MW based on Spreader Stoker technology which is proven for efficient burning of dual fuel biomass and coal. There are very few equipment suppliers globally who are specialist in this kind of technology owing to specialized techniques to incorporate either biomass or coal. Foster Wheeler of Spain was selected after detailed due diligence and competition for the supply of boilers. For the boiler combustion system, Detroit Stoker Company of USA has been selected for providing its special Rotograte system which is considered as one of the best in the world. For steam turbines, Siemens was selected for supply of two full condensing/extraction turbines for the Project. • Sugarcane Crushing Season: One boiler will burn bagasse as fuel while the other boiler will use coal (as bagasse produced by the sugar mills is only sufficient for one boiler load). Owing to process requirement of FSML steam turbine will operate in extraction mode supplying up to 210 t/h low pressure steam from FEL consequently reducing net available capacity of plant. Since both boilers would be operating on different fuels two separate tariffs during crushing season are being sought namely bagasse-season and coal-season to cover different operating scenarios. Off-Season: Both boilers will use coal as fuel. Further, all necessary measures shall be taken to acquire additional biomass from surroundings industries; and it is estimated that one boiler would be able to generate electricity on biomass for at least 60 days during the OffSeason. During off-season, steam turbines will operate in full condensing modes and turbines have been designed to accommodate full steam generation of boiler providing additional electricity to the national grid G. Overall Plant and Energy Balance: Each unit will be designed, manufactured, installed and commissioned as per internationally accepted practices and standards. The Project's estimated key performance data and energy balance is set out below: Net Capacity (MW) Off Season Crushing Season 107.54 88.78 201 120 Days Operation Net Capacity (weighted average) Net Plant Efficiency (weighted average) H. 100.53 MW 28.00% Plant Commissioning, Operating and Maintenance Philosophies: Energy environment requires a smart approach for the commissioning, operations, and maintenance of power generation facilities. The commissioning process follows the construction of the plant and facilities and brings it in operation in a safe and controlled manner. During commissioning the plant will be operated over a range of conditions to ensure that it can operate reliably and efficiently, when in operational service. All the project activities including commissioning and testing will be supervised by the FEL team along with appointed French consultants CdF INGENIERE who have successfully commissioned similar bagasse/coal fired projects in other countries. The philosophy behind the O&M approach is to have the operational excellence and • performance optimization. Fatima Group promotes the reliable and economic plant operation through predictive maintenance programs to avoid unplanned outages. Operation and maintenance of the Project shall be carried out in accordance with the prudent cogeneration plant practices which include: • Arrangement of a complete and competent operation and maintenance staff and the supervision and management thereof. • Execution of all necessary day to day services and maintenance (as well as major overhauls) in accordance with original equipment manufacturer's instructions. • Operation of the plant within the operation criteria. J. Training and Development: The EPC Contractor shall carry out the training of the Employer's Personnel in the operation and maintenance. During commissioning and start-up period, vendor specific training will be provided on-site to the Employer's personnel for specified specialist skill necessary for the operation and maintenance of the plant machinery and equipment. For sustainable optimized performance, Fatima Group offers excellent opportunities and prospects for personal and professional growth. It has its own technical training centres and a training need analysis (TNA) based program which determines the training needs and provides training to its employees. The program has cross-functional trainings for the availability of multi skilled people. In order to upgrade the technical capabilities, different national and international certification programs are offered to its employees. Fatima Group • has its own succession plan for the employee which is implemented under Management of Personnel Change (MOPC). K. Safety: Fatima Energy Limited will adopt corporate guidelines to ensure safety of men and material deployed at plant site. Fatima as a group strives to ensure that the community works in a healthy, safe and environmental friendly atmosphere. For this reason the company has designed its values and behaviours amongst which Health, Safety and Environment (HSE) is of utmost importance and priority. Fatima Group is committed to building a safe and healthy workforce that contributes towards the business growth and sustainability. It has a proactive approach to achieve zero harm and making endeavours to align itself with internationally recognized DuPont Safety Management Systems. • L. Capital Budget: The project is expected to cost US$ 234.66 million inclusive of all costs, with the EPC contract representing approximately US$ 173.62 million of the said amount. The balance includes land, project development, pre-operational costs, project specific non EPC costs, financing/insurance fees, expenses of consultants and all professional fees as well as overheads of the company. M. Reference Project Cost: Project Cost USD Million EPC 173.62 Non EPC Cost 8.25 Custom Duties & Withholding taxes On Shore EPC 8.40 Lenders' Fees and charges 6.16 Insurance 2.34 Fuel during testing 1.35 0 & M Mobilization Advance 2.00 Development Cost 8.12 Project Cost (before IDC) 210.24 Interest during construction 24.42 Total Project Cost N. 234.66 Financial Plan: The Project Cost will be funded on the basis of a Debt: Equity ratio of 75:25 implying a total debt requirement of USD 175.99 million; and a total equity requirement of USD 58.66 million, based on a Project Cost of USD 234.66 million. 0. Implementation Schedule/ Timeline: The following provides the key dates for the Project development: Registration with PPIB 23Aug 2010 ITB Issued 21 Jul 2011 Evaluation of the Bids 31 Jan 2012 Negotiations and award of the EPC Contract 31 Jan 2013 Filing of tariff petition with NEPRA 1 Feb 2013 Issuance of Tariff Ruling by NEPRA (Expected) 30 Apr 2013 Posting of Bank Guarantee with PPIB & LOS 15 May 2013 Financial Closing 31 May 2013 Commercial Operations Date 30 Nov 2015 In light of above schedule, the plant will be fully operational to generate electricity by 1 Dec 2015. P. Main Sponsor Fatima Group has its roots since 1936 when the family commenced business. Thereafter, with the hard work done over the last 75 years, the third generation of the same family now owns Fatima Group as one of the most reputable industrial and multi-disciplinary groups of Pakistan. Today, the Group with a work force of 10,000 personnel is engaged in trading of commodities, manufacturing of fertilizers, textiles, sugar, mining and energy. The Group has made exceptional progress in the last two decades by achieving a turnover of circa USD 728 Million and EBITDA of USD 264 Million. Further, the Group currently operates captive power plants with cumulative capacity of 159 MW - supplying electricity to various entities within the Group. FSML, the Sponsor Company, is one of the vital units of Fatima Group principally engaged in • the business of manufacture and sale of white refined sugar and molasses (as a by-product) with its daily crushing capacity of 10,500 MT. The resulting bagasse from the sugar is planned to be utilized as fuel in the Project. FSML was incorporated as a public limited company in 1988 and the mills are located at FazalGarhSanawan, Tehsil KotAdu, District Muzaffargarh in the Province of Punjab. The Project is being developed through Fatima Energy Limited, a public limited company, which is sponsored by the Fatima Sugar Mills Limited. Fatima Group financials are: Fatima International Divisions • Fertilizers Companies Trade Textile Sugar Pakarab Fatima Fazal Reliance Fatima Reliance Fertilizers Fertilizer Cloth Weaving Sugar Commodities 31st Dec 31st Dec 30th Jun 30th Jun 30th Sep 2012 (Est.) 2012 (Est.) 2012 2012 2012 Total Assets 53,149 78,741 20,577 5,935 Shareholders' 19,427 28,540 9,266 Net Sales 8,083 29,778 Gross Profit 1,637 EBITDA 3,041 Status as at Total Total 30th Jun Rs US $ 2012 (Million) (Million) 10,116 6,298 174,816 1,784 2,115 6,317 5,078 70,743 722 19,750 8,699 4,631 362 71,303 728 16,550 2,831 914 602 88 22,622 231 16,248 3,210 846 837 1,710 25,892 264 Equity Q. Management Capability: The Management Team of Fatima Energy Limited consists of energetic, highly qualified and experienced professionals. They excel in qualities like leadership, collaboration and project management etc. They have experience in managing the large industrial projects and commercial businesses. These Professionals are proficient with technical and entrepreneurial skills. They are confident, dynamic, creative and ready to take future challenges. • R. Plant Detail 1. Name of Applicant Fatima Energy Limited 2. Registered Office E-110, Khayaban-e Jinnah (DHA Boulevard) Lahore Cantt. 3. Business Office Office # 28-30, 2nd Floor, Park Lane Tower, Mall of Lahore, Lahore 54810 4. Plant Location Fatima Sugar Mills Ltd.,Sanawan, Tehsil KotAdu,District Muzaffargarh, Punjab, Pakistan • 5. Type of Facility Co-Generation Power Project 6. Proposed Buyer NTDC and FSML/other BPC(s) 7. Plant Configuration 2 x 60 MW Cogeneration 8. Emission values NOx.5 1200mg/Nm3 dry at 6% 02 S0x5 1500 mg/Nm3 dry at 6% 02 Dust 5 50 mg/Nm3 dry at 6% 02 CO 5 800mg/Nm3 dry at 6% 02 9. Installed Capacity 118.9MW gross 10. Auxiliary Consumption 11.36 MW 11. Net output (MSC) Off Season 107.54 MW , Season 88.78MW 12. Life of facility 30 years ANNEXURE-1: SITE MAP 1 II 1 1 Kot Qaisrani i ‘Z:1 ci) dt sultan • I • r -Ta unsa • J‘-‘, I Ahmed ur Sia I I 4Z •Sherga I era Din Panah • ----,•11unda • • Kot Addu Mamdanli Rangpur • Kabirwal) Kala • II r r anawan Shah Sa udain • Aahmood Kot MULTAN_ ZAFFARgH \I:URA HAZI KHAN r" --------__ I ‘ IKot Chhutta I / 7 I / Legend ® / Sha h i t provincial EirAindar) Sultan • / I i Jampur • Super Highway / Shah Sultan klughalan •, Road Net*rok Jatoi :eepable Track / RaitNav Track Riper ='r poses; Protec: Site Area • I Baghwala • itglAVVA+1.1R Fazilpur Janpur own Airp'Irt • Acillpur • 1.1ohtla Shah tlubarakpur /S A P. 2 T111711, ACVIEFUI. LEN RE 'I 0/414 r ,F,1-1AME ,:APII AL •-0.1P2NY ;,t1 rot; (,..[, 1, P02,■ ,AITC I) 1M', t AL ItC. 1. ■ Nam; ‘,1!1, ;r 1,1111A .nmde uplo 11)d dA/ortIVAnel 11201 2 . 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COMp'llly, any rok,)!-Imv, 1/1 paymenf orinotic\ by the issue of participation term musliftlika certificates, unite 1111u51 ceitilicates, mutual fluid Ccrli(i" III modfiralfi ceitilicates, term Ibifince certificates, clk:1-)cillitle' debentute boiRls, obligations and secufilies of all kinds, and scenic the same as may seem c -vcdient with full povvei to make same Ilansferalde liv (IL'Io cry (); titinsfer or ()diet \yi.;(2 on the undei taking ()I the company of upon an" speeifie ploperty 1111(1 il_(111:f pie:fent and luture of Company f ho\yever, collaterally Or Curthci to seetiw an) of . the Conljlauy by a trust (teed of any ()dust ftsmfouR-c. ',((III () pay ha any impel or, or 1111,11k acquiled (III' Company, either in ()I Cully iffild s or by the issue of' seettritie!f, 0f pal tly in one !node and partly in another and 2,fsfierally on such terms as ma } . , 1)(2 o (If fi\v, ln,il e, ilC( ept, C11(10rSC, CClliC and issue cheques, jumnissoly mute;, bills of exchange, bills of ladinu, \valifints, debentures, and otl )c , 1111).0tiable or uansferal -)le Ms(rum(_,its but not to act as l)anking k:011)r)f111,,. I o support and subscribe to any charitable or public object including, donations to charitable and benevolent foundations and any institution, , foeiety, of k lub or fOr any purpose which may be fOr the benefit of the ekalip,my 01 its employees, or may be connected with or for the benefit and \YLI tare of any town or place where the Company carries on business, to give pension:,, gratuities or charitable aid to any pet sons who may have been (in eetof s of of may have served the Company, or the wives, children of odic] 11•1ttive,, (Jr dependents or such persons, to make payments towards insurance, mut to Him alid contribute to provident and benevolent funds 14 the Lenelit 111 ;!tiy suVll pcisons, or of their wives, children 01 other iclatives of (Hp, fidents 2 0 1.1\ C.j ,t;11f111'.-. tttlia 1I !!P.' 11ttl 1111:It I t. OpL'Il iUl Lb.:CO(1111 0f aCC011111S k\1111"..1111' N.1111. 01 11ttll!,1`; aad ttt \1'Ilhdlt,1\t'tt 1110111C.; 110111 I\ :Hi, 111:)hg:IL Wit! to such account or accounts. 1 To procure the Company to be registered or recognized in in fotel)In counin 0! rn11 place lOr the promotion or any business of the Company. 1 inlet into paitneiship or afiangement ill the naltuc or a pailner:disp, opciation or 01110i) or iotciosr, with any person 01 pcisons, Compaq Col poration engaged or interested or about to become engaged 01 inIcteAs)1 III the carrying on or conduct of any business or enterprise which Mc compa wittior.r:cd to carry 00 or conduct or from which the company would or 'n del ive any benefit. 1 i. s ell or dispose of the undertaking of the Company or any pail thereof . in such manner and knr such considetation as the Company 'nay think fit and in pain( utt er lot shaies, debentures, debenture stocks or securities of any other company whether p► omoted by this Company for the purpose or not, and to imniove, manage, develop, exchange, lease, dispose of, Min to account, or otherwise deal will) all or any part olthe properly and rights of Ille Company. I".). To pay all the preliminary expenses of any kind and incidental to the lOonation and ilk mpotation of the Company out of the funds oldie Company. 16 .1 . o distribute any of the company's property among the members in specie or ill ally in,iiincr whatsoever. 17. To accept shares, Modaraba certificates, participation term certificates, term finance certificates, musharika certificates, bonds, debentures or other securities of any other company in payment or part payment of any services tendered or for any sale made to or debt owing from any such company but not to act Os investment company. I To advance money to staff members, customers and others having dealing with the Company with or without security upon such terms as may deem expedient. 1 0. To give any guarantee in relation to the payment of any loan, debenturestocks, bonds, obligations, securities in respect of this company. 20. To create any reserve fund, sinking fund, insurance fund or any other special fund whether of depreciation or for repairing, insuring, improving, extending or maintaining any of the property of the Company or for any other purpose conducive in the interests of the Company. 3 I o k) ,14',11 1;11"H 1 1 11 0 11 ,1, 10H ;, 1 1 11.11 11 he lendeicd 0, HI \ 1 01 ondel \\Hum, ' Lcmg the placim.t id Th n-,sisting to place a,1 1,15 1! J o ;Irwin: , ol tit, ' lhiws in Me company's cdpikil of and, debentinc',, dyhcomi, oi 1111111011 111111 111V, OI III 01 110001 01 1111: C01111)■ othra . C01011K111:, 01 Ills C011(111e1 01.tlll.ti ht15111(.11;-■ 010010.0011 ni III \ Hi 1 0 111111'1 111I0 111I• 1,11011111,C111L1111 with any t jovemmem or ;Hullo, local or °Met wise dint luny scene conducive to Ilk: t moo mo. ,,biests of ,inv or them and to obtain From and such Govci most)! of and!, lty III all 110111;• concessions and privileges which the company Mini, desirable to obtain and to early out, exercise and comply with any smelt drrangements, rights, pi ivileges and concessions. 24. i\nd .'1,2111,•11111.\"1 to do all such other things as ate incidental or conducive to the ;I itainincnt or the above objects or any of them. 2cj. Not \yid' anything stated in any object clause, the Company shall odpr affioval or license front the competent authority, as limy he r•ouired miler any law fo r the time being in force, to undertake a particular busine',s ,1j ). II is deel,li.11 ihnt notwithstanding anything contained in the lOregoing °Heel clause of this •Icinotanclum of Association, nothing contained therein shall he construed empowering the Company to undertake or to indulge in business o r b,mI,Illf, company, banking leasing, prepayment sales scheme, lonely scheme, investments, managing agency or insurance business directly or inditecily as restricted under the law or any unlawful oper4triiic,, Lahclre (75' LIA131 •->". ' lik al The liability of the members is limited. The capital of the Company is Rs.10,000,000 (Rupees Ten million only) divided into 1,000,000 ordinary shares of Rs.1 0 (Rupees ten only) each with the power to increase and reduce the Capital of the Company and to divide the shares in the Capital lot the time being into several classes. . II I in lO' u \\ 1.1 ,11,111C,: till, at Jrwii) Fri Full Hock I nilnis) FA',7AD AHMED $6302-2741274-7 FAZAL ARMED SHEIKH 302-0513241-9 11,AISAI MUKHTAR SHEIKH 322-87-026025 Mrs AMBREEN FAWAD 36302 FATIMA Mr: FA7A5 36302MEHNAZ Mrs AMIR 36302IF) Fl IAN MAHMOM BAIG 36302-8145686-3 ak 1 1..11.i: ills: ilIWIl ) i i irl lyiCif 11"1111el, lippc,11.0 , 111 I•nr) ,i112 iu I [ Number of Shares taken By each Subsciiher Father's/Husband's Name in Full Nationahty With any Fenner Nationality Occupation Residential Address iuklitar 1\1 Ian Ahmed Sheikh Pakistani Industrialist Gorse 43-A Road, Multan Gantt. 5000 Mukhtar Mian Ahmed Sheikh Pakistani Industrialist 5000 Ulan Ahmed :Moil\ h Pakistani Industrialist 43-A Qasim Road, Multan Cantt. 43-A ()ash Road, Mullen Cantt Qasirn 43-A Road, Multan Cann. Oasitn 43-A Road, Multan Cantt. Qasirn 43-A Road, Melton Cantt. 140-11assan Parwana Road, Multan 5000 Industrialist Muklitar Moon Nulled `Theikh Hall I tabh U11,111 ABDUL SAI TAR P,kistani Industrialist stan Industrialist 110 Pakistani 71 IAN Al !MED Service (Plivate) ToTAL, 5000 5000 5000 5000 35,000 • .),Ited the 16'h day ol.lune 2004 Witness to above Signatinc: Name • Address NIC: 1t Shahid Ismail 24$-A, Shah Rulth 36302-2040404-9 to the c II)) CO In the Registu- ut Comp4.ines A)) S. No. of the document _— r e , C)„ c) Name of the Cowl:my L.' II- `.." - d) Description of h docunient it es Includisig emlosuri 20 el Filed this .,12,11:..b..4._Da) (+I nit:Companies I hider the Pia '. 11 t Ordinnce, a 5 „ . -6 ; Commnier Joirt I:egistrar NI LILIAN REGION, 144I.ILtAr`t (5) er c; ;:rrric:, O n l i t r a;v e, 1 9 8 I LIN/thy/7'r , .y/Lri e.$) ARTICLES ()F ASS( );121..T1()T,; ()F Ii' A'I'Ily1/+► I I ; \' I el iNil I ' ; ' I I ) I. PRELIMINARY The Regulations contained in Table 'A' of the Fir st Schedule to lire Companies • Ordinance, 1984 (the Ordinance) shall not apply to the Company except as may be reproduccd lc The marginal notes hereto stall not affect the construction hereof and in these present:, unless there is 5'HI)C1111: in the subject. or context inconsistent therewith: (i) " Company" incmr, FATIMA ENFIZ(;Y LIMITED. rii)) Words signi t*ying the singular numbers shall include the plural and vice versa. (iii) Woid:, ii lies shall extend to and include females. ) Wends signifying per -ions shall apply mutates mutandis to corporations. Ordinance" means "The Companies Ordinance, (s) "The Ordinance" or "the 19X4" as amended from time to time. IV ) The word "month" shall mean calendar month according to the English style. (vii) The words "Special Resolution" and "Extraordinary Resolution" shall have the meanings assigned thereto respectively by the Ordinance. (viii) "Members" nresns member of the Company in accordance with the provisions of Section Al )(21) of the Ordinance. ) The words "The Office" means the Registered Office for the time being of the (ix) Company. (x) The word "Directors" shall mean the Directors for the time being and shall include alternate I )irectors. (xi) he Sect elm y" means the c)ccretar y for the time being of the Company. 101' MY:1;1 , ;1 111.‘ctill ,JH iii._ v.01d "I;o, ■ r, tllc c.r,e ma\ be, the dneck):., 1:>:),:1111)H.,1 a: a Build. ( ,,IH - 1'10\Y ie.cludc., (,,,~ )'lhc \\, (I LIIRH duly "Divider:1" includes bonus ;11oicsaid any words 01 expressions detained in the Ordinance subicc t oI context loibuds, hem the :,arse meaning In tile;;C Subi"ct ex( ept AI (II 1(' CoInillOII Seal Wean:, 11 I) l lie NV ■ vii) .1 of the Company. hr IIepr.,ter" mean:, the Register of Membets to he kept purstrint to w,uds " fhr 141 of the Oidinance. .-Viii) 'the words "in writing" ur "written" include printing, lithography and other modes icpi cscnting words or reproducing words in visible form. • No shateholdei or othci person except to the extent expressly permitted by the 3. Oldinance or these Regulattons, or any covenants made by the Company, shall be entitled to enter the propet Of the Conipnny or to inspect or examine the Company's books of account without the pern1H,;(, n 01 the Directors of Company for the time being or to ream disclosuic of any info! 11,ation iespeet Mg any detail of the Company's business or the nature of a trade secret, mystery of trade or secret any mattci which is 01 may ha in ocess of of a i\ matter wbat';ocver which may relate to the conduct of the business of pr the Company and which in the opinion of the Board, it might be inexpedient in the Hoeft4 of the 'numbers of the Company to communicate. II. BUSINESS fhc business of the Company shall include the several objects expressed in the ',/leinsuanduin of Association or those which are within its scope and meaning and all incidental matters taken or to be taken in hand, as the Directors in their discretion shall think fit, and all matters which may appear to the Directors to he expedient for attaining these objects. The business shall be carried on by or under the management of Directors, subject only to such control of General Meeting as is provided for by these Articles and the Ordinance. The Directors shall have regard to the restrictions on the commence business imposed by Section 146 of the Ordinance if and so far as those restri hinding upon the Company. 2 c IkegLstrat7,.-) thahore (it ) S11.,:‘,.P.E; Company is Rs.10.000,000 (Rupees Ten million only) di\ ided of lino 1,000.000 ordinary smiles of Rs. 10 (Rupees ten only) each. 'Hie minimum subscription upon which the Directors na ry proceed to allotment /. has been rp,ed by the Directors at Rs.350,000/- only. The Directors shall observe the restrictions as to allotment contained in section ()II of the Ordinance. Subtcet to the provisions of the Ordinance and Article 41 and the remainder of 0. 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 or otherwise dispose off the same or any of Brent to such person and on such terms and conditions as the Board may think fit, subject 111, to Section 84 of the Ordinance, the Board may issue shares at a discount. The shares in the Capital of the Company may be allotted in payment for any 10. property sold or transferred, goods or machinery supplied or for services rendered to the Company in or about the formation or promotion of the Company or the conducts of its business, and anv shares which may be so allotted may be issued as fully paid up otherwise than in cash, and if so issued shall be deemed to be fully paid up shares as atOresai d. No share shall be offered for subscription except upon terms that the amount 11. payable upon application shall be full amount, and the Directors shall as regards any allotment of shares, duly comply with such of the provisions of Section 68 to 73 of the Ordinance, as may be applicable thereto. A share may be registered in the name of any limited Company or other corporate body, but not in the name of a firm. Not more than two persons shall be registered as joint holder of any shares. The Company shall not give, whether directly or indirectly, and whether by means 12. of a loan, guarantee, provisions of security or otherwise, any financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company, nor shall the Company make a loan-for any purpose whatsoever on the security of its shares, but nothing in the Articles shall prohibit any transaction which may be permitted by the Ordinance. Except as required by law, no person shall be recognized by the Company as 13. holding any share upon any trust and the Company shall not be bound by or be comp in any way to recognise (even when having notice thereof) any equitable, cont future or partial interest in any shares or any interest in any fractional part of a (except only as in these Articles or by law otherwise provided) any other rights i of any share except an absolute right to the entirely thereof in the registered hoick: 3 I om I ,11:)11 CL11.1:,2 ,91111)C1', .1 H.: LT', -17 I'd', .1,1i -ICC, I 1 ,,I ,ZC(11 ■ -I the 111%;;2 ttdir 111L‘ (;quister of Members and the Index of lvIcmh..srs shall OL open b) inspection 01111(21111'Ci:; uuratis. (b) CERTIFICATE 11'CII‘: person whose name is entered as a Member in the Register shall be entitled \\ ghoul! payment to one certificate for all his shares of each class, or upon pa% 'tient of such sum, not exceeding ten rupees for every certificate after the rust, as the Directors shall from time lo time determine, to several certificates, each foreign or more of his shares. Every certificate shall be issued within three months after allotment or within forty five days after the lodgment with the Company of the transfer of the shares unless the conditions of issue of such shares otherwise provide and shall be under the seal of the Company, and bear the autographic signatures of one Director and the Secretary, and shall specify the number and class and distinguishing numbers (if any) of the shares to kvhich it relates, and the amount paid up thereon. The Directors may by resolution determine, either generally or in any particular case, that the signature of any Director may affixed by sonic mechanical means to be specified in such resolution provided that the use of such means is by such resolution restricted to certificates which have first been approved for sealing by the Auditors, or Bankers of the Company in writing. The Company shall not be bound to register more than four persons as the joint I 7. holden of any shares (except in the case of executors or trustees of a deceased Member) and in the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefore, and the delivery of a certificate for a share to any one of the several joint holders shall be sufficient delivery to all If a share certificate be defaced, lost or destroyed, it may be replaced on payment 18. of such fee (if ally) not exceeding ten rupee and on such terms (if any) as to evidence and indemnity and payment of expenses incurred by the Company in investigating titles as he Dir ectois may think lit. Whew, under the powers in that behalf herein contained any shares are sold by 10. the Directors and the certificate thereof has not been delivered to the Company by the former holder of the said shares, the Directors may issue a new certificate for such shares distinguishing it in such manner as they may think fit from the certificate not so delivered. Subject to the provisions hereinafter set forth any Member may transfer 20. of his shares by instrument in writing in usual or common form or any other f Directors may approve. 4 I 1:::\,:,S1'h1R ()I;'`,,i`,,!\‘; I r ()11.()\,\HNICI 1.:()P.: V1 ()I: IN ANY t5'c;t 1 ,/\_h. Oft Ct)Nii,i() .\ r() 1)1RF.C1()1,̀--;: FATIMA ENERGY Lii\liTED o n cons i del tio of the : ni 1 o I . s. i of to inc by _ shales (het entailer called the fransferee) do hereby transfer to the transferee standing to each and numheied of Rs in my name in the books of FATIMA ENERGY LIMITED to hold un to the Transferee, his executors, administrators, successors and assignee, subject to the several conditions on which I held the same at the time of the execution hereof, and 1, the Transferee do hereby agree to take the Share(s) subject to the same conditions • As witness our hands, this day of , 20 The instrument of transfer of any shares shall he signed by or on behalf of both the transtemor and transferee and the transferor shall be deemed to remain the holder of such shale until the name of the transferee is entered in the register in respect thereof. that the Directors may dispense with the signature on the instrument of transfer by or on behalf of the It ansferee in any case in which they think lit in their discretion to 21. do so The 1)nectors may also decline to recognize any instrument of transfer, unless: (a) 'I he instrument of transfer is deposited at the office or such other place as the Directors may appoint accompanied by the ceitilicates of the shares to which it relates and such other evidence as the Directors may reasonably require to show the rights of the transfer or to make the transfer. • (b) The instrument of transfer is in respect of only one class of shares. The Directors shall not refuse to transfer any fully paid shares unless the transfer 23. deed is defective or invalid. If the Directors refuse to register a transfer of shares, they shall within one month after the date on which the transfer was lodged with the Company send to the transferee and the transferor notice of refusal indicating the defect or invalidity to the transferee, who shall after removal of such defect or invalidity be entitled to re-lodge the transfer with the Company. There shall be paid to the Company, in respect of the registration of any Probate, 24. Letters of Administration, Certificates of marriage or death, power of attorne• n documents relating to or affecting the title to any shares, such fee, not e rupees, as the Directors from time to time require or prescribe. 5 111 tegunelation cilthe allonnent 1LeH , 'H.1 ,hall tucclir ,2 Ig Due,:!0:s ()H,:uft: ;.!ft • te 26 All in„tfurchh. of transfer 'Much shall he legistered shall He teiamed HI register shall te\cept 'ompag,„ hut any insuument which the Directot..; Inay (ICC:1111C to Ci'■ (2 of fraud) be retuined to the person depositing the same. the Directors ma\ cause to he destro}ed all transfer deeds lying with the Company alter such per iod as Me\ may dLtoinline. O11 iving seven days previous notice the Register of 1\ilembets nhiv be clo;;ed fo! 27 such pcliod or pet iods not exceedinLi, in whole fairy live in any one year Ilc; the 1 [10111 lime 10 11111e. (hied, but so that the Register shall not be closed for a period longci that 'linty days at a time. In case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and the legal personal representative of the deceased where he was a sole or the only surviving holder shall be the only person recognized by the Company as having any title to his intetc:it in the shares, but nothing in this Article shall release the estate of a deceased joilit holder from any liability in t coped. of any shares jointly held by him. The Company shall not be bound to recognize such executors or administrators unless they have obtained probate or letters or administration from a duly constituted Coutt iii Pakistan. Pt ovided nevertheless that in any case where the Directors in there ,thsolitte discretion think lit shall he lawful for the Directors to recognize the title of any person claiming to he entitled to the share, whether in a representative capacity or not and to dispen,c with production of probate or letters of administration on the production of such other evidence of title as the Directors may require, and upon such terms as the indemnity or otherwise as they may think fit. Any person becoming entitled to a share in consequence of the death or insolvency of a Member may, upon evidence as to his title being produced as may from time to time be required by the Directors and subject as hereinafter provided elect either to he registered himself as holder of the share of or to have some other person nominated by lulu, registered as the transferee thereof, but the Directors shall in either case have the same right to decline or suspend registration as they would have had in the case of a tr ansfer ofthe share by that member before his death or Bankruptcy as the case may be. If the person so becoming entitled shall elect to be registered himself he shall 1. deliver or sent to the Company a notice in writing signed by him, stating that he so elects. I I he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and prov sy, t 15se-4/o," these Articles 'elating to the right to transfer and the registration of transf Gam' shall be applicable to any such•notice or transfer as aforesaid as if the deal] • pan t or a Member had not occurred and the notice of transfer were a transfer 4.ign$Elf c('D Membei. 1( sc, 6 b\ I aw 1d,H) A pusoli beu inn L.T tittcd to tt plu i;i0p ,of these At ;,,;!c-, the co mplyin, In h u ld e r hmi.1 Oiler advanta;tes to which he would have been c,te.1 thin SMI ) C \ dends istered holder of the Aare. Provided always Mat the !Meet:it.; 'Ha,' at the ett, c notice requiiiiit; any such person to elect either to be tegistercd him:it:110r to tiansIni the shale and its the notice is not complied with within ninety days the Dili:dors mav or other money payable on or in ie.tpect theteatler withhold payment of all dividends the share until the requirements of the notice have been complied with. A person entitled to a share by transmission shall be entitled to tect.'ive and m.ty 33. dividends or other moneys payable in respect of the shale. uive a discharge for any (c) BORROWING POWERS 34. The Directors may, from time to time, borrow or raise any sums of money for and on behalf of the Company from any person or persons, firms, banks, companies. they may themselves advance moneys to the Company corporation or any other body Of on such terms that may be agreed upon by the Directors after the commencement of business. may borrow or secure the repayment of such sum or sums in any 35. The Directors 36. Debentures., debenture manner and upon any terms and conditions in all respect as they think tit. stocks, bonds, PTCs and other securities issued by the Company may he made assignable free from any equities between the Company and the 1)01 500 in whom the Sallie may be issued. zt to Section 120 of the Ordinance, debentures, debenture stocks, bonds, Subjc, 37. l'ICs or other securities may be issued at discount, premium or otherwise and with any special privileges as to redemption, surrender, drawing, allotment of shares, attending, and voting at General Meetings of the Company, appointment of Directors or otherwise as ma; be permissible by law. The Directors shall cause a proper register to be kept in accordance with Section 5 135 of the Ordinance of all mortgages and charges specially affecting the property of the Company, and shall duly comply with the requirements of the Ordinance in regard to the registration of inortgages and charges. IF the Directors or any of them or any other person shall become personally liable 39. for the payment of any sum primarily due from the Company, the Directors may execute or cause to be executed any mortgages, charge or security over or affecting the whc any part of the assets of the Company by way of indemnity to secure the D persons so becoming liable as aforesaid from any loss in respect or such liab (d) INCREASE AND REDUCTION OF CAPITAL The Company in General Meeting may from time to time by Spec., 40. increase the Capital by creation of new shares of such amount as ma expedient. The new shares shall be issued upon such terms and conditions an 7 ;1)1 , t 11,21 Ct.° ',1±; 111,2 1 I 1 "111 , ,t11 ■ date; CI.. 'lit and m )itecnit, 1 ' 110 direction be i\ en, as ducat t11k:t ,201 restrictions or limitations al tectim. the initial Capitai presciiHd pal ticular sOiect to ani,, by the Memorandum. Any Capital raised by ti Cl cation Of 'ley\ sharcs shall he consideted as part of the original capital in all icspects so hir as may be and shall be subject to tie Ibiegoing provisions with reFerence to the 110nsicr and transmission, unless it ma', be otherwise resolved upon by the General Meeting sanctioning the inelease. All new shares shall before issue be offered to the Members of the CollIptily in 11. piorirtion as nearly as the circumstances admit, to the account of the existing shares held f ing the number of shales by each [Member. The offer shall be made by notice spccif ■ offered and I mitint a time within which the offer, if not accepted will be deemed to be &Limed and alter the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares oared, the Directors may dispose of the same in such manner as they think most beneficial to the Company. The Company may from time to time and subject to any incident authorised and 42. consent ICCIUll ad by law, by Special Resolution reduce its Capital by paying off Capital or canceling Capital which has been lost or is unrepresented by available assets or by 'educing die liabilit'; on the shares or otherwise as may seem expedient and Capital may be paid off upon the looti lig that it may be called up again or otherwise. (e) CONSOLIDATION AND SUB-DIVISION OF SHARES 43 The Company n lay by Ordinary Resolution:- (a) Consolidate and divide its share capital into shares of a larger siciiignination than its existing shares. (b) Sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association subject nevertheless, to the provisions of clause (d) of sub-section (I) of section 92 of the Ordinance. (c) Cancel any shares, which, at the date of the passing of the resolution, have not been taken or agreed to be taken up by any person. IV MEETINGS - ,N, R eg s"t■ or:N r ..-4,-- ,, (--- a (a) GENERAL MEETINGS , 3-.V4-{. 4, ' .;;!" Meeting of the Company shall be held within the period requi .fib y.",.4, , "1, The Statutory 44. ,, ,, ■ /4 ‘'... . c,;,,,,,;_,,o,'':," Section 157 of the Ordinance. A General Meeting of the Company shall be held once at least in every calendar 45. year at such time and place as may be determined upon by the Company in General 8 I .2[2 1 Il [,), ()I 1[1 [1:1;1 tIl It 01 I t 11 y :1.1[2.11 CICtCiill111 tirl!1 ~I~k 'CIl )11 kri, )(11 ' I IL: H ), [ [ It month-, shall elapse bemcen any two such inceJiat2s. fheabove-meutioned General Meeting shall be called Ordinal, k -16. other ( letieral Nleetings shall be called Extraordinary. The Directors may whenever they think lit, call on Extraordinary General 47. Meeting. Extraordinary General Meeting shall also be called on such requisition, 01 in default, nay be called by such requisitionists, as provided by Section 159 of the (ll dinance. (h) PROCEEDINGS AT GENERAL MEETING Subject to the provisions of sub-section 36(1) of section 2 of the Ordinance relating to special resolutions, twenty-one day's notice at least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which the notice is given) specifying the place, the day and the hour of meeting and, in case of special business, the general nature of that special business, shall he given in the manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the Company in General Meeting, to such persons as are, under the Ordinance or the regulations of the Company, entitled to receive such notice from the Company. With the consent of all the Members entitled to receive notice, of some particular meeting that meeting may be convened by such shorter notice, and in such manner as those Members may think fit. All business shall be deemed special that is transacted at an Extra Oidinaiy II'). Meeting, and all that is nansacted at an Ordinary Meeting with the exception of sanctioning a dividend, die consideration of the accounts, balance sheet and the ordinary reports of the Directors and Auditors, the election of Directors and other officers in the place of those retiring by rotation, and the appointment of Auditors and fixing their remuneration. Die accidental omission to give any such notice to or the non-receipt of any such 50. notice by any of the Members shall not invalidate the proceedings at any meeting. No business shall be transacted at any General Meeting unless a quorum of 51. members is present at the time when the meeting proceeds for business. Save as herein otherwise provided, two (2) Members present personally representing not less than 25% of the total voting power, either of their own account or as proxies shall be a quorum. If within half an hour from the time appointed for the meeting a c 52. present, the meeting, if called upon the requisition of Members, shall be d oilier case it shall stand adjourned to the same day in the next week in tl place and if at the adjourned meeting a quorum is not present within h the time appointed for the meeting, the members present being not less t a quorum. 9 I he (.11w;inaii. ain„, (JC 111 PJoald ,̀\ iceting 01 tli2 Coinh,in\ II there 1s a ;`,;LII f_.1,1",,r, I'„ 0 ∎ • iJL ,I11\ _'',(20L \whin fifteen ;ninnies after the bilge appointed no holding the kr:cling, uin 111 1. 11,2, to 'Act LI; C11",00,11all, the 1-.)iicctors present shall Choose 00,2 Or thIL 111'„1110CiS he the Chairman to The Chairman may \A nil the Consent of any meeting at \\thick( a quorum is present (q u id shall if so dimmed by the meeting), adjourn the meeting from time to time and from plaee to place but no busines-, shall be transacted at any adjourned meeting otltet than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 55. At any Genet at Meeting a resolution put to the vote of the meeting shall be decided on () show of hands, unless a poll is (before or on the declaration of the result of the show of hwuts) demanded, in accordance with the provisions of Section 167 of the Old and unless a poll is so demanded, a declaration by a Chairman that a resolution has, on a .,Ilovv (Jr hands, been carried, or carried unanimously, or by a particular majority, or lost, and an enti y to that effect in the book of the proceedings of the Company shall be conclusive evidence of the tact without proof of the number or proportion of the votes ieef )rded 111 favour of or against that resolution. 56. If a poll is duly demanded, it shall be taken in the manner provided in Section 168 of the Ordinance, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A poll demanded on the election of a Chairman of on question of adjournment shall be taken forthwith, a poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs. 57. Fhe books containing minutes of proceedings of General Meetings of the Company shall be kept at the Registered Office of the Company and shall during the business louts (subject to such reasonable restrictions as the Directors may from time to lime or the Company in General Meeting impose) so that not less than two hours each cla, be allowed for inspection be open to the inspection of any member without charge. (c) VOTES OF MEMBERS 55. Subject to any special rights or restrictions as to voting, upon which any shares may be held, every Member present in person or by proxy (or being a corporation present by a representative) on a show of hands shall have one vote and on a poll shall have one vote in respect of each share held by him. 59. Subject to the provisions of these Articles, votes may be given eith by proxy but no corporation which is a member of this company shall v long as a resolution of its directors under Section 162 of the Ordinance au its officers or any other person to act as its representative at any meeting o shall be in force. 10 .,() 1H in .nunicrl appointim; a piw,y shall 1)e. in lmn , nrid,.:1 111,2 hiLli,,1 ,at , apnoiwel mi of hi ., ; attorn• dub, authorised ill '',. riliftj, !I Ow appoints:r t ‘', a corpo;auon eillici undLi ti-r.: conunon seal or wider the hand ()Ian 01lit2ei :ii attorney '';() Mit 1101ISA'. 61. Where time loint holders 01 any share, any one such person may vote at a11\ meeting either personally or by proxy in respect of such shares as if he were sold\ entitled thereto; and if more than one of such joint holders be present at any meeting aim personally or by proxy; the vote of the senior who tenders a vote, whether in person ot by proxy, shall be accepted to the execution of the Votes Or the other holders and for this purpose seniority shall be determined by the order in which the names stand in the 1<ei,ister of Members. 6). A member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian and any such committee or guardian may, on a poll, vote by proxy. • 63. Any person entitled under these Articles to transfer of any share may vote at any General Meeting in respect thereof in the same manner as if he were the registered holder of such shares. Provided that 72 hours at least before the time of holding the meeting at which he proposes to vote he shall satisfy the Board of his right to transfer of such shares, unless the Directors shall have previously admitted his right to vote at such meeting in tespect thereof. 64. Any Corporation which is a Member of the Company may by resolution of its Directors or oilier governing body authorise such person as it thinks fit to act as its epresentative at any meeting of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise i f it were an individual Member of the Company. No person shall he appointed proxy who is not a Member of the Company or is 65. not qualified to vote, save that a member of the Company being a body corporate may appoint any person to act as its proxy provided that a person who is not a member of the Company may he appointed as Attorney for the purpose of signing any proxy under the provisions of Article 60. The instrument appointing a proxy and the power of attorney or other authority (if 66. any) under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Registered office of the Company not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. A vote given in accordance with the terms of an instrument of proxy shall be valid 67. notwithstanding the previous death of the principal or revocation of the proxy PreVt'° attorney or transfer of the share in respect of which the vote is given unless etimiltMlare in writing of the death, revocation or transfer shall have been received r '‘c Company at least twenty four hours before the meeting. a 11 o 11 %, 1 ,,1 11 111 ,2 1 Lt '1 : iu a hi :11 the Diice 1 1 ' 111,..11: 111 1c1 11 1 ) .1 ■ 1011o [ 11 111 ,.111 • sl kill .‘t I-, pro c 6''A I IMA Eh', ERG 1,i Al l l a member of FATIMA Ir,NEItCY LIMITI, ',I) appoint -------•- I / \\'I'1 as my proxy for vote and act Hi of whom failing of me and on my behalf at the Annual /Extraordinary General Meeting (as the ease may he) , 20---- and at every adjournment day of of the Company to be held on the thereols dated this day of :•)ujnature Addiess V. DIRECTORS (a) APPOINTMENT OF DIRECTORS Jii1(2ss otherwise determined by the Company in General Meeting the number of 69. Ditcrtol,shall not be less than three. The c1libscribets to the Memorandum and Articles of Association shall be the first 10. lireLtors of tile Company who shall hold the office till the first Annual General Meeting. A Director who is about to leave or is absent from the district in which meetings 71. of the Directors are ordinarily held may with the approval of the Board appoint any person (including another Director) to be an Alternate Director during his absence. Provided that such absence shall not be for less than a period of three months, and such appointment shall have effect and such appointee, whilst he holds office as the alternate Director shall be entitled in place of his appointer to exercise all the functions of his appointer as a Director of a Company but he shall ispofacto vacate office when his appointer returns or vacates office as a Director or removes the appointee from office, any appointment or removal under this Article shall be effected by notice in writing under the hand of the Director making the same. A casual vacancy occurring in the office of a Director may be filled up by the 72. Directors if the majority of the Directors concur in the appointment but the person so chosen shall be subject to retirement at the same time as if he had become a Director on the day on which the Directors in whose place he is appointed was elected a Director. 12 iThcctuf L !'uldtP)c die 71. L 11 to 1;1,_.. in the alne. He Th p: 1' ;A m: f 11 continuing- Directors may act notwithstanding any vacancy in Men body, hut numher is reduced below the minimum above fixed, they may then act in emergencies or for the purpose of filling up vacancies in their body or summoning a Gcnct l', Iceting of the Company and they may so act notwithstanding Me absence or the lieccs:,a; ■ ,, quorum under the provisions of Article 87. 1 he office of the Director shall be vacated ispolacto on the grounds specified in ;-4.ction 188 of the Ordinance and in addition: (a). If removed by the resolution of Members as hereinafter provided; (b). I. by notice in writing given to the Company he resigns his office. 76. Subject to the restrictions imposed by these Articles and the Ordinance and the obsei Vallee and fulfilment thereof, no Director shall be disqualified from his office by contracting with the Company either as vendor, purchaser, agent, broker or otherwise, nor shall any subcontract or arrangement entered into, by or on behalf of the Company in which any Director is inteicstcd be avoided; nor shall any Director contracting or being so interested be liable to account to the Company for the profit realised from such contact or arrangement by reason only of his holding that office or the fiduciary relationship thereby established, but the nature of his interest must be disclosed by him at the meeting of the Board at which the contractor or arrangement is determined, if his interest then exists, or in any other case at the first meeting of the Board after the acquisition of the Board alter the acquisition of his interest . 77. • No Director, shall, as a Director, vote in respect of any contract or arrangement in which he is either directly or indirectly concerned provided however that the Directors or any of them may vote on any contract of indemnity against any loss which they or any one or more of them may suffer by reason of becoming or being sureties or surety for the Company. A general notice that any Director or Member of any specified Company and is to be regarded as interested in any subsequent transactions with such firm or Company shall be sufficient disclosure under this Article and after such general notice it shall not be necessary to give any special notice relating to any particular transaction with such film or Company. 78. A Director of this Company may be or become a Director of any Company promoted by this Company, or in which it may be interested as a vendor, shareholder or otherwise and no such Director shall be liable to account for any benefit received as Director or Member of such Company. Regist, L'shOre C4 79. The Company shall not make any loan or guarantee any loan mad of the Company or of a firm of which such Director is a partner or to priv' c*,,co which such Director is a Diector. 13 (h) RET110i'2,1F.,`-:; me election of Directors shall be held evely thud scar at the Annual Geneial t;() Meiling in accordance with Section 178 of the Companies Ordinance, 1984 A Director elected shall stay in office for a period of three )'ears unless he earlier resigns or ceases to he a Director under the provisions of Article 75. All elected Directors shall retire from oftiee at the Annual Genet al Meeting held 8I every thild vein A Director wining at a Meeting shall retain office until the dissolution of that Meeting. A relit 'nit Director shall be eligible for re-election. 82 The Company may from time to time by Extra ordinary Resolution increase or 83. reduce the number of Directors. The Company may by Extra Ordinary Resolution remove any Directors before the 84. expiration of his period of office notwithstanding any thing contained in these Articles or in any Agreement between the Company and such Director, provided that the Resolution shall not be deemed to have been passed if the number of votes that would have been necessary tot the election of a Director at the immediately preceding election of Director s The Company may by Ordinary Resolution appoint another person in place of a 5. Directo► removed from office under the immediately preceding Article, and without prejudice to the powers of the Directors hereinabove provided the Company in General Meeting may appoint any person to he a Director either to fill a casual vacancy or as an Additional Director. A person appointed in place of a Director so removed or to fill such vacancy shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place lie is appointed was last elected a DirectoL--, ,f74?,* Lahore °/>\ 0 (c) PROCEEDING OF DIRECTORS The Directors may meet together for the dispatch of business, a 80. otherwise regulate their meeting, as they think fit. Questions arising at any me be decided by a majority of votes. A Director may and the secretary on the requis a Director shall, at any time summon a meeting of the Directors. It shall not be necessary to give notice of a meeting of Directors to any Director for the time being absent from I i stan The quorum necessary for the transaction of the business of the Directors shall be 87. a majority of the Directors for the time being in office The meeting of Directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers, and discretion by or under these Articles for the time being vested in or exercisable by the Directors generally. 14 ,, lie DireCiOr, 111:11' elect ()IIC of dieir member to he The Cla11111.111 ol (11,1,1111,111 nid detei 'nine the period iot wind! he r, to hold office, but fid(cti alter the el,;eiLd, or if at any meeting, the Chan n.rt r,not plesent within Illiced •.oilie one among tune appointed for holding the same dle I )11CCil)1:-; pie:,ent shall choo themselves to be Chairman of such meeting,. "I he office of the Chaititi,111 may be tilled by ';C) any Director. The Directors may delegate any OF then powers to committees consisting of such 90. members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may he imposed on it by the Directors. a Committee Unless a Chairman of the Committee is designated by the Dimce.ors, T 91. elected or may elect a Chairman of its meetings and if no such Chairman is desiptiated or meeting the Chairman is not present at the time appointed for holding the saiiic, the Members present may choose one of their member to be ( 'hairman of the meet if at any A Committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall he determined by a majority of votes of the Members present. The quorum fora meeting of a Committee unless otherwise determined by the Directors, shall be a majority of the Committee. any meeting of DirectorS or a Cemmittee of Directors or by any All acts done by 93. Director, shall notwithstanding that it be afterwards discovered that person acting as a there was sonic defect in the appointment of any such Director or person acting as were not aforesaid, or that they or any of them were disqualified or had vacated offices or as valid as if every such person had been duly appointed and was entitled to vote be qualified amid had continued to be Director and had been entitled to vote. previously circulated in writing to all Directors and passed without A Resolution and signed by majority of the Directors, for the time being meeting of Directors any 94. entitled to iceeive notice of a meeting of the Directors, shall be as valid and el fectual as if of Directors duly convened and held and may consist of it had been passed at a meeting in like form each signed by one or more of the I )irectors several documents (d) MINUTES 95 The Directors shall cause minutes to be duly entered in books provided for the purpose: (a) Of the names of the Directors present at each meeting of the Directors and of any Committee of Directors. (b) (c) Of all orders made by the Directors and Committee of the Directors. rr Reg!str-„ kog,94),) Of all resolution and proceedings of General Meetings a 0 the Directors and Committee. 15 '1() Ill111UH-; !'■ `,1;:ji:2(1 NV 1N -2 ChL;;HN:;p, h\ the ho shall p.-2sid•2 Chairnvat thc next ,, ucccedinp, 11)02j11", ;Ind ■ 111111.1iC: 1 11_11.1)01 te(l to he so slimed shall for all puyo:,cs vimtsoever ona H deuce of the actual IN.Issing of the resolutions recorded, and the actual and teLnii,m tr.Insaction or occurrence of the proceedings so recoided and of the rquilarity of thr: meeting at which the same shall appear to have taken place. (c) REMUNERATION OF DIRECI'oRS 97. The reintinei allot] of a Director for attending meetings of the hoard shall not e\ceed Rs. .500 (Rupees live hundred only) lot each meeting attended by him. 9X. The Directors may repay to any Director all such reasonable expenses as he may incur iil attendlni: and returning from the Meetings of the Directors, or Committee of )ireetois, or r‘hich lie may otherwise incur in or about the business of the Company. • If any Director being. willing shall be called upon to perform more services or to 99. ihafe ally ;Tech!! exertions for any performances of the Company, he may he given such additional remuneration in the Corm of a fixed sum as may be determined by the Company in Gencial Meeting. All the Directors shall be entitled to he paid any travelling, of other expens•s incurred in connection with the business of the Company. (0 POWERS OF DIRECTORS 100. The business of the Company shall be managed by the Directors, who may exercise all such power; of the Company as are noted by the Companies Ordinance, 1984 or any statutory modification thereof for the time being in force, or by these Articles, equired to be exercise by file Company in General Meeting subject, nevertheless, to any iegulations of these articles, to the provisions of the said Ordinance, and to such legulations being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Company in General Meeting; but no regulations made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made. I I. Without prejudice to the general powers conferred by the last preceding Article and to any other powers or authorities conferred by these presents on the Directors, it is hereby expressly declared that the Directors shall have the following powers, that is to powers: (1) To reimburse the cost, charges and expenses preliminary and incidental to the promotion, formation establishment, and registration of the Company. (ii) to purchase or otherwise acquire for the Company and property, rights or e. eg. ,tra t4.. vkiS privileges, which the Company is authorised to acquire at such price L Lahore-',9 0 generally on such terms and conditions as they think fit, and subject t ).....,--,,,,, -,---..----:, .. --„,_ , .,,s -o provisions of section 196 or the Ordinance to sell, let exchange or othe ' dispose of absolutely or conditionally, any part of the property, privilege 16 pledge. livpotheeatt.s, any propcn of the Comp ichting 2 or do.iiiin,‘Iits terdt- 011H -t )!;C\ 01 t'r 5 lv 111■ make ai.kiniees, deposits OF persons upon such security or with out security as they May think fit and guierdlly to direct, manage and control the moneys and funds of the Company and keeping of accounts of the Company. (\xii) To open accounts with any bank or bankers or with any Company, rum or individual and to pay into and withdraw money from such accounts from (ine to time. (xxiii) To insure the property, movable and immovable, of the Company. (xxiv) To institute, tile, prosecute and defend any suit, appeal, revisions, review or any other legal proceedings and appear for and on behalf of the Company in any Court of .Justice, Civil, Criminal or Revenue, before any executive, judicial, municipal, provincial, revenue, police, postal, excise, custom, transport, income tax or other officer's authorities in any action or matters in which the Company is interested and to promote, prosecute, safeguard or defend its interests. (xxv) To sign and verify plaints, written statements, petitions, compromises, muktitarnamas, vakelatnamas, authorising legal practitioners to act on behalf of the Company in all courts, Civil, Criminal or Revenue. (xxvi) To appoint any person or persons to be attorney or attorneys of the Company for such purposes and with such powers, authorities and direction and for such pei lock and subject to such conditions as they may from time to time think lit, and to revoke such powers at pleasure. (xxvii) To make, draw, endorse, sign, accept, negotiate and give all cheques, bills of lading, drafts, orders, bills of exchange, Government of Pakistan Securities and other Promissory Notes and other negotiable instruments required in the business of the Company. (xxviii)To raise or borrow or secure the payment or payments of any sum or sums for the purposes of the Company in such manner and upon such terms and conditions as they think fit and in particular by the issue of debentures, debenture-stock or other securities charged upon all or any part of the property of the Company, present or future. 102. The Board shall cause a proper register to be kept in accordance with the provisions of the Ordinance of all mortgages, debentures and charges special affecting at the property of the Company and shall cause the requirements of the behalf to be dully complied with. Laho7 19 t)', Pi: OIL:etc)! ; H1,11 ;,t_thiect to pitovHion:; ( ion 1 t)'t (t‘) uidurimi o n mr Ihcir bouic,-; o he the ( Thel to_tct.ti e".. the Conn-JP:, 111 11M11 `,11L111 VC:-,t the powers 111;1 ilinetions in relai ion to da IIN,in;_P',Cillent ;Ind :k_1111111 1,;t1jr1011 . of the affairs of the Company subject to the Lictieral supervision and conhol of Directors. I (', 1 1 he C'l lief rxceuti ye shall hold office on such Icons as the Directors nay ileicimin c and shall bo appointed for a period of duce ;,ears. relirernelli he shall he Ho VI 1. TILE SEAL 1 The Diteetors shall provide a Common Seal for the purposes of the Company and shall have power from time to time to destroy the same and substitute a new seal in lieu thei col and the Directors shall provide for the safe custody of the Seal. 106. The Seal of the Company shall not be affixed to any instrument except by the authority of a Resolution of the Board of Directors and save as provided in Article 18 by a Director who shall sign every instrument to which the seal of the Company is so affixed in their presence. VIII. DIVIDENDS AND RESERVES 107. The Company in (ieneral Meeting may declare dividends, but no dividends shall exceed the amount recommended by the Directors. OS. Directors may from time to time pay to the members such interim dividends as appear to the Director to be justified by the profits of the Company. I 109. No dividend shall be paid otherwise than out of profit. 110. Subject to the rights of the person (if any) entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid on the shares, but if and so long as nothing is paid upon any of the shares in the Company, dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance of calls shall, while carrying interest be treated, for the purposes of this Article, as paid on the shares. 111. The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for meeting contingencies, or for equalizing dividends, or for any other purpose to which the profits of the Comte.0.0„-be properly applied and pending such application may, at the like discr employed in the business of the Company, or be invested in such invests shares of the Company) as the Directors may from time to time think fit. e,1 ttiin 20 1 p CITCCHWI 1 1 3. reLusteted "&,,01111 h01.1...1.i of ,'Ail:, fur any Eli ictaii the :That-cs. ;1'; ',lye one `;office of any dividend that may h a ve been declared shall be given itl nntinet herein:titer mentioned to the peisons entitled to share therein. 114. No dividend shall bear interest against the Company. 115. A transfer of shares shall not pass the tight to any dividend declared thereon before the registration of the transfer. 116. Unless otherwise directed, any dividend may, if the Directors so think lit, be paid by cheque or warrant sent through post to the registered address of the Member or person entitled or in the case of joint holders to the registered address of that one of them first named in the Register in respect of the joint holders. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. The Company shall not be liable or responsible for any cheque or warrant or transmission or for any dividend lost to the Member or person entitled thereto by the forged endorsement of any cheque or warrant or the fraudulent recovery by any other means. 117. All, dividends unclaimed for one year after having been declared may be made use of by the Directors for the benefit of the Company until claimed. 118. Any General Meeting sanctioning or declaring a dividend in terms of these Artie_ es may dit,-et payment of such dividend wholly or in part, by the distribution of specific asset'r, and in particular by paid up shares, debenture-stock of the Company, or any other Company, or in any one of such ways and the Directors shall give effect to such direction and where any difficulty arises in regard to the distribution they may settle the sonic as they think expedient and in particular may issue fractional certificates and may fix the value for distribution of such specific assets or any part thereof and may determine that such payment shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets upon trust for the persons entitled to the dividend as may seem expedient to the Directors. Where requisite, a prior contract shall be filed in accordance with Section 73 of the Ordinance, and the Directors may appoint any person to sign such contract on behalf of the persons entitled to the dividend and such appointment shall be effective. 119. Any General Meeting declaring a dividend may make a call on the Members of such amount as the meeting fixes, but so that the call on each Member shall not exceed the dividend payable to him, and so that the call be made payable at the same time as the dividend and dividend may, if so arranged between the Company and the Members, be set off against the call. IX. CAPITALISATION 112. The Company in General Meeting may upon the recommendali resolve that it is desirable to capitalise any part of the amount for the 1, 4. te) ' 21 cio,ht MI': oi(i111 a!!,1 !!)•,` 11 111 1,', (1(2111!11, 11 I!!` 10n )'1!II :Its! IR!! !!, I 1 1,_»!!!! ! !III!! :1 111011! ! 0111(1 ,2111111,'d 11 1c21:210 11'111C 1:d11!!' 'OC1C d0,1III)IIIC!I 10\ '\ ■ 0( illy 11) 1 ,1 0;10'110W; 0:1 00iid111011111;11 ;„11110 I-1c not paid in 111It h. kly i i ir.2d lip 111 :, 111Al'is:I 01 dCbC1111110:-I C0111p.I.111:. i11 LC Jr cic(111(2(1 ;1,‘, paid up, to and ankmvst such tviyinhcp,-; ill (Ile prop)ilion dhin",aid, 11 1 \‘;1y am partly in oilier and fho {)11- CCI)1': shall crICCI In Si ,11 12 1 Whew:\ er such a IC:Mkniull as aloicsaid shall have Noon passed the shall make all ,' ippiopiiations and :ipplieations of the undividod capilahsed iherel)y, and all allotments an issue of fully paid shales or dehennnes, it an) gencially shall do all acts and things lequilvd to give clfoci !hewn), with kill p(r ,. to the ()Hectors to nlal.c such provision by payment in cash or oiher ■ vise they think HI In tic Ca'iC of shales or dehentnres becoming distrihulahle and also to ilitliotise ;Inv nelsons to enter oil behalf ()fall the 1\1 7, 1bers entitled thereto into and apt cement with the Company providing fbr the allotment to them respectively, credited as fully paid up, of any 111111CI or debC1INIICS to which they which may he entitles upon such ■ _apitalization ill!) cement madc by such audio' ily shall he effective and binding on all such f\lentheis. X. ACCOUNTS I IP: '>I1.111 cause to ho kept proper books of accounts with lespect to -- All ylins of molicy received and expended by the Company and the mallets in 1•Cipldt of which the receipts and expenditure Pike place. All sales and purchases of goods by the Company. The assets and liabilities of the Company. 123. The Rooks of Accounts shall be kept at the Registered Office of the Company or :0 such place as the Directors shall think lit and shall be open to inspection by the Directors during the business hours. 124. The Chief Executive or Secretary shall from time to lime determine whether and to what extent and at what times and place and under what conditions of regulations the accounts and books of the Company or any of them shall be open to inspection of Members not being Directors and no Member (not being a Director) shall have any right or inspecting any account book or document of the Company except as conferred by law or authorised by the Directors or by the Company in General Meeting. 125. The Directors shall as required by Section 233 and 236 of the Ordina be prepared and to be laid before the Company in General Meeting such , rifit_iii961-joi,%(;\ accounts, income and expenditure accounts, balance sheets and reports, .`refeisfr.., *ticAu in those sectioiki. 0 22 S - %If .L101° -C Ociore the C , )1n1',1, -, la lance Sheet shall be made Out evei, he i he 1 iendi al Meeting made up to a date not more than four months helOrc such 1)Lllauee sheet shall he accompanied by a repo'', of the Dacctors as the Hate of the Company's allans. and the amount (if any) which they propose to carry to reset% c Fund. ction ferred to in Se gross the prulit and loss account shall in addition to the matters re th 127 :31 of the Ordinance so arranged under the most convenient heads, e amount of ount e am s, a income distinguishing the several sources from which it has been derived th ndes and other a lari distinguishing the expenses of the establishment, shall be h iough t cross expenditure ar's i like matters. All expenditure fairly chargeable against the yencome beforet he meeti ng and, fi t and loss may be laid balance of pro into account so that a just ributed ver several expenditure which may in fairness be distitem in case where any items ot. shalol be stated, has been incurred in any one year the whole amount of such years with the addition of the reasons why only a portion of such expenditure is charged against the income of the year. 128. A copy of the balance sheet and report shall, not less than twenty-one days previous to the meeting, be sent to the persons entitled to rceeive notice of General arc to be given as provided hereunder. Meetings Meetings in the manner in Nvhich notices . . 230 with the provisions of Section comply shall in all respects The Directors 129. cations thereof for the time being in for a~1 Lahore 236 of the Ordinance, or any statutory modi fi • XL AUDIT 0 2 Auditors shall be appointed at each Annual General meeting. Their appo 130. remuneration, lights and duties shall be regulated in accordance with Sections 25 Chartered Accountants, shall of the Ordinance. Messers Flamed Chaudhri & Co., first Auditors of the Company who shall hold office till the first Annual General Me XII. NOTICES • h eceive entitl 131. A notice may be given by the Company to any persore stored s In sane ed to r ress. ad ng notice either personally or by sending it by post to him to h is mail to the of a shareholder resident outside Pakistan, notices shall be sent by Express Air in Pakistan shareholders registered address and also copy shall be sent to any address supplied by such shareholder for the purpose. Where a notice is sent by post, service of the notice shall be deemed to be effected d, un less containing the notice, anou 132. by properly addressing, prepaying and posting a letter et w ld have the lter the contrary is proved, to have been effected at the time at been delivered in the ordinary course of post to the shareholder's registered address. given by the Company to the joint holders of a share by giving A notice may be 133. the notice to the joint holder named first in the Register in respect of the shares. A notice may be given by the Company to the persons entitled to a share in 134. consequence of the death or insolvency of a Member by sending it through the post in a 23 (7)\ IL' tit,: title Hepaal letter addiessed t , ' lhem H !lame or iption at the addle_ „ (it an\ ) 111 ) i ke d dece,tsed, or assignees of the in:;01\eni 01 by anr such Paldstan ,;applied for the put poses be the pets.)ns claiming to be su entitled, (11 the notice in any manner in which the same supplied) 111.' 111; WI might I nn e been given if the death or insolvency had not occurred. ;tilHect to the provision:; of the Ordinance any notice (oihei than notice of ;I (iencial Meeting or Directors Meeting) required to be given by the Company to the members or ;my of them and not expressly provided for by these presents shall be :,ulliciently given if given by advertisement in one daily liatglish and one daily vcrnacult \ silver Ldiculating in Pakistan. ne■ I3(B. I',very person, who by operation of law, transfer, or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such shale which, previously to his name and address being entered on the Register, shall have been duly given to the person from whom he derived his title to such shares. 137. Thc signature to any notice to be given by the Company may be written or printed. XIII. INDEMNITY • 138. Subject to the Pros ision of Section 194 of the Ordinance every Director, Manager dud other officer or servant of the Company shall be indeninified by the Company against, and expenses, which any such officer or servant may incur or become liable to by reasons of any conti act entered into, or act or thing done by him as such officer or servant or in any way in the discharge of his duties including travelling expenses and in particular, and so as not limit the generality of the foregoing provisions, against all I 'all i I it ies incurred by him as such Director, manager, officer or servant in defending, any, proceedings, whether civil or criminal, in which judgment is given in his favour or he is acquitted, or in connection with any application under section 488 of the Ordinance in which relief is granted by the Court and the amount for which such indemnity is provided shall immediately attach as lien on the property of the Company and have priority as between the Members over all other claims. 139. Subject to the provisions of Section 194 of the Ordinance, no Director, Manger, or other officer of the Company shall be liable for any act, or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of the title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or account which any of the money of the Company shall be invested or loss or damage arising from the bankruptcy, insolvency or tortuous act of any person_witIL, ,.■ whom any moneys, securities or effects shall be deposited or for any other los ,• ,z,, _a. /0 1 a .... re7 ( misfortune, whatever, which shall happen in the executing of the duties of ei)Ilicz ( Vre /),., , ,,,, or .., . _. . ....-, -7.7' 6) in iclation thereto unless the same happen through his own dishonesty. CD 24 \Vithout pleHdiet: to the tighs of the holders of shales, subject t o specs .o 1-10 ;Ind conWtions it tm the winding- up, the assets available lbr dish ihtition anion [l ie such shall be insufficient to repay the whole of the paid up capital, such 111C1111)CiS assets shall be distributed so that, as nearly as may be, these 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 iespectively, and if in a v, hiding up assets available for distribution among the members shall be nime than sufficient to repay the whole of the capital paid up at the commencement d the winding up of the excess shall be distributed among the members who are holders of ordinary shares in proportion to the ordinary shares held by them respectively at the commencement of the winding Up. 141. If the Company shall be wound up, whether voluntarily or otherwise, the liquidators may with the sanction of an Extraordinary Resolution divide among the contributories in specie or kind any part of the assets of the Company and may with the like sanction vest any part of the assets of the Company in trustees upon such trusts for the byriefit of the contributories or any of them as the liquidators, ‘vith the like sanction, shall think ht. If thought expedient any such division may be otherwise than in accotdanee with the legal right of the contributories (except whet e unfalteringly fixed by the Memorandum of Association) and in particular any class may he given preferential or special rn!lits of nay be excluded altogether or in part, but in case any division otherwise than in aeconLince with the legal rights of the contributories shall be determined on any conti ibulot who vyould be prejudiced thereby shall have a right to dissent and ancillary rights as if such determinations were a Special Resolution passed pursuant to Section:167 of the ordinance. Provided that if the shares to be divided as aforesaid involve a liability to call or otherwise any person entitled under such division to any of the said shares may within ten days after the passing of the Extraordinary Resolution by notice in writing direct the Liquidator to sell his portion and pay him the net proceeds, and the Liquidator shall, if practicable, act accordingly. XV. SECRECY Every Director, Manager, auditor, trustee;member of a committee, officer, agent, 142. accountant or other person employed in the business of the Company shall, unless authorise by the Directors, observe a strict secrecy respecting all transactions of the Company with customers and the State and with individuals conceding the accounts and matters relating thereto and shall not reveal any of the matters which may come to his knowledge in the discharge of his duties except when authorised so to do by).10444Q,c.tors 1,1, N or by law or by the person to whom such matters relate and except sV.3ttg, re .,), ntawe necessary in order to comply with any of the provisions in these preset 25 I \\" 1 1:2PC ∎ Inh, ,11" 2I1CC \ccujr „ , !, 111 HtV:t2,211 0111HHIV dIC i ;(11(11 n (n ,'ISSIAnICC-, on the utip:r ,i11,1011 ■ )[. WC incident or ecn.A.:Thience of these pIesents 0I oldie :,i,ltlitt_'S 0! done , eXCcniCd, omitted, or SiniCled IIl [Mt -,trInu,: iii „2 t:slating to the pretnise or to these, prem.‘iiti, or 10 on\ :L+1111t . the (:ompany or to any or the :Arians of the ('ompinty, (Nei ■ such dirreine,n Hiatt he ieletied to the decision of an arbitrator to be appointed pitinc; in if they cannot agree upon a single arbitrator to the dccisiPn t,l . t \\,o an\ thing then or c,;(.21i ( OniCr\\ 111L1CnriCI W.1)1 H! (ntit whom one :diall be appointed by each of the parties in dit ferencc. 0 , an intipne to hP iiipointed by the two arbitiators. 1. "I he cost of or incidental to, any such telcrence and award shall he in the (lieretion of the arbitrator or arbitrators or umpire, respectively who may ddel unite the amount thereof or direct the same to be taxed between attorney and client or otherwise • and may award by whom and in what manner the same shall he borne and paid. • 26 or he iris A pirl',11,inc,, 01- tlir, ;P: C,11)11,II Opp(1tilIC k? Fall ier's(Husband's Na r ne in Full Name & SU Frl ne (Present Former) Nationality With any Occupation Rosidential Address Former Nationality (In Block I. ettcrs) FAWAD A1IIMED Mia ri Mukhlai MUKHIAR Ahr red Sheikh SHFEH 36302-2741274-7 FALAI_ AHMED Mia n Mukhtar Pakistani Pakistani Industrialist Industrialist Ahrned Sheikh SHEIKH 36302-0543241-9 FAISAL. MUKHIAR SHEIKH 322-87-026025 Mrs AMBRELN FAWAD 36302FATIMA Mr': Mian Mukhtar Ahr ned Sheikh Pakistani Mia n Pakistani Mukhtar Industrialist Industrialist Afirned Sheikh Hali Habib Ullah Pakistani AB DUI_ SA I- I AR Pakistani Industrialist FAZAL 36302MrHI\JA7 Mrs AMIR 36302II I Fl IAN MAHMOOD BAIG 36302-8145686-3 rorillyd in', t d!,,.2 , r, FAN AlliviED Pakistani Industrialist Service (Private) Number of Shares taken By each Subscriber 13-A Road, Cantt Oasim Multan 43-A Road, Cantt. 43-A Road, Cantt Qasim Molten 5000 Qasim Multan 5000 Qasim 43-A Road, Multan Cantt. Qasim 43-A Road, Multan Cantt. Qasim 43-A Road, Mullen Cantt. 140-Hassan Parwana Road, Multan 5000 Sigraitilie 5000 .c q ,, , tikt,‘,1 ,)-1-5000 L.' e c–\ — ,,k- 5000 il 1 it -'' \ 5000 Dated the loth day of June 2004 Witness to above Signature: Name: Address NIC• Shahid Ismail 243-A, Shah Rukn Alain Colony, Mu 36302-2040404-9 alnatlat,,, ,attate, ;t31STFh c(1A,frtp,"jj' a) Number assigned to the cumpany In the Register of Companiesa--h) S. No. of the document (2 c) Name of thc Company _tr_ d) Description of the docut Including enclosures /1/ ) e) hied this2..):.11.4'(Day of Under the Provisions- of the Companies Oidittanee, 1984. ) 17 ^ tr L-1( 1 "\-•(//, - ikiry Joint Registrar of Companies, MULTAN REGION. 11,1UyrAN. A .1 /./ SEC SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN CERTIFICATE OF INCORPORATION [Under section 32 of the Companies Ordinance, 1984 (XLVII of 1984)] Company Registration No. I 00000001455/20040605 hereby certify that FATIMA ENERGY LIMITED. is this day incorporated under the Companies Ordinance, 1984 (XLVII of 1984) and that the company is limited by Shares. Given under my hand at MULTAN this 22nd day of June, 2004 Two Thousand and Four ATTEST 1 0g SE TRUE COPY ORIGINAL , \",r) Comp Fee Rs.39700/- D ( LIAQAT A DOLLA ) JOINT REGISTRAR OF COMPNAIES !Viultan, 13 0 Z. lea &d: 2-2 G 2_oo acre a 'NUNNFF1OF `0,2‘, !).,; \ I -`y, ,... \ No. ! ,"111) PPM- 3003,10/PRI 2010 Mr. Ittikhar Baig, GNI Business Development, Fatima Energy Ltd. E-110„ Khavaban-c-Jinnall, Ulloce Cattit. S LIB ECT: REGISTRATION OF 100 NEW CO-GENERATION POWER PROTECI .BY M/S FATIMA ENERGY LTD. Dear Sir, • Private Power and Infrastructure Board (PPIB) hereby acknowledges the receipt of Bank Draft No. 0007346 dated 6th August 2010 amounting Rs. 17,000 (Rupees Seventeen Thousand Only) drawn on Meezan Bank Limited as Registration Fee for 100 MW Co-generation Power Project (the Project) by M/s Fatima Energy Limited (the Sponsors). In consideration thereof, PPIB has formally registered the sponsors under the Registration Number "3003". The sponsors are now advised to approach National Electric Power Regulatory Authority 2. (NEPRA) for award of generation license and tariff determination for the subject project. Please note it will be binding upon the Sponsors to provide to PPIB photocopies of all documents which they will submit to NEPRA. Best Regards, S Yours faithf-u I (Asif Ali Alm) Director Projects CC: 1. Chairman, NF.PP A, Is!-.rnabad. 2. Managing Director, PEPCO, Lahore. 4 15'7 tvl-C` 50 - NazimudcUn Road, F-7/4, Islamabad • Yakistan • • Fatima Energy Limited Project Organization • i Group Head HR CEO — . Project Director HR Manager Commercial Manager Technical /Commissioning Manager Commercia Executive Logistics/Procurement Executive Preformance/Process Engineers , Planning and Control Manager Construction Security /Adrn, Manager Manager E&I UM/ Section Head Mechancial UM/ Section Head Civil Section Head E&I Engineers Mechanical Engineers Civil Supervisor Admen /Security Superv5or CE riSr Ma r,agL• Actow“ Or .L Summary: Toseef Ijaz Rana CAREER OBJECTIVE To use my education and skills productively Date of Birth 24 October, 1970 • Nationality Pakistani Languages English, Urdu Qualification Lahore University of Management Sciences(LUMS) MBA University of Engineering and Technology Lahore. B.Sc. Mechanical Engineering (Honors) • Highly motivated with 17 years of diversified experience in power and fertilizer plants in leading roles. Over 13 years of exclusive experience of power sector in different technologies including CCGT, Rankin cycle and diesel engine power plants. Heading Fatima Energy Limited, wholly owned subsidiary of Fatima Group, developing 405MW local coal based power plant and 120 MW coal/bagasse fired cogeneration plant. Successfully executed installation of 560 MW CCGT KESC and 223.8 MW CCGT EEL power plant through contract negotiation, engineering, procurement, construction to the final commissioning of the project. Worked as maintenance coordinator for five years at Pakistan's biggest IPP at Hub Power Station (1200 MW) to execute O&M activities smoothly. Experience includes working in engineering, construction, operation, project and maintenance departments. Good knowledge of project management and finance. Successfully managed two mega projects (FFJC and EEL) from very beginning till completion. Special expertise in vibration analysis technique (certified level 3 analyst) and project management. Member of different safety forums, risk assessment and HAZOP teams. Experienced in using CMMS (Maximo, SAP and Q4W). Experience: Aug 2011 to date Fatima Group (FG) Working as Project Director leading Fatima Energy Limited wholly owned subsidiary of Fatima Group reporting to CEO, for developing a 120 MW imported coal/bagasse based cogeneration plant. Agreement are ready for submission. Responsibility includes: • Developing strategic vision • Legal compliance and interaction with regulators for tariff determination • Finalization/hiring of EPC companies and consultants • Negotiations with EPC contractor and consultants • Selection of main machines and • • • appropriate technologies Developing/hiring team of world class professionals to strengthen new division Budgeting and evaluating financial models Development of project Apr-2010 to Aug 2011 Karachi Electric Supply Company (KESC) Worked as Project Director leading the Bin Qasim Power Station (BQPS-2) 560MW CCGT power project from engineering till commissioning of machines. Job responsibilities includes: • Managing the over-all project while ensuring that corporate objectives are met • Hiring competent professionals for project management and subsequent operation • Budget preparation and controlling • Managing EPC contract • Ensuring that Owner Engineer deliver best services for project execution • Dealing with outside agencies and media • Coordinate with other project interfaces. 2007-2010 Engro Energy Limited (EEL) Worked as Unit Manager Construction/Maintenance to supervise construction activities and establish maintenance organization for CCGT power plant. Job responsibilities include: • Supervision of construction activities • Developing procedures and implementation of QA/QC manual Developing and reviewing pre- • • commissioning and • • commissioning procedures Supervised commissioning while interacting with different stakeholders Managing EEL project ensuring targets of quality, safety and timely completion of project are met using project management and quality control tools • Worked in leading roles for project closure • Lead team for final Performance measurement • Establishing maintenance infrastructure and developing cohesive maintenance team Developing maintenance •• procedures • Managing long term service agreement with vendors • Implementation of CMMS (SAP) • Inducting quality resource to meet cooperate objectives • Budget development and strategic planning • Contract negotiation and execution Worked as Engineering Manger to finalize basic configuration of EEL project while leading a team of highly competitive engineers in close collaboration with technical consultant and external agencies 2000-2007 International Power Plc. (HUBCO Power Plant) Worked as Maintenance Coordinator integrating maintenance activities for smooth execution of O&M 1996-2000 FFC-Jordan Fertilizer Company Worked as Area Engineer of machinery maintenance in Ammonia, DAP and Urea plants. Job responsibilities include. Field and workshop maintenance of all types of pumps, compressors, fans, valves, steam/gas turbines, bucket elevators, roller belts, rotary drums etc. Worked as Area Engineer for construction section dealing with EPC contractor KREBS, Klockner, Descon, Habib Rafique etc. responsible for erection and pre-commissioning of the complex 1995-1996 Packages Ltd. Worked as Shift in-charge in Diesel power plant (2x5.2MW Wartsila diesel engine with HRGS) responsible for Operation and maintenance of power plant Overhauling of centrifuges and engines 1994 Pakistan Engineering Company (PECO) Four weeks internship, understanding operations and processes. Technical Trainings • Vibration analysis (VA1) By CSI • Intermediate vibration analysis (VA2) By CSI • Advance vibration analysis (VA3) By CSI • Tank inspection workshop as per API 653 by SGS • Maintenance management technique for rolling bearing—for engineer By SKF • Welding technology for engineers By Pakistan welding institute(PWI) • Field balancing By ENTEK-IRD • Belt splicing and vulcanizing from NJFC Jordan • FRP repair from NJFC Jordan • MS project 98 By ASPIMS Management courses • Advance project management (PM!) • Project management skills • Personal development planning • Time management • Who moved my cheese — Managing Change • Synergizing performance • ISO 9001:2000 what is it all about then? • Team building workshop • DuPont training: safety for managers • Seven habits for successful managers Honors and Awards: • Secure 1st position in 3rd national course on welding technology for engineers • Merit certificate (Top 2% students), U.E.T. • Won 2nd prize in Science Exhibition at Science Museum Lahore. • Member U.E.T. Badminton team. Extra Curricular Badminton, book reading and construction of both electric/electronic and mechanical devices. Curriculum Vitae Amer Baloch Position Commercial Manager Synopsis Amer Baloch is a Mechanical Engineer having 27 years of diversified experience mainly in fertilizer and gas He worked with multinational and local companies acquiring experience of plant operations, planning and commercial management. He joined Fatima Energy Ltd core team in 2010 as Unit Manager Projects. Selected Professional History: Fatima Energy (Current Assignment) Date of Birth As unit manager, managing project 27 Jul 1963 planning and commercial activities for biomass and coal based 120 MW cogeneration project including interaction with government agencies, legal, financial and technical consultants. Also assisting in negotiations and finalization of EPC contract. Nokia Siemens Networks (Finland), Islamabad, Pakistan, Jul 2009 — Sep 2010 NSN as one of the largest Nationality • Pakistani Languages English, Urdu Qualification BSc. Mechanical Engineering University of Engineering & Technology - Lahore Key Professional Skills • Plant operations, commercial management, planning and control, HSSE, administration. telecommunications solutions providers was created as a result of a joint venture between S,,2mens AG's and Noki,=:'s Network Business Group having about 60,000 employees and operations in 100 countries with turnover of Euro 18 billion. As Logistics Manager for multiple telecom firms, managed SAP based End2End supply chain of equipment with annual sales target of Euro 50 million. including extensive feedback on performance of contracted services (airlines, warehouses, stevedoring, etc) and improved service level. Fongas, Fauji Foundation, Rawalpindi, Pakistan, Oct 2008 - Jun 2009 Fongas is a subsidiary of Fauji Foundation group having an annual turnover of about one billion rupees with 3 LP Gas plants. As Senior Manager Business Development, organized gas tanker contracted fleet to resolve age old inefficiency issues, developed new business activities to capture more market share which included new industrial and commercial applications of LP Gas as an alternate fuel. SHV Energy Pakistan, Islamabad, Pakistan Mar 2004 - Jun 2008 SHV Gas of Netherlands is a Fortune 500 company and Worlds #1 in LP Gas distribution with total sales at € 5,8 billion in 26 countries. As Production Manager, operationally managed 4 LP Gas storage and filling plants and 2 gas depots with 140 personnel for a gas turnover of 90,000 tons, improved productivity and cost efficiencies including expansions. FFC-Jordan Fertilizer Company, Karachi, Pakistan Oct 2000 — Mar 2004 FJFC (now FFBL) was first ever fertilizer plant which produced Urea granular and Di Ammonium Phosphate in Pakistan, established cost of US$ 468 million. As Section Head Operations managed product handling and shipment of one million tons of product annually on 24/7 basis with a team of 30 engineers/operators, 10 maintenance engineers/technicians and 200 labor. FMC Jetway Systems (USA), Dubai, United Arab Emirates 1999-2000 Jetway Systems is a subsidiary of FMC Corp with head office at Ogden USA and is dedicated towards manufacturing and supply of airport engineering services equipment. As a Smart Bridge Engineer, commissioned and debugged 47 computer controlled Smart Passenger Loading Bridges Glass Type with touch screen controls, CCTV systems, 28 Aircraft Power Supply units 400 Hz with SIEMENS SIMATIC S-7 PLC system coupled with FLADUNG automatic cable winders. Ministry of Defense, Pakistan 1985 - 1999 For 6 years, worked in an American Defense Production project for manufacturing of NATO standard Armored Personnel Carriers including installation, commissioning & startup of multimillion dollar state-of-the-art capital equipment. For 2 years worked in a highly classified project for manufacturing of precision parts for aerospace strategic weapon systems For 6 years, worked in heavy equipment workshops for repair of light/heavy/tracked vehicles, weapon systems, telecommunication systems, and management of spares and manpower. urriculum Vitae Syed Fuad Haider Position Executive Finance Date of Birth June 10, 1974 Nationality Pakistani Languages English, Urdu Qualification ACA Member Institute of Chartered Accountants of Pakistan Bachelor of Commerce (B.Com) Hailey College of Commerce Key Professional Skills Treasury Management Secretarial Practices Budgeting and Forecasting Financial Analysis SOP Development Software Implementation Financial Reporting Taxation Synopsis Syed Fuad Haider is a Chartered Accountant having ten (10) years of diversified experience in various Industrial Sectors. He has worked multinational and local with companies acquiring experience of treasury management, Financial reporting, budgeting & forecasting and taxation He joined Fatima Energy Limited core team in 2012 as Executive Finance. Audit of Controls and recommendation regarding suitable changes for better Controls in future, Ensure timely and accurate preparation of periodic Financial Statements; Preparation of Standard Operating Procedures in line with Software Solution for efficient and effective business operations of the Company, Implementation of ERP Solution; and Periodic Management Reporting of all expenses, fixed assets, stores and payables Selected Professional History: Lahore Sports Meadows Limited Bukhatir Group Project (2007 -2009) Worked as Manager Finance Responsibilities included Ensure timely and accurate preparation of Financial Statements; periodic Preparation of Standard Operating Procedures in line with Software Solution for efficient and effective business operations of the Company, with financial Managing/dealing institutions for matters relating with financing, leasing, import & export and fund placement for highest available return on investment; Cost effective and efficient cash flow planning and management with minimum possible borrowing costs; and Implementing Oracle based ERP solution Fatima Energy Limited - A Fatima Group Company (Current Assignment) Executive Finance is responsible for timely and accurate preparation of periodic Financial Statements; liaising with Financial Institutions for routine banking functions and financing arrangements including but not limited to leasing, running finances etc.; supervision and monitoring of the budget prepared every fortnight; Monitoring of tax related issues as applicable under the provisions of the Income Tax Ordinance, 2001; and Treasury management functions Mian Tyre & Rubber Company Ltd. (2009 — 2011) (MTR) Worked as Manager Accounts / Company Secretary for MTR, a major tyre & tube manufacturing concern with turnover over Rs. 6.00 Billion. Activities included Managing of Board of Directors and General Meeting with recording of minutes for record; Filing of Statutory returns with SECP; All Tax related issues from filing to preparation of replies for presentation before the Authorities for Sales Tax, Income Tax, Customs, Excise etc ; Filing of income tax returns of the Directors of the Company, the staff and the Company online with the Federal Board of Revenue including representation before the Authorities; Budgeting and procurement planning for the production; Mira Group of Companies (Mira Power Ltd. & Mira Pakistan Ltd.) (2004-2007) Worked as Manager Accounts & Finance and the responsibilities included financial reporting; treasury management, taxation; Secretarial practices; and feasibility study and financial forecasting. Hameed Chaudhri & Co.; Chartered (1999-2003) Accountants; Extensive During studenship at HCC extensive experience of planning and organising assignments, studying and reviewing of system of internal control with the objective of providing recommendations for improvements and reviewing financial statements to ensure compliance with local laws & IFRS. Curriculum Vitae Hamid Javed Position Section Head Electrical Synopsis Hamid Javed is Electrical Engineer having 21 years of diversified experience mostly in power sector and Cement Industry. He worked with multinational and local companies acquiring experience of plant maintenance, Planning and Engineering He joined Fatima Energy Ltd core team in 2012 as Section Head Electrical. Selected Professional History: Date of Birth 03 April 1966 Fatima Energy (Current Assignment) Nationality • Pakistani Languages English, Urdu Qualification • Section head Electrical responsible for installation, commissioning and successful commercial operation of dual fired (coal/bagasse) power complex. Responsibility includes technical review of EPC proposal, detailed design engineering during execution phase. Liaison with Govt. agencies for achieving the milestones and timely completion of project according to the agreed codes and standards. BSc. Electrical Engineering University of Engineering & Technology - Lahore Askari Cement (2010-2012) Key Professional Skills having ISO 9001 and ISO 14001 accreditations. Activities incorporate supervision of all sort of Electrical maintenance, trouble shooting, Preventive, corrective and shut down maintenance planning and Plant Maintenance and Troubleshooting Budgeting, Indenting and Inventory control Plant Efficiency Monitoring Development of MaintenanceProcedure Manager Electrical for Askari Cement implementation. Budgeting, Indenting, inventory control and manpower management. Maintenance of 132/6.6 kV Grid station & power transformers. Reliable operation of MV switchgear that include SF6 circuit breakers, Vacuum circuit breakers & Air circuit breakers. Testing of Multi functional protection relays. Proper functioning of PEI (power factor Improvement) system. Proper maintenance of Batteries and battery charger . Ensure integrity of Diesel Generator and UPS. Introduced the module testing and repairing Lab in the department. Introduced CMMS (computerized maintenance management system), an industrial application for preventive maintenance activities and asset management. Involved in ERP (Enterprise resource planning) program for supply chain management and inventory Qassim Cement (2002-2010) Electrical Performance and planning engineer for Qassim Cement, one of the leading cement company in Saudi Arabia having three production lines. Involved in Plant modifications and Projects Management. Deal with plant's operational problems. Routine and Preventive Maintenance of all electrical equipment. Monitoring and analysis of Key Performance Indicators which include reliability, utilization and other related parameters. Analysis of monitored results of thermography camera (infrared imaging equipment) for Switchgear, HT bushings and Transformers. Vibration Analysis of Electric Motors and Fan Bearings & root cause analysis to avoid equipment failure. Conducted the Study with Consultant Lahmayer International (Germany) and convert the plant from 50 Hz to 60 Hz. Involved in the Preparation of preventive maintenance schedule for Electrical and Instrument related equipment in JD Edwards system. Shift Engineer / Electrical Engineer (1993-2002) Electrical Engineer for Thermal Power Station Muzaffargarh with the name plate rating of 1370 MW. Involved in various activities with Russian experts during commissioning phase for the installation and commissioning of Power Transformers, Auxiliary transformers, 220 kV switchyard, Auxiliary supply switchgear, 6 MW pump motors, fuel handling motors, Thermocouples and RTDs etc. Prepared PM programs for the 210 MW 3 stage turbines and implemented them through MMS. Lead operation team to operate the machines as per system demand. Electrical Engineer (1991-1993) Electrical Engineer for Rural Electrification Project funded by OECF Japan. Involved in preparation of SLD, voltage drop calculations, BOQ and supervision of installation. Synopsis Saima Jan Muhammad is a Chemical Engineer having 04+ years of diversified experience in fertilizer, Clean Development Mechanism (CDM) and power sector. She has worked with Fatima Group acquiring experience of process engineering since 2008. To Position promote her expertise in process Engineering she is also doing MS Chemical Engineering. Process Engineer Selected Professional History: Fatima Energy (Current Assignment) Nationality Pakistani Deputed to contribute expertise to project core activities as an process engineer starting from feasibility studies, thermal cycles, thermal and efficiency calculations, EPC proposals review, EPC clarifications & Non-EPC activities. She is also contributing as HSE Languages coordinator of Fatima Group, developing safe culture, conducting English, Urdu in house and out door safety trainings, maintaining frequently safety talks. Qualification MS Chemical Engineer (on going) University of Engineering & Technology Lahore Pak-Arab Fertilizers Limited (2008-2011) Technical services department Deputed to contribute expertise to all activities relevant to plant's Process monitoring and controlling. Core responsibilities included monitoring and analyzing process BSc. Chemical Engineering University of Engineering & Technology - Lahore Tools. Daily monitoring of plant & TMP development and Key Professional Skills sheets development. Production calculations of Ammonia, Nitric parameters. Equipment's Performance Evaluation on Simulation implementation. Startup monitoring as per SOP. Research for new technologies for plant development. Equipment specification Technical Reviews Technical evaluations Drawing technical conclusions Process Engineering Calculations Hyses / Aspen Plus / HTFS Plant Monitoring & controlling Troubleshooting Budgeting Training & development Acid, Utilities, Co-gen plants. Process/Equipment efficiency calculations . Handling Service requests. Conducting modifications needed at plant to improve process efficiency. Resolving plant's problems. Efficient involvement in all the technical related issues and on going Projects. Process Package Preparation and related drawings updating. Procedures making for Test Runs/ Performances. Incident Root Cause report Analysis. Performing additional activities like DTC coordinator and as an department Safety Coordinator for TSD. Curriculum Vitae Muhammad Adnan Arshad Position Accounts Officer—II (Finance & Accounts Division) Date of Birth 25 December 1984 Synopsis: 'Mr. Muhammad Adnan Arshad' has more than five (05) years practical knowledge and professional work experience in the field of accountancy & finance, auditing, assurance & business advisory, taxation, corporate & financial reporting, financial/ management consultancy, internal controls, risk management & compliance etc. He has diversified professional experience in auditing, and financial & management reviews of financial services sector including corporate & Nationality Pakistani Languages English, Urdu & Punjabi Qualification CA — Finalist (ICAP) B.A. (Economics & Statistics) Punjab University, Lahore investment banking; commercial banking; microfinance institutions; manufacturing sector including beverages; cotton ginning & agricultural farms; paints & chemicals; services sector including telecommunications; educational institution; hotels & restaurants; and public sector organizations of Govt. of Punjab. Selected Professional History: Fatima Energy Limited, Fatima Group Key Professional Skills Financial Statements Audit Assurance & Agreed Procedures IFRS/ IAS Financial Reporting Risk Management & Compliance Credit Portfolio Reviews COSO Internal Controls & SPA Taxation; & Corporate Laws Restructuring & Due Diligence Business Process Reengineering ERP Oracle Financials EBS Review of IT General Controls Financial Analysis & Budgeting (April23, 2012 To-Date) Currently, engaged as 'Finance & Accounts Professional' at the Group Head Office (Lahore) of 'Fatima Energy Limited [A Fatima Group Company]'. Fatima Energy Limited has been incorporated and plans are underway to install a 120 MW cogeneration power plant. The City Schools (Private) Limited — City Schools Network (2011-12) Worked as a 'Deputy Manager Accounts' in 'Finance & Accounts Department' at the Group Head Office (Lahore) of The City Schools (Private) Limited. His major responsibilities included supervision of all accounting transactions related to Accounts Payables (AP), Cash Management, Head Office Funds Reconciliation, Cash & Bank Reconciliations, Accounts Receivables (AR); Billing/ Fee collection of all branches of Central Regional Office (CRO), and the accurate posting of all data files from various branches into the centralized AP, CMM, Billing Modules of ERPOracle Financials (EBS-R11i). A.F. Ferguson & Co., Chartered Accountants, Lahore (A member firm of PricewaterhouseCoopers (PwC)] (2006-2010) Completed 3.5 years' C.A. Articleship as a 'CA—Trainee Student' from A.F. Ferguson & Co., Chartered Accountants (Lahore Office) — A member firm of PricewaterhouseCoopers (PwC) Network (a network of world's top accountancy & audit firms) Extensive practical experience, by working at various levels, up to the level of 'Audit Team Senior/ Audit Job In charge', has enabled him to develop a comprehensive understanding of organizational-wide accounting & internal controls systems of various local & multinational organizations. Special Functional Trainings: Course of Computer Practical Training (CCPT) conducted by ICAP - Presentation Skills Training Course (PSTC) recommended by ICAP Online Trainings & E-Learning Courses on MyClient — Audit Automation Software developed by PricewaterhouseCoopers (PwC) - Hands-on-trainings on various customized accounting software packages (including QuickBooks, Oracle-Based-ERP Applications - Seminars & workshops for professional training development arranged by ICAP and A.F. Ferguson & Co. regarding PwC global best practices of accounts & audit methodology, taxation; corporate & secretarial practices; documentation procedures & audit techniques etc. Synopsis Mariam Waris is a Chemical Engineer having 03 years of diversified experience in fertilizer and power sector. She has worked with Fatima Group acquiring experience of process engineering since 2009. To promote her expertise in project management she is also doing professional MBA. Position Process Engineer Selected Professional History: Date of Birth 08 March 1988 Deputed to contribute expertise to project core activities as an Fatima Energy (Current Assignment) process engineer starting from feasibility studies, energy cycles, EPC proposals review & Non-EPC activities. She is also contributing Nationality Pakistani Languages English, Urdu Qualification MBA (on going) BSc. Chemical Engineering University of Engineering & Technology - Lahore Key Professional Skills Technical Review of proposals Process Engineering Calculations Technology Evaluations Hyses / Aspen Plus / HTFS Plant Monitoring & controlling Troubleshooting Budgeting Training & development as training coordinator of Fatima Energy Limited preparing budgets and arranging technical & soft skills training courses. Pak-Arab Fertilizers Limited (2009-2011) Technical services department Deputed to contribute expertise to all activities relevant to plant's Process monitoring and controlling. Core responsibilities included monitoring and analyzing process parameters. Equipment's Performance Evaluation on Simulation Tools. Daily monitoring of plant & TMP development and implementation. Startup monitoring as per SOP. Research for new technologies for plant development. Equipment specification sheets development. Production calculations of Ammonia, Nitric Acid, Utilities, Co-gen plants. Process/Equipment efficiency calculations . Handling Service requests. Conducting modifications needed at plant to improve process efficiency. Resolving plant's problems. Efficient involvement in all the technical related issues and on going Projects. Process Package Preparation and related drawings updating. Procedures making for Test Runs/ Performances. Incident Root Cause report Analysis. Performing additional activities like DTC coordinator and as an department Safety Coordinator for TSD. Corporate and Inve,,trnent Banking Laing) December 2012 110 I Ill 1 I NER(:1 1,1111TH) kiniN abini-e-dinnah Lahore ( anti 1'O 1111O11 11.A1 CONCER h that NI, Frierg. Limited r 1 I atnna (i1-0111) ( pml%) k maintain inu Currclit account 11101( )(0011(10.5(101(1) ith ince .;() 1)ecentl)er, 2010. 1)Ltrin2 thiti penod e Count! the compan ■ ha. a sound financial background I Ids ‘scrtiticaic is issued on spccitic request of the customer and does not constitute an\ liabilit\ on run or any obits ()Iticers off s I ktithorize Sinatures Authviited Signatures ( trt rizatc ( entre 0361, 7-1 -111 Main Boulck ard H-1,11,,m., ,ti--")2S- -'1 111 lahorc ∎, ∎( ∎ \ all , ■ ,n) jetAlliedBank PK0010361Branch Name:7-E Gulberg, Lahore FATIMA ENERGY LIMITED E-110, KHAYABAN-E-JINNAH, Statement Period:01 JAN 2013 TO 18 JAN 2013 LAHORE, CANTT Account Number:0010000110050010 LAHORE Account Status:Regular PUNJAB PAKISTAN Pakistan Rupee 042111328462 Current Accounts 04236621389 BALANCE AT PERIOD START : DEBITS CREDITS 2,306,534.79 BALANCE DATE PARTICULARS VALUE DATE 02 JAN 13 Clearing 02 JAN 13 108,290.00 2,198,244.79 02 JAN 13 105,334.00 2,092,910.79 02 JAN 13 111,600.00 1,981,310.79 02 JAN 13 108,290.00 1,873,020.79 04 JAN 13 263,742.00 1,609,278.79 08 JAN 13 206,060.00 1,403,218.79 12844325 02 JAN 13 Clearing 12844324 02 JAN 13 Clearing 12844322 02 JAN 13 Clearing 12844323 411/04 JAN 13 Clearing 11589896 08 JAN 13 Clearing 12844326 10 JAN 13 10 JAN 13 Online Transfer 6,900,000.00 8,303,218.79 2,500,000.00 10,803,218.79 PK0010393 14520415 10 JAN 13 Outward Cheque Realized 10 JAN 13 11 JAN 13 Cheque Book Charges 11 JAN 13 300.00 10,802,918.79 15 JAN 13 Clearing 15 JAN 13 264,000.00 10,538,918.79 11589861 TOTAL DEBIT / CREDIT 1,167,616.00 9,400,000.00 CLOSING BALANCE TOTAL WITHHOLDING TAX DEDUCTED 10,538,918.79 0.00 • *RIVE- Reversal Entry This is a computer-generated statement, issued without any alteration, and does not require any signature Page 1 of 1 • FATIMA ENERGY LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 • Deloitte M. Yousuf Adil Saleem & Co Chartered Accountants 134-A Abu Bakar Block New Gandrn Town Lab() Pakistani -92 (0) 42 35913595-7 • -; 92 (0) 41 35864010 - —97 (0) 41 35864021 Web wivw.deloitte.corn/pk AUDITORS' REPORT TO THE MEMBERS We have audited the annexed balance sheet of FATIMA ENERGY LIMITED (the company) as at June 30, 2012 and the related profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof, for the year then ended and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief were necessary for the purposes of our audit. It is the responsibility of the Company's management to establish and maintain a system of internal control, and prepare and present the above said statements in conformity with the approved accounting standards and the requirements of the Companies Ordinance, 1984 Our responsibility is to express an opinion on these statements based on our audit. We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the above said statements are free of any material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the above said statements. An audit also includes assessing the accounting policies and significant estimates made by management, as well as, evaluating the overall presentation of the above said statements. We believe that our audit provides a reasonable basis for our opinion and, after due verification, we report that. (a) In our opinion, proper books of account have been kept by the Company as required by the Companies Ordinance, 1984; (b) In our opinion* (i) the balance sheet and profit and loss account together with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984, and are in agreement with the books of account and are further in accordance with accounting policies consistently applied, (ii) the expenditure incurred during the year was for the purpose of Company's business, and (id) the business conducted, investments made and the expenditure incurred during the year were in accordance with the objects of the Company; (c) In our opinion, and to the best of our information and according to the explanations given to us, the balance sheet, profit and loss account/statement of comprehensive income, cash flow statement and statement of changes in equity together with the notes forming parts thereof, conform with the approved accounting standards as applicable in Pakistan, and give the information required by the Companies Ordinance, 1984, in the manner so required and, respectively give a true and fair Member of Deinitte ToinchP Tnhmatcu I imnted Deloitte M. Yousuf Adil Saleem & Co Chartered Accountants view of the state of the Company's affairs as at June 30, 2012 and of the loss, its cash flows and changes in equity for the year then ended; and (d) In our opinion no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980), OtA} • (Charterei ccountants) Talat Javed (Engagement Partner) October 08, 2012 Place: Lahore Pilernbc;r cf Deloitte Touche Tohmatsu Limited FATIMA ENERGY LIMITED BALANCE SHEET AS AT JUNE 30, 2012 2012 Note 2011 2012 Rupees Note EQUITY AND LIABILITIES 2011 Rupees ASSETS SHARE CAPITAL AND RESERVES NON-CURRENT ASSETS Author ized capital Property and equipment 8 293,907,337 158,807,116 1,000,000 (2011:1,000,000) ordinary shares of Rs. 10 each 10,000,000 10,000,000 Issued, subscribed and paid up capital • 4 Accumulated loss 350,000 350,000 (4,732,152) (1,337,710) (4,382,152) (987,710) CURRENT LIABILITIES CURRENT ASSETS Loan from related party unsecured Advances and short term 5 Markup payable to related par ty Other payables 6 248,562,557 147,549,148 48,101,976 13,633.597 2,505,389 323,202 299,169,922 161,505,947 294,787,770 160,518,237 prepayments Cash and bank balances 9 184,766 686.662 10 695,667 1,024,459 880,433 1,711,121 CONTINGENCIES AND COMMITMENTS • 7 294,787,770 160,518,237 the annexed notes from 1 to 16 form an integral part of these I Ina nc a l statements. Chief Executive Officer Director FATIMA ENERGY LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 2012 2012 Note Administrative expenses 11 Loss for the year 2011 Rupees 3,394,442 1,230,585 (3,394,442) (1,230,585) (3,394,442) (1,230,585) Other comprehensive income Total comprehensive loss for the year The annexed notes from 1 to 16 form an integral part of these financial statements. Chief Executive Officer Director 71=:'11‘/: FATIMA ENERGY LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30, 2012 Share capital Accumulated loss Total Rupees Balance as at June 30, 2010 350,000 Loss for the year ended June 30, 2011 • (107,125) 242,875 (1,230,585) (1,230,585) (1,230,585) (1,230,585) (1,337,710) (987,710) (3,394,442) (3,394,442) (3,394,442) (3,394,442) (4,732,152) (4,382,152) Other comprehensive income Total comprehensive toss Balance as at June 30, 2011 350,000 Loss for the year ended June 30, 2012 Other comprehensive income Total comprehensive loss Balance as at June 30, 2012 350,000 The annexed notes from 1 to 16 form an integral part of these financial statements. Chief Executive Officer Director FATIMA ENERGY LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED JUNE 30, 2012 2012 CASH FLOWS FROM OPERATING ACTIVITIES Note 2011 Rupees Loss for the year (3,394,442) (1,230,585) Adjustments for: Depreciation 1,123,009 Loss on sale of operating fixed assets 411,405 57,751 (2,213,682) (819,180) Changes in working capital Decrease/ (increase) in advances and short ter m prepayments 501,896 Increase in other payabtes 2,182,187 Net cash from/(used in) operating activities 470,401 (686,662) 188,702 (1,317,140) CASH FLOWS FROM INVESTING ACTIVITIES Fixed capital expenditure (104,826,742) Proceeds from sale of property and equipment (121,706,538) 3,014,140 Net cash used in investing activities (101,812,602) (121,706,538) Increase in loan from related party 101,013,409 123,519,369 Net cash from investing activities 101,013,409 123,519,369 CASH FLOWS FROM FINANCING ACTIVITIES Net (decrease)/increase in cash and cash equivalents (328,792) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT END OF YEAR 10 1,024,459 528,768 695,667 1,024,459 The annexed notes from 1 to 16 form an integral part of these financial statements. \ Chief Executive Officer 495,691 Director FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 1 LEGAL STATUS AND OPERATIONS 1.1 Fatima Energy Limited ('the Company), was incorporated in Pakistan on June 22, 2004 as a non-listed public company under the Companies Ordinance, 1984 The principal activity of the Company wilt be to own, operate and maintain a co-generation power plant at Sanawan, Kot Addu, Punjab Pakistan. The Company is in the process of setting up of its unit. The registered office of the Company is in Lahore. 1.2 These financial statements are presented in Pak Rupees, which is the Company's functional as well as presentation currency. 2 STATEMENT OF COMPLIANCE, BASIS OF PREPARATION AND SIGNIFICANT ESTIMATES 2.1 Statement of compliance These financial statements have been prepared in accordance with the approved accounting standards as applicable in Pakistan. Approved accounting standards comprise of such International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as notified under the provisions of the Companies Ordinance, 1984, the requirements of the Companies Ordinance, 1984 and the directives issued by the Securities and Exchange Commission of Pakistan (SECP). Wherever the requirements of the Companies Ordinance, 1984 or the directives issued by the SECP differ with the requirements of the IFRS, the requirements of the Companies Ordinance, 1984, and the said directives shall take precedence. 2.2 Standards, interpretation and amendment adopted during the year The following amendments to existing standards have been published that are applicable to the Company's financial statements covering annual periods, beginning on or after the following dates: 2.2.1 Standards, amendments to published standards and interpretations that are effective in current year and are relevant to the Company's operations Following are the amendments that are applicable for accounting periods beginning on or after January 1, 2011: - IAS 1 (amendment), 'Presentation of financial statements', is effective for annual periods beginning on or after January 1, 2011. The amendment clarifies that an entity may choose to present the required analysis of items of other comprehensive income either in the statement of changes in equity or in the notes to the financial statements. This amendment does not have a material impact on the company's financial statements. • IAS 24 (Revised), 'Related party disclosures', issued in November 2009. It supersedes IAS 24, 'Related party disclosures', issued in 2003. The revised standard clarifies and simplifies the definition of a related party and removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities. As this change only impacts presentation aspects, there is no Impact on the results for the year. IFRS 1 (Amendment) (effective 1 July 2011) These amendments include two changes to IFRS 1, 'First- time adoption of IFRS'. The first replaces references to a fixed date of 1 January 2004 with 'the date of transition to IFRSs', thus eliminating the need for entities adopting IFRSs for the first time to restate derecognition transactions that occurred before the date of transition to IFRSs. The second amendment provides guidance on how an entity should resume presenting financial statements in accordance with IFRSs after a period when the entity was unable to comply with IFRSs because its functional currency was subject to severe hyperinflation. The Company has determined that there is no material impact of the above amendment on the financial information. - IFRS 7, Disclosures on transfers of financial assets' (Amendment), issued in October 2010. The new disclosure requirements apply to transferred financial assets. An entity transfers a financial asset when it transfers the contractual rights to receive cash flows of the asset to another party. These amendments are as part the IASBs comprehensive review of off balance sheet activities. The amendments will promote transparency in the reporting of transfer transactions and improve users' understanding of the risk exposures relating to transfers of financial assets and the effect of those risks on an entity's financial position, particularly those involving securitization of financial asset. The Company has determined that there is no significant transfer of financial assets that require disclosure under the guidance above. 4 FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 - IFRS 7 (amendment), 'Financial instruments: Disclosures', is effective for annual periods beginning on or after January 1, 2011. The amendment emphasizes the interaction between quantitative and qualitative disclosures and the nature and extent of risks associated with financial instruments. The amendment does not have a material impact on the company's financial statements. 2.2.2 Standards, amendments to published standards and interpretations that are effective in current year but not relevant to the Company's operations The other new standards amendments and interpretations that are mandatory for accounting period beginning on or after July 01, 2011 are considered not to be relevant or to have any significant impact on company's financial reporting and operations. 2.2.3 Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Company The following IFRSs, amendments and interpretations are effective for accounting periods beginning on or after the date mentioned against each of them: Effective for period beginning from - IAS 2.3 1 Presentation of financial statements (amendment) January 1, 2012 -IAS 19 Employee benefits (amendment) January 1, 2013 -IAS 32 Financial instruments : Presentation -IAS 27 Separate financial statements -IAS 28 Investment in associates (Revised) -IFRS 7 Financial instruments: Disclosures January 1, 2013 January 1, 2013 January 1, 2013 January 1, 2013 -IFRS 9 Financial instruments January 1, 2013 -IFRS 10 Consolidated financial statements -IFRS 11 Joint arrangements January 1, 2013 -IFRS 12 Disclosure of interests in other entities -IFRS 13 Fair value measurement January 1, 2013 -IAS 32 Financial instruments: Presentation', on offsetting financial assets and financial liabilities January 1, 2014 -IFRS 9 Financial instruments January 1, 2015 January 1, 2013 January 1, 2013 Significant Estimates The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under circumstances, and the results of which form the basis for making judgment about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which estimates are revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods. Judgments made by management in the application of IFRSs that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in the ensuing paragraphs. Property and equipment The Company reviews the useful lives of property and equipment on regular basis. Any change in the estimates in future years might affect the carrying amounts of the respective items of property and equipment with a corresponding effect on the depreciation charge and impairment, if any. FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 Taxation The Company takes into account the current income tax taw and decisions taken by appellate authorities. Instances where the Company's view differs from the view taken by the income tax department at the assessment stage and the Company considers that its view on items of material nature is in accordance with law, the amounts are shown as contingent liabilities. 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 3.1 Payables Liabilities for other payables are carried at their cost which is the fair value of the consideration to be paid in the future for goods and services received whether billed to the Company or not. 3.2 Provisions Provisions are recognized in the balance sheet when the Company has a present, legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. 3.3 Borrowings Loans and borrowings are recorded at the proceeds received. Finance cost are accounted for on an accrual basis and are included in interest accrued on loans to the extent of amount remaining unpaid, if any. 3.4 Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sate, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying asset is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are recognized in profit and loss account. 3.5 Taxation Profit and gains derived by the company from electric power generation project are exempt from tax under clause 132 of the Part I of the Second Schedule to the Income Tax Ordinance, 2001. The company is also exempt from minimum tax on turnover under clause 15 of the Part IV of the Second Schedule to the Income Tax Ordinance, 2001. However, full provision will be made in the profit and toss account on income from other sources not covered under the above clauses at current rates of taxation after taking into account tax credits and rebates available, if any. 3.6 Property and equipment Property and equipment except capital work in progress are stated at cost less accumulated depreciation and any identified impairment loss. Capital work in progress is stated at cost less any identified impairment Loss. Cost also includes capitalized borrowing costs as referred to in note 8.3. Depreciation on property and equipment is charged to profit and loss account on the straight line method so as to write off the depreciable amount of an asset over its estimated useful life at the annual rates mentioned in note 8,1.1. FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 Depreciation on additions to property and equipment is charged from the month in which an asset is acquired or capitalized, while no depreciation is charged for the month in which the asset is disposed off. The assets' residual values and useful lives are reviewed, at each financial year end, and adjusted prospectively, if impact on depreciation is significant. The Company assesses at each balance sheet date whether there is any indication that property and equipment may be impaired. If such indication exists, the carrying amounts of such assets are reviewed to assess whether they are recorded in excess of their recoverable amount. Where carrying values exceed the respective recoverable amount, assets are written down to their recoverable amounts and the resulting impairment loss is recognized in profit and loss account. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Where an impairment toss is recognized, the depreciation charge is adjusted in the future periods to allocate the asset's revised carrying amount over its estimated useful life. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repair and maintenance costs are charged to profit and loss account during the period in which they are incurred. The gain or loss on disposal or retirement of an asset represented by the difference between the sale proceeds and the carrying amount of the asset is recognized as an income or expense. 3.7 Capital work in progress Capital work in progress is stated at cost less any recognized impairment toss. All expenditure connected with specific assets incurred during installation and construction period are carried under capital work in progress. These are transferred to specific assets as and when these assets are available for use. 3.8 Cash and cash equivalents Cash and cash equivalents are carried in the balance sheet at cost. For the purpose of cash flow statement, cash and cash equivalents consist of cash in hand and balances with banks. 3.9 Related party transactions Transactions with related parties are priced on arm's length basis. Prices for these transactions are determined on commercial terms and conditions. 3,10 Financial instruments Financial assets and financial liabilities are recognized at the time when the Company becomes a party to the contractual provisions of the instrument and de-recognized when the Company loses control of contractual rights that comprise the financial assets and in the case of financial liabilities when the obligation specified in the contract is discharged, cancelled or expired. Any gain or loss on derecognition of financial assets and financial liabilities is included in the profit and loss account currently. 3.11 Offsetting of financial assets and liabilities Financial assets and liabilities are offset and the net amount is reported in the financial statements only when there is a legally enforceable right to set off the recognized amount and the Company intends either to settle on a net basis or to realize the assets and to settle the liabilities simultaneously. 3.12 Foreign Currencies Transactions in currencies other than Pak Rupees are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date except where forward exchange contracts have been entered into for repayment of liabilities, in that case, the rates contracted for are used. Gains and losses arising on retranslation are included in profit and loss for the year. FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 2011 2012 4 ISSUED, SUBSCRIBED AND PAID UP CAPITAL Rupees 2012 2011 Number of shares 35,000 35,000 Ordinary shares of Rs. 10 each fully paid in cash 350,000 350,000 35,000 35,000 350,000 350,000 4.1 There was no movement in issued, subsucribed and paid up capital during the year. 5 LOAN FROM RELATED PARTY - UNSECURED This represents amount payable to Fatima Sugar Mitts Limited - an associated company. It carries markup at the rate of one month Kibor plus 3% per annum. 2012 6 OTHER PAYABLES Note Due to associated undertaking 6.1 Accrued expenses 2011 Rupees 986,486 1,256,903 168,067 Withholding tax 143,925 Others 262,000 11,210 2,505,389 323,202 6.1 This represents payable to associated undertaking against consultancy charges incurred on behalf of the company. 7 CONTINGENCIES AND COMMITMENTS 7.1 Contingencies There are no significant contingencies at balance sheet date. 7.2 Commitments Termination fee payable under non cancellable contract aggregates to Rs. 6,198,400 (2011: Rs 6,488,846). 2012 8 PROPERTY AND EQUIPMENT Note Operating fixed assets 8.1 8.2 Capital work in progress 2011 Rupees 83,166,307 210,741,030 2,579,679 156,227,437 293,907,337 158,807,116 • FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 8.1 Operating fixed assets 8.1.1 As at June 30, 2012 COST Description As at July 01, 2011 Additions / (Disposals) ACCUMULATED DEPRECIATION As at June 30, 2012 As at July 01, 2011 Charge for the As at June 30, year I (on 2012 disposals) Book value as at June 30, Annual rate of 2012 depreciation % Rupees Land 79,570,058 Computers Office equipment 79,570,058 79,570,058 147,423 598,000 745,423 29,211 146,314 175,525 569,898 25 69,085 55,800 113,185 12,251 9,099 19,646 93,539 10 (11,700) Furniture and fixtures Vehicles 2,774,576 (1,704) 275,000 275,000 4,282,670 3,528,915 369,943 (3,528,331) June 30, 2012 2,991,084 84,781,528 16,042 16,042 258,958 10 951,554 855,061 2,673,854 20 1,066,274 83,166,307 (466,436) 84,232,581 411,405 (3,540,031) 1,123,009 (468,140) 8.1.2 As at June 30, 2011 COST Description As at July 01, 2010 Additions ACCUMULATED DEPRECIATION As at June 30, 2011 As at July 01, 2010 Charge for the As at June 30, year 2011 Book value as at June 30, Annual rate of 2011 depreciation % Rupees Computers 147,423 147,423 29,211 29,211 118,212 25 69,085 69,085 12,251 12,251 56,834 25 Vehicles 2,774,576 2,774,576 369,943 369,943 2,404,633 20 June 30, 2011 2,991,084 2,991,084 411,405 411,405 2,579,679 Office equipment • FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 8_1.3 The following assets were disposed off during the year: Cost Description Accumulated depreciation Carrying value Sate proceeds Rupees Office equipment Mode of disposal 11,700 1,704 9,996 Toyota Corolla XLI 1,387,288 323,700 1,063,588 1,015,833 Negotiation Honda Civic 2,141,043 142,736 1,998,307 1,998,307 Negotiation 3,540,031 468,140 3,071,891 3,014,140 Scraped Vehicles 2012 2011 • • FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 2012 8.2 Capital work in progress Note 2011 Rupees Land 71,102,967 Payments to consultants/contractors against technical services Unallocated expenditures: Consultancy services Finance cost 8.3 Legal and professional charges 88,375,150 35,069,698 23,100,583 48,101,976 21,880,265 13,633,597 6,116,658 3,388,958 Salaries, wages and other benefits 26,312,110 6,280,589 Travelling and conveyance 15,588,274 4,714,934 Communication and postage charges Others 474,616 73,498 2,671,663 122,365,880 82,931 50,054,772 210,741,030 156,227,437 8.3 The amount of borrowing cost capitalized during the year is Rs. 34,468,379 (2011: Rs. 6,828,533).The rate used to determine the amount of borrowing cost eligible for capitalization is mentioned in note 5. 9 ADVANCES AND SHORT TERM PREPAYMENTS 2012 Note Advance income tax 12,096 655,254 31,631 57,930 19,312 184,766 686,662 20,000 675,667 1,005,399 695,667 1,024,459 1,123,009 411,405 30,122 238,084 1,304,616 88,451 81,182 232,114 147,494 69,688 Fee and subscription 203,211 126,196 53,894 47,058 Printing and stationery 374,763 26,704 Others CASH AND BANK BALANCES Cash in hand Cash at bank in current accounts - local currency 11 Rupees 95,205 Advances to employees for expenses Prepaid insurance premium 10 2011 19,060 ADMINISTRATIVE EXPENSES Depreciation Entertainment expenses Vehicles running and maintenance Auditors' remuneration Insurance Medical expenses Loss on sale of operating fixed assets Others 8.1.1 57,751 5,141 4,144 3,394,442 1,230,585 FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 12 FINANCIAL INSTRUMENTS The Company has exposure to the following risks from its use of financial instruments: Credit risk Liquidity risk Market risk This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. Further quantitative disclosures are included throughout these financial statements. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board is responsible for developing and monitoring the Company's risk management policies. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their rotes and obligations. The Board of Directors reviews and agrees policies for managing each of these risks. • 12.1 Credit risk Credit risk is the risk of financial toss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. To manage credit risk, the Company maintains procedures covering the application for credit approvals, granting and renewal of counterparty limits and monitoring of exposures against these limits. As part of these processes, the financial viability of all counterparties is regularly monitored and assessed. The Company is exposed to credit risk from its operating activities primarily for financial assets. The Company's credit risk exposures are categorized under the following headings: 12.1.1 Counter parties As Company has not started operations yet, so, presently there is not major counterparty except consultants for technical consultancy. 12.1.2 Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: 2012 2011 Rupees Cash and Bank balances 12.2 695,667 1,024,459 695,667 1,024,459 Liquidity risk management Liquidity risk reflects the Company's inability in raising funds to meet commitments. Management closely monitors the Company's liquidity and cash flow position. • FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 12.2.1 Liquidity and interest risk table The following table details the Company's remaining contractual maturity for its non-derivative financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities. Carrying amount and contractual cash flows of financial liabilities are approximately same. Carrying amount 2012 2011 Rupees Maturity upto one year Maturity upto one year 248,562,557 48,101,976 147,549,148 Markup payable to related party Other payables Maturity upto one year 1,248,486 155,135 297,913,019 161,337,880 Loan from related party • 12.3 13,633,597 Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Company's cost. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on risk. 12.3.1 Foreign currency risk management Pak Rupee (PKR) is the functional currency of the Company and as a result currency exposure arise from transactions and balances in currencies other than PKR. The Company's potential currency exposure comprise: • Transactional exposure in respect of non functional currency monetary items. - Transactional exposure in respect of non functional currency expenditure and revenues. The potential currency exposures are discussed below: Transactional exposure in respect of non functional currency monetary items Monetary items, including financial assets and liabilities, denominated in currencies other than the functional currency of the Company are periodically restated to PKR equivalent, and the associated gain or toss is taken to the profit and toss account, The foreign currency risk related to monetary items is managed as part of the risk management strategy. Transactional exposure in respect of non functional currency expenditure and revenues Company is in development phase and there are only expenditures relating to foreign consultants which are not in Pak Rupees. These currency risks are managed as a part of overall risk management strategy. The Company does not have exposure to foreign currency risk except for commitments as at June 30, 2012 amounted to Euro 52,000 (2011: 52,000) relating to Termination fee, payable on cancellation of contract. 12.4 Interest rate risk The interest rate risk is the risk that the value of the financial instrument will fluctuate due to changes in the market interest rates. Profile At the reporting date the interest rate profile of the Company's interest bearing financial instruments are: - - FATIMA ENERGY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2012 2012 2011 2012 2011 Rupees Loan from related party 12.5 15.04 15.96 34,468,379 6,828,533 Determination of fair values Fair value of financial instruments Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable witting parties in an arms length transaction other than in a forced or liquidation sate. The carrying values of all financial assets and liabilities reflected in the financial statements approximate their fair values. 13 RE-CLASSIFICATION AND RE-ARRANGEMENTS Corresponding figures have been re-classified and re-arranged wherever necessary to reflect more appropriate presentation of events and transactions for the purpose of comparison. Significant re-classification is as follows: 14 From To Reasons Office equipment Computers For better presentation Rupees 147,423 TRANSACTIONS WITH RELATED PARTIES The related parties comprise associated undertakings, directors of the company and key management personnel. The Company in the normal course of business carries out transactions with various related parties. The amount due to is shown under note related to loan from related party and markup payable on this loan. Significant transactions with related parties are as follows: Nature of relation Nature of transactions 2012 2011 Rupees Associated company Receipt of loan 101,013,409 Markup payable on loan 34,468,379 Consultancy fee paid on behalf of Company 15 123,302,967 6,828,533 986,486 DATE OF AUTHORIZATION FOR ISSUE These financial statements have been approved by the board of directors of the Company and authorized for issue on OC4Qbeiv Oh y. ;')-4711-2 16 GENERAL The figures have been rounded off to the nearest Rupee. Chief Executive Officer Director t, , e cci 0e ci "cc D cup h;:is e toti,il o HH H bill;un; CSC goe v,:s.1181 billion RP,118, rPlation Lo the deveiopinenl_ of the the fr,-elov.,,iT, mc);-,.u'osidlaries e'; i ..-,sry out a the nececseot FPC works: Shanghai Mw-ine founded in lhC11t no c e (h(°711 \ p;,,r-t; cC cl. .)-1 Industry • i.;. rhloa C.; ccc / 11 is cL, - ,f ;- iJ 2 1urrikey is W; - 1 „-) 1; 0', I :1,1•J Prti,,e;c.ts, • ccc,,H • co ;q7,1r,ei:', ,-; by the D ph-Loiy MW 2 /4 MAN !-'rojt fur PM 1)rojoct fc, • s Cier)sc-ts 21Dvl\N'21,::: ,-,;c;,?.:).,:2 ,,,H, ( Tr • Karopisid-fn,, L20p7 Dios& Enginc CSIC-711 Experience List • • Biomass and Environmental Protection Projects 4'11011111113Y4t111%-t--flIAM '.1.111 1 rirdirth Is. CSIC Experience List for Biomass Power Plants Project Cost Sr. # Project Name Project Project Capacity Name Project RMB US$ Completion Million Million Date CSIC Role Engineering, 2x130T/h Design, Equipment Weixian Boilers+2x24MW Supply, Erection Biomass EPC 552 85 2007 1 30 Steam Turbine Work, Contractor Power Plant Generator Commissioning Engineering, 2x130T/h Design, Equipment Sheyang Boilers+2x24MW 2 Supply, Erection Biomass EPC 561 Steam Turbine Work, 86 2007 6 26 Contractor Power Plant Generator Commissioning Engineering, 1x130T/h Design, Equipment Chengan Supply, Erection Biomass Boilers+1x24MW 3 299 46 EPC 2007 2 24 Steam Turbine Work, Power Plant Generator Commissioning Engineering, Design, Equipment 4 Contractor Yunnan Shaotong EPC Supply Erection Waste Gas Work, Generation Commissioning Power Plant 2*6MW 168 26 2009 12 Contractor Eng.neenno C7Jangxi Design Egilipment Fdstil 5 SLc,-,ply Erc. cY",r Vslo k 2 IcriaS 6 1 06:?k,J1/ 7 ,'J- EPC ,:0 i0 'Orltrseter Pl'OteCTiC11 1_17 t - -MAK firaU..° Weixian Biomass Power Plant AW Steam Turbine Generator 2x130Tili Boilers'-2x241■ Energy Ci:.-1:1:5?::vai- ic-E. ar:d Euvf ronnieni Power P7cf ect t --MAW Sheyang Biomass Power Plant 2x130T/h Boilers+2x24MW Steam Turbine Generator •Fa1E1'u ei Proje: fr" _ 7,iroEment'a I Protection t ChengAn Biomass Power Plant 1x130T/h Boilers+1x24MW Steam Turbine Generator -t--krgrA a i1d - We will forge a platform in which career success can be 41111111, achieved by our employees, innovate business to add more value to our customers, make every effort to maximize the value of enterprise, and try to become an international competitive and respectful corporation. AIELft= Witt--11MWAY4.1.fititib*IkARtsf-0., stAtit. IIMAYark41:11WA-10.21JrtkikAtill. 411111111111110 Better Power Solutions, Better Services! ketert St-filigliP#11#315111b3bii**1141.0011.* 41111110 To take the lead in China both in the technology and product of Diesel Engines and Power System. Atom layentoniquartairavoqofitms. (64 t--HR -tcnest !-, realistic siTle c4 ?•-4c1 cooperatic7. 111111111V Allr 01111MIN Fatima Energy i'11 1 0 EXTRACT OF MINUTES OF MEEING OF THE BOAkD OF DIRECI ORS OF FATIMA ENERGY LIMITED HELD ON JANUARY 18, 2013 Resolved that each of Mr Fowud A11111(2d Mukhtar and Mt I azdl Al mod -Inorl-.1 1 have Jointly and severally been duly euthonzed to 1 File (1) the Application for Generation 1 icenso hi) the !di ift Petition, arid hi,) any documents in support thereof and/or to make any or representations on behalf of Fatima Energy 1 milted, before the National Electric Power legulatory Authority in relation to 120 MIN co-generation power project of Fatima Energy t united intended to be situated at the site of Fatima Sugar Mills Lmited, Senawan, I ohsil Kot Ado, District klieattargarh Punjab Pakistan, and To undertake any mditer(s) necessdi y or incidenial Morel() • CERTIFIED TRUE COPY I hereby certify that the above resolution was rely passed at the mooting at the Hoard of !rectors of the Comp=any heist on .ianilary 1%3 ":e1.3 COMPANY SECRETARY ,1 Plant Site Fe7di ra,uh.S;•-inawdn, Sot Aden, PABS 52 66 ?260`)1,4-:,, i ax f 22 66 2250512 ■ ..hi Office I 110, Khayaban e Jin1411), 1.1110re C, 1110 , Pslt< ; 112 42 111 I Al IMA (111,-120 1521,1-,A ■ -1!..• 1 2 :14‘2112469, Web www lalima-group COW 1.0 GENERAL 2 2.0 SCOPE OF WORK 3 3.0 EXTENT OF WORK 5 3.1 MOBILIZATION PERIOD ........ 5 3.2 OPERATING PERIOD. 6 33 THE OWNERS OBLIGATIONS 9 4.0 TERMS OF THE AGREEMENT 10 4.1 MINIMUM ANNUAL COMMERCIAL AVAILABILITY 10 4.2 TERMINATION OF CONTRACT 11 4.3 EVENTS OF DEFAULT 11 4.4 FORCE MAJEURE 11 5.0 OTHER TERMS & CONDITIONS 12 6.0 EXPIRY OF O&M PERIOD 12 7.0 VALIDITY OF PROPOSAL 12 8.0 COMMERCIAL PROPOSAL 13 8.1 FEES 13 8.1.1 Mobilization Fee 13 8.1.2 Fixed Monthly Fee 13 8.1.3 Variable Fee 13 82 PRICE ESCALATION 14 8.3 PAYMENT PROCEDURES & SECURITY 14 ANNEXURE-A (PROPOSED ORGANIZATION STRUCTURE) Operation & Maintenance (O&M) Proposal Page 1of 15 15 O&M Solutions is pleased to presents this proposal to Fatima Energy (Pvt) Ltd. to provide Operation & Maintenance (O&M) Services for the proposed 100 MW Bagasse & Coal Fired Cogeneration Plant adjacent to Sugar Mills Ltd. in the Kot-addu District , Punjab, Pakistan. This Power Plant is intended to ensure cheap, reliable and uninterrupted power & steam supply for the Sugar Mills. However, surplus power shall be added into national grid The plant will operate proximately for a certain period of days on bagasse during the cane crushing season of the sugar plant. The plant shall also operate during the off-season for a certain period days approximately on reserved Bagasse and Imported Coal. • At the award of contract O&M Contractor shall mobilize, operate, and maintain the power plant for the period of (07) years. Operation and maintenance of the power plant shall be carried out in accordance with the prudent Cogeneration plant practices. This obligation comprises: • Arrangement of a complete and competent operation and maintenance staff and the supervision and management hereof. • Execution of all necessary day to day services and maintenance as well as major overhauls in accordance with original equipment manufacturer's instructions. • Operation of the plant within the operation criteria. Operation & Maintenance (O&M) Proposal Page 2 of 15 ' The operation and maintenance scope should essentially comprise all materials, plant & equipment and services required to make the plant operationally safe, and environmentally compatible. The arrangement shall be completed in all respects depending upon the selected technology. Scope of work include, but not limited to, following O&M activities: i. Bagasse handling system and manual reclamation ii. Coal receiving, handling (manual reclamation) and management of coal storage yard and coal conveying system. iii. Raw water system, water treatment system, cooling water system, waste water treatment and disposal systems. iv. Ash handling system and disposal arrangements. v. Power Island comprising of Boilers, Steam Turbines, Generators, Condenser, Transformers, heaters, deaerator, piping, cables, pumps, etc. vi. Steam supply, power supply and condensate system connected to the sugar mills. vii. HV, MV and LV electrical systems including 132kV switch yard viii. Electrical protection systems and Metering Systems. ix. HSE as per applicable standards and best industry practices x. Management of Security of plant and colony. xi. Fire alarm and protection system. xii. Identification and management of plant safety, efficiency, reliability and security improvement projects. xiii. Procurement assistance and warehouse management for spare parts, consumables, fuel, etc. Operation & Maintenance (O&M) Proposal Page 3 of 15 if l 1!()", ', ( ooHltlation wtn ',A/APDA/^',[)(. )ant 05 per PPA provIsions xv Planning, management and execution of outages (forced and scheduled). xvi. Management of Statutory, insurance and lenders requirements related to O&M of the plant xvii. Workshop operations. xviii. Data collection and record keeping. xix. General maintenance of infrastructure within power plant like buildings, roads, etc. xx. Green areas. Operation & Maintenance (O&M) Proposal Page 4 of 15 Hilk The O&M period shall start and the O&M Operator shall take over the operation of the power plant upon the following conditions • The mobilization fee has been paid prior to the start of the mobilization. • The plant has been fully tested and commissioned by the EPC Contractor and is able for unlimited operation. • The necessary permits for commercial operations have been granted, including applicable environmental permits, if any. • All relevant insurance policies have been established and accepted by the O&M Operator. A "Start of O&M Period Certificate" shall be signed by both parties and include possible comments by the parties to the present state, inventory, etc. of the power plant. The mobilization will commence at least 6 months prior to the startup of the O&M period. In performing the O&M Services hereunder, the O&M Contractor shall under the direction of the Owner as to the objective to be obtained but shall be free to exercise its discretion as to the methods and means of its performance of the Services. 3.1 Mobilization Period Mobilization Period shall commence at least 6-months prior to the COD for training and familiarization of the operators. The organization will be in accordance with the organization diagram attached as Annexure-A to the proposal. During this period Operator shall only claim the lump sum fee per month which shall cover the salaries, transportation, site office, hiring, food expenses and fixed fee. Following are the obligations of the operator during the mobilization phase: Operation & Maintenance (O&M) Proposal Page 5 of 15 tp \ , 3.2 II I ---Number Description 3.1.1 0,-„, ,igniito the Ope,ratoCs Rei)i ttier'tative willi signatory authority, no later than Seven (07) days offer the Native to Proceei 3.1.2 Rationalization of miscellaneous plant teams as per proposed structure within 3 months period, after the Notice to Proceed, with help of Owner 3.1.3 Critical; Strategic parts inventory rationalization. 3.1.4 Audit/Purchase goods and services (e.g. safety gears, consumables and operator tools) in accordance with the O&M Agreement and as required in order to ensure safe and reliable operations of the Facility during the term of the O&M Agreement 3.1.5 New hiring of job qualified persons if required. 3.1.6 Review of Permits and Consents. 3.1.7 Review of Plant Operational Procedures and best practices. 3.1.8 Preliminary briefing and introduction of the contact person (s) to NTDC with help and consent of Owner in order to reduce the communication gap, if any. 3.1.9 Prepare, and submit to Owner for its review and approval, the initial Annual Operating Plan for the Operating Period no later than thirty (30) days after the Notice to Proceed. Operating Period Following are the obligations of the operator during the Operating Period: Number Description 3.2.1 Provide Operations and Maintenance services for the Facility, including associated and appurtenant mechanical and electrical auxiliaries and water treatment equipment, as necessary to perform the Work and to operate and maintain the Facility in accordance with Prudent Utility Practice, applicable Governmental Rules, OEM manuals/instructions and other manufacturers' guidelines. 3.2.2 On an annual basis coordinate in advance with Owner Facility outages and power deliveries to the electrical system, all in accordance with Annual Operating Plan and other regular maintenance programs. Operation & Maintenance (O&M) Proposal Page 6 of 15 10)1 R 11()\• Number 3.2.3 Description 3 "eoare, forty and 1,j;D:111t he (45) Says t) Diet ).' j' , T'', ir)). 0'," : Annual Operating Plan for the Pa Owner snail nave a nn later tnan cc. ,, Irll'ill',:entent of the Year, the ility for the following Year. perco of thirty (30) days from the day of Operator submittal to furnish comments or approve the Annual Operating Plan. If no input from Owner is obtained within the thirty (30) days, such Annual Operating Plan shall be deemed accepted by Owner. Maintain at the Facility accurate and up- to-date operating logs, 3.2.4 records, daily, weekly, monthly and annual reports regarding the operation and maintenance of the Facility All such records to be Agreement. Perform periodic overhauls and maintenance required for the Facility in accordance with OEM manuals. Operator shall furnish Owner with reasonable advance notice of any change in the annual maintenance which is reasonably expected to affect the availability of the Facility. maintained for the duration of the O&M 3.2.5 3.2.6 Implement an equipment repair and preventive maintenance program that meets the specifications of the OEM. 3.2.7 Provide reasonable technical engineering support for solving operation and maintenance problems for the Facility. 3.2.8 Perform the management services required to procure spare parts, overhaul parts, tools, equipment, and supplies required to operate and maintain the Facility in accordance with the recommendations of the OEM. 3.2.9 Recommend Facility modifications, capital repairs, replacements and improvements and, at Owner's written direction, implement the same as an Extraordinary Expense. 3.2.10 Maintain accounting records regarding the O&M in accordance with generally acceptable accounting principles. 3.2.11 Reasonably assist Owner in the enforcement of contractor, subcontractor and vendor warranties and guarantees, if any. 3.2.12 Forecast fuel requirements and schedule deliveries of such fuel(s) for the Facility and monitor the sufficiency in terms of quantity and quality. Operator shall not be responsible for any costs, damages and expenses resulting directly from fuel(s) which are not in accordance with approved specifications as per the O&M Agreement and Prudent Utility Practice. 3.2.13 Pay income tax imposed on Operator's personnel and business profit tax imposed on Operator's income. 3.2.14 Schedule, hire and supervise subcontractors as may be required for the performance of Work. 3.2.15 Operator shall update the operations and maintenance manual as appropriate. Operation & Maintenance (O&M) Proposal Page 7 of 15 iDecriphon Number 3 2 16 9perator shall Prepor poi ; t/ii)ntl;!, H weekly reports for Pk:Int 3.2.17 maintain Facility tool room eaiwnrnent on i instruments 3.2.18 Maintain Facility fire protection gnd safety equipment 3.2.19 When forced and unforeseen outages occur, Operator shall notify Owner of the existence, nature, and to the extent possible, expected duration of the such outage as soon as practical. Operator shall inform Owner of changes in the expected duration of such outage 3.2.20 Operator shall maintain an accurate and up-to-date operating log at the Facility with records of real and reactive power production for each clock hour; changes in operating status, scheduled outage and forced outages; and number of start-ups. 3.2.21 Obtain in timely fashion and maintain in effect all governmental permits, licenses and approvals required to be held by Operator and its employees in order to perform its Work under the O&M Agreement. 3.2.22 Maintain good communications and relations with the community and Governmental Authorities. 3.2..23 Provide lubricating oils and greases provided Owner has already engaged a long term service/supply agreement with some Party who could provide such greases and lubricants as per OEM recommendations. 3.2.24 Prepare and submit the annual CAPEX improvement and associated saving proposal to owner for approval. However CAPEX cost shall be borne by the OWNER and associated savings shall be shared on mutual agreement. 3.2.25 Operator shall have the full access to workshop, related tools and equipment which are currently being used. However for any special tool or crane the Operator may back charge such costs to Owner. 3.2.26 Operator shall have complete access to the MMS and have right to procure the materials required for the O&M. In addition to that Operator shall be responsible for replenishing those parts which would be available in the warehouse at the time of Notice to Proceed. However for additional or new spares either operator shall procure and back charge or the Owner shall arrange such part (s). 3.2.27 Operator shall accrue the Major Overhaul amount on best of his knowledge basis however if after opening the turbine(s) some surprises come or OEM recommends then that cost shall be borne by the Owner. 3.2.28 Run Facility as per PPA and FSA requirements as applicable to this O&M Agreement. 3.2.29 Operator is responsible to maintain the landscaping and upkeep of the grounds (driveways, parking lots, fences, etc.) as provided by the Owner. Operator shall be responsible for building and roads maintenance, Painting and Flooring during whole term of the Contract. 3.2.30 Operation & Maintenance (O&M) Proposal Page 8 of 15 A precondition to the obligations of the O&M is that the Owner will provide the following (costs related hereto to be borne by the Owner): 3.3.1 Designate Owner's Representative with signatory authority, no later than seven (07) days after the Notice to proceed. 3.3.2 Make payment to the Operator as agreed in O&M Agreement in the account specified thereto Provide adequate and safe access to Facility. 3.3.4 3.3.5 3.3.6 3.3.7 3.3.8 3.3.9 3.3.10 3.3.11 3.3.12 3.3.13 Provide drawings, specifications, diagrams and other information regarding the Project that is required for the operation and maintenance of the Facility including those furnished to Owner by construction contractors. Obtain and maintain in effect all government licenses, permits and approvals necessary to operate and maintain the Facility as required by Governmental Rules and Governmental Authorities, other than such licenses, permits and approvals as the Operator is obliged to obtain and maintain in accordance with Part A and B. Pay all taxes and lease expenses incurred related to the Plant, including, without limitation, withholding, national and regional, sales, use, stamp, gross receipt, fuel and value added taxes, as well as import and customs duties, if any, and port lease expenses. Ensure the minimum quality/quantity of fuel, Baggase/Coal, as per EPC designed requirement. Provide and maintain in force throughout the term of the O&M Agreement all insurance policies required by the Owner (including but not limited to All Risk Property insurance, Boiler and Machinery Breakdown insurance as well as insurance for Business Interruption and/or Loss of Profit). Arrange labor and consumables for any Warranty Claim maintenance. After Warranty Claim Operator shall arrange the labor and consumables. Provide Operator open and safe access to workshop, related tools and equipment, and warehouse. Provide Operator with lifting devices and special tools as supplied under the Supply Contract for the Major Equipments. Owner shall provide family accommodation for Operator staff according to the agreed organogram, however responsibility of maintenance for entire colony will reside with Operator. Owner shall provide adequate vehicles, mobile crane, dumper, loader, electrical boom gantry. However Operator shall maintain Operation & Maintenance (O&M) Proposal Page 9 of 15 HD,vDv -3. w 3.3.14 Own Lta 'tae [ental s' t:nt-t_11! provide oroper Open, tt..Y -2 Owrle to tne order for Operator to ,induct the A accordance with this Agreemen + Owner shall tt,')1A h,--trmiess and indemnify Op erator for all ciarms.losses and — from Owner's failure to provide proper security 3.3.15 Owner to provide fixed telephone lines and broad band internet connections to Operator. Operator shall pay for the use of such telephone lines and internet connections 3.3.16 Owner shall take appropriate actions at its own expense for the removal, remediation, and avoidance of any hazardous material, sludge and ash disposal . However, Operator is responsible to collect such hazardous material, sludge and ash in suitable containers or area within the Facility. 3.3.17 Arrange for custom clearance and local transportation of all of the imported equipment, spare parts, materials or supplies for the Facility. 3.3.18 Owner shall provide strategic and safety spares required for the reliability and availability of the Plant. Operator shall assist in preparing lists for such spares and later on Operator shall replenish these spares provided these may not be used under Warranty Period. 3.3.19 Owner shall provide all spare parts, consumables, chemicals, filters and fuels during mobilization phase thru EPC Contractor. 3.3.20 Owner shall provide proper storage facility for the spare parts during whole term of the Contract. 3.3.21 Owner shall also be responsible to provide sufficient quantity of chemicals related to the process during whole term of the contract. All sorts of invoicing and financial matters dealing with Power Purchaser or Institutions shall be done by the Owner however Operator may provide support, if required. 3.3.22 3.3.23 Long Term Service Agreement (LISA) with steam turbine manufacturer and all associated costs of spares and labor. 4.0 TERMS OF THE AGREEMENT 4.1 Minimum Annual Commercial Availability The Contractor shall be responsible to ensure the Annual Availability of the plant according to the agreed PPA over the term of the contract. Other Guarantee parameters are in accordance with performa-8 f the RFP, which are subject to the results proved by EPC. Operation & Maintenance (O&M) Proposal Page 10 of 15 ■ I lilt l I I( \ the right to teiminate may only be exer cbeci it wilting, by either party, and the contract shall stand terminated within 90 days of such notification. If a party elects not to exercise such right, it shall be deemed waived. Termination Buy Out Mechanism shall be devised at the time of finalization of O&M Agreement. Either Party (the "Non-Defaulting Party") may terminate this Agreement for default if the other Party (the "Defaulting Party") (i) becomes Insolvent or (ii) the Defaulting Party commits a material breach of this Agreement and fails to cure the breach within thirty (30) days of notice from the NonDefaulting Party, or if it is not possible to cure such breach within thirty (30) days of such notice, fails to commence to cure the breach and diligently proceed with the cure to complete as soon as reasonably possible. For avoidance of doubt, it is agreed that (a) non-payment of undisputed amounts by either party owed to the other for a period of 30 days after such payment is due, and (b) abandonment of the Facility, or failure to operate the plant for any reason other than Force Majeure or planned/forced shutdowns shall be considered to be material breaches. 4.4 Force mai ire Neither Owner nor Contractor shall have any liability or be considered to be in breach or default of its obligations under this Agreement to the extent that performance of such obligations is delayed or prevented, directly or indirectly, due to: (i) any damage, failure, breakdown or physical inoperability of the power station; (ii) act of government, war, strike, damage, failure, breakdown or physical inoperability of the transmission system, preventing the Operator from generating and transporting electricity to the electricity distribution system; (iii) any other cause or matter beyond the control of the Operator concerned. Operation & Maintenance (O&M) Proposal Page 11 of 15 Following terms and conditions shall be mutually agreed at the time of finalization of O&M Agreement ■ Limitation of LDs (Since LDs have not been provided with RFP, So LDs impact has not been considered in proposal) • Maximum Aggregate Limits Impact of PPA and BESPA have not been accounted for however these could be considered once these contracts shall be signed with respective parties. ■ Defect Liability/Breakdowns Limits We are confident that we together can find a mutually acceptable solution to the benefit of both Parties and we look forward to meeting you, at your earliest convenience, to further discuss the proposal. In the meanwhile and until we meet, should you require any further information and details, feel free to contact us at any time. 6.0 EXPIRY OF O&M PERIOD The O&M period expires on the date 07 years after the date of signing the certificate of "Start of O&M Period". On the expiry date, a "Completion Certificate" shall be signed by both parties mentioning that the O&M Operator has completed his O&M services and including possible comments by the parties on the present state, inventory etc. of the power plant. 7.0 VALIDITY OF PROPOSAL The proposal is valid for 180 days after the date of submission of this proposal unless prolonged by us in writing. Operation & Maintenance (O&M) Proposal Page 12 of 15 11 ti NI x, 11 f I The O&M Operator shall be entitled to invoice and be paid by the Owner the below mentioned fees. • • • Mobilization Fee Fixed Monthly Fee Variable Fee Payment shall be made to the O&M Operator's account as specified by him. Mobilization Period shall commence at least 6-months prior to the COD. During this period Operator shall only claim the lump sum fee per month which shall cover the salaries, transportation, site office, hiring, food expenses and fixed fee. The mobilization fee shall be paid prior to the start of the mobilization period, as the sum of the following firm and fixed amount in US$ i.e. 200,000/Month. Fixed monthly fee covers all the fixed costs under the O&M contract. This fee is independent of the production and will be invoiced and paid monthly as the sum of US$ 275,000/Month. Variable fee covers all necessary spare parts, consumables and manpower for maintenance. The variable fee will be invoiced and paid monthly, based on monthly meter readings at the high-voltage side of the step-up transformer as the sum of the following firm and fixed amounts in Rs i.e. 0.1482 Rs/KWh. Operation & Maintenance (O&M) Proposal Page 13 of 15 worked DUI 01 36'; ply, Note Since most of the commercial contracts and project details are unknown so all those recurring costs, fixed and variable costs could be changed accordingly. • The fees of this proposal are calculated on tax-free basis for goods, materials, liquids, equipment, and services etc. required for the O&M contract. EPC, PPA, Tariff determination and IA negotiations are yet to be finalized, therefore, either parties has the right to adjust their proposals, technically and materially, on the basis of finalized EPC and PPA. • Some of the costs may be adjusted on final selection of OEMs and Owner shall share the price of spares with the Operator. • All applicable taxes are pass-through as per RFP. PRICE ESCALA !ION Escalation in O&M Fee shall be made as 60% on USCPI & Fx and 40% WPI based with PPA rate shall be taken as the reference rate. 8.3 I yraient Procf:dures & Security This shall be mutually agreed between the Parties at the time of signing the O&M Agreement. Operation & Maintenance (O&M) Proposal Page 14 of 15 1 I )1 I If \ Stationed at Head Office Plant Manager (1) on-site staff Accountant (2) HSE Coordinator (1) Store Keeper (3) Other Staff (3) Manager Operations (1) Team Leader(1) Shift Incharge (4) •Managei_ Maintenanc(1);1 Team Leader (1) Mechanical Technician (4) Boiler Operator (8) Turbine Operator (8) Electrical Technician (4) Instrument Technician (2) Control Rom Operator (4) Contract Labor (for Bagasse/Coal Handling) Utility Operator (8) Chemist (4) Operation & Maintenance (O&M) Proposal Page 15 of 15 FEL — 2x '77-F7W11.7 0(,,p11 ,,, . tcil Plant - Technical A3st: ,4-Tzx"- ,r 44 4 Revision A January 2013 CdF INGENIERIE 2, we de Metz B P. 40142 57804 FREYMING-MERLEBACH cedex Phone. +333 87 81 15 67 - Fax +333 87 04 52 85 direction@cdfingenieneir www.cdfingenierie fr C F INGENIERIE F- E L 2x&O -- Technical Abstract SUMMARY 1 BACKGROUND (GENERALITIES) 3 2 CONTRACT 4 3 GLOBAL DATA 6 3.1 Bagasse characteristics 6 3.2 Coal characteristics 6 3.3 Sugar Mill requirements 7 4 TECHNICAL CHOICES 8 4.1 Preamble 8 4.2 Generalities 8 4.3 Boiler 9 4.4 Steam turbine 10 5 AWAITED POWER PRODUCTION 11 6 TIME SCHEDULE 12 • • Rcvsinn A 2/12 FEL -- 2)(60 1V1VVe B j 1 Coyenet,to Jn PIant — Technical Abstract BACKGROUND (GENERALITIES) Fatima Energy Lirrpted (FEL) is a subsidiary of the Fatima Group, located in Pakistan. FEL is planning the implementation of a 2 x 60 MWe coal/bagasse Power Plant in their Sugar Mill of Sanawan, Tehsil Kot Adu, District Muzaffar Garh in the Province of Punjab. ,u,anoata F o F3, 5.3136ac1 0 Lahr Jura har,wa T.,otts 0 Khan Pakistan 0 Sai111V a' 0 ,L'a,;8-1g;ar ,F".' 0 Ballaw4 ur Lhola):pu C Ja,c:aba7. 0 0 0 St• k4rptir O Urkara Lad''': -1 StA Rat rn?.rr Kt,n B1,11e2:Kar 0 Ja 0 Nowabshall O -a - Jo A:a0 Karach 0 0 Hy J,'abad Ray.S1hdr1 KIsha^:,.Jcd-op,r kmer0 ° Pal 0 0 El eawar OMIT. K-,as 0 0 C' ra 0 claipt..- This Power Plant is designed to feed the Sugar Mill in steam and to produce electricity during the crop season (November to April) in a cogeneration mode, and only to produce electricity during the off season (May to October). The whole quantity of electricity produced by the Power Plant will be sold on the national Pakistanis' grid. The needed electricity for the Sugar Mills will be directly delivered from the national grid. The Power Plant will then operate in 2 modes: 1- Conventional Power Plant operation (off season) - "Coal firing" 2- Cogeneration operation (crop season) - "Coal firing" - "Bagasse firing" Due to the lack of electricity production means in Pakistan, the Power Plant should operate at full load, with the minimum yearly stops (for maintenance). Revision A 3/12 FEL - 2x60 1NAW0 ∎?, 2 itien ?Lint — Technical Abst'act CONTRACT Due to the specificities of the Power Plant, Fatima Energy Limited intend to contract with a global contractor, based on an EPC (Engineering, Procurement and Construction) contract. FEL will be assisted by CdF INGENIERIE, a French engineering company with a wide experience in the fields of power generation, cogeneration, co-combustion, based on coal and biomass, including bagasse. The EPC contract will include in particular the following items: • Spreader Stoker boiler and auxiliaries: Boiler which can burn either biomass or coal, Flue gas de-dusting and treatment equipment, Bottom ash and fly ash removal equipment. ■ Power generating equipment: Turbo-generator equipped with condenser. The turbine will include LP steam extraction to supply the Sugar Mill and the Power Plant auxiliary facilities (thermal de-aerator and feed water heater), Steam system indented for vacuum generation within the condenser. ■ Feed water tank including in particular: Make-up water filtration station, Make-up water demineralization station equipped with demineralised water tank, Collector for LP steam condensates from the exchanger Power Plant/Sugar Mill, Feed water tank with thermal de-aerator, Feed water pumps. Air cooling system, Bagasse delivery and storage equipment together with bagasse feed line into the boiler, 11111 ■ Coal delivery and storage equipment (if necessary coal preparation plant) together with coal feed line into the boiler, ■ Evacuation system for combustion wastes, ■ Stack, ■ Power Plant electrical rooms and control room, ■ Electrical exchange switch bay in the national grid switchyard, ■ Auxiliary premises : offices - locker rooms • Civil works. Revision A 4/12 FEL -- 2,60 PA , Nr.., , - ).11 1L,on Plant - Technical Abstr act Generally sdeaking, the whole .nstallation will ')e at least in accordance to the World Bank standards and the Pakistan revised National Environmental Quality Standards (NEQS). The emissions limits are as follows: Emission limits (dry at 6% 02) NOx SO2 Dust CO 1,200 1,500 50 800 m•/Nm3 ms/Nm3 ms/Nm3 mg/Nm3 Taking into account of the technology of the boiler and the use of international coal, bagasse and cotton sticks, these limit values of emissions should be reached without Flue Gas Treatment (FGT) systems. This will have to be confirmed in the technical specifications set up. Nevertheless, the use of local coal might lead to the need of a FGT. • • Revision A 5/12 FEL - 2x60 MWa B 3'11-;.; 3 GLOBAL DATA 3.1 BAGASSE CHARACTERISTICS ) (11r,j2r, _ration PI int - Technical Abstr- lot During crop season, the Power Plant will be fed by the bagasse coming from the nearby Sugar Mill. The design annual amount of bagasse is 306 000 tons per year (i.e. 30% of 1 020 000 tons of cane cropped per year). So the Power Plant can be maintained to its nominal working point with 106 t/h of bagasse during the 120 days of the crop season. With such bagasse flow, only one boiler can run on bagasse mode. Thus coal will be also used during the crop season in the second boiler. If the bagasse is stored a long time, it will self-ferment. So the use of the bagasse must be as quick as possible after production. In that way, bagasse will be used at an optimal boiler consumption capacity. The bagasse has the following characteristics: Bagasse LHV Moisture Ash Volatile matters Sulphur Bulk density 3.2 6.8 - 8MJ/kg 46 - 53% 0 - 3.5% 31 - 48% 0 - 0.085% 100 - 170 kg/m3 COAL CHARACTERISTICS The Power Plant will be fed by international coal or local coal. For the design of the Power Plant, it has been considered that the main coal will be supplied from international bituminous coal. The basic characteristics of international coal are the following: South-African Coal LHV Moisture Ash Volatile matters Sulphur 23 - 29 MJ/kg 7 - 15% 4 - 16% 23 - 35% 0 - 0.6% In any case the Power Plant must be conceived to widely open the ranges of coal that could be used with the installed equipments. Revision A 6/12 2x60 1\111:`,/e c3 i l•s Is assumed Wa`= ine ianges or some example 3.3 • • • LHV, Swelling index, Ash content, • • Volatile matters, Size (grindability). 1; , 2.11 in, )n Pant — Technical Abstr act rnIc;t he clearly cietmed For SUGAR MILL REQUIREMENTS During the crop season, the nominal Sugar Mill needs are the following: Process steam: 210 t/h f 100/0 - 2.6 bars (abs) - 135 °C (from controlled extraction on the steam turbine), • It is considered that above 80% of all steam received by the Sugar Mill will be returned (condensates) at 90 °C to the Power Plant (during crop season). During the off season, all the steam from the turbine will go to the condenser. There will be no extraction for the Sugar Mill. • Revision A 7/12 FEL -- 260 MVV, 4 TECHNICAL CHOICES 4.1 PREAMBLE Cu' + ition Piaat — T,Jcilnical Abstract The following choices are made regarding the efficiency, cost-effectiveness and already made similar projects. Nevertheless, the EPC contractor should propose another technology or other changes to be studied. 4.2 GENERALITIES The Power Plant will be two 60 MWe (gross) units; the current Sugar Mill Power Plant will be kept in standby during crop season in case of breakdown of the new Power Plant. It is underlined that the nominal capacity of 120 MWe is based on the conventional mode and without steam sent to the Sugar Mill (off season). The steam conditions at the outlet of the boiler are 90 bar a / 540°C. The proposed water/steam cycle is as follow. SUGAR MILLS WATER / STEAM CYCLE - one controlled extraction for Sugar Mill needs, frist air heater and deareator - one bleed for condesates heater - second air heater uses hot water from outlet of the economizer, in bagasse mode only Revision A 8/12 FEL — 2K ,39 4.3 13 -) Coqunerx1, ) 11 P ,mt Technics) Abstra:3t BOILER The boiler considered is a Spreader-Stoker boiler. In theory coal and bagasse can be burnt at the same time in the spreader stocker boiler. The heat input of the lesser fuel is limited to 20% of the total heat input in order to avoid fouling problems. The 2 solutions are the following: Coal: 0 to 20%, Bagasse: 80 to 100% Coal: 80 to 100%, Bagasse: 0 to 20% However, from our experience, we do not recommend the use of mixed firing. We recommend the use of 100% bagasse firing and to alternate with 100% coal firing when needed i.e. to enhance the electricity production or in case of lack of bagasse. The global yearly consumption of bagasse and coal will remain the same. It is remembered that 6 similar boilers are in operation in Reunion Island (France) and in Guadeloupe Island (France). CdF INGENIERIE has realized the whole engineering services for these projects. - Spreader B - Seconder:: anCshelf D - Pr.:nary an: E - In-ecton of recvdec part:1/.7.12es F- General Scheme of spreader stoker boiler running with coal* * For boiler running with either coal or bagasse, the bagasse spreader is situated above the coal one. Revision A 9/12 2x60 r■ ;111Ve B q 3i,i0 Coal Co ji;rii;iiitii)rt 13 , int - Technical Abstract Detail • • • • 4.4 boiler design . Superheater (2 or 3 crossflows sections), Mechanical dedusting device, No flue/air heater, Economizer (bare/H finned tube). STEAM TURBINE The turbine will be a single shaft, and is foreseen to have one controlled extraction and one bleed. • • Revision A 10/12 FEL 5 2xr5O t\IVVre B i1,•n Plant — Technical Abstract EXPECTED POWER PRODUCTION Hereafter is indicated the awaited power production per unit, in 2 modes: • • Conventional Power Plant mode (off season) ✓ "Coal firing" Cogeneration mode (crop season) ✓ "Coal firing" ✓ "Bagasse firing" LVC of the fuel Boiler steam production* Boiler efficiency Coal consumption* Steam for FSM* ,Power produced (gross)* Units MJ/kg t/h % t/h t/h Mwe Off Season (conventional mode) Coal : 24.715 200 89.2 26.2 0 60 * per unit LVC of the fuel Boiler steam production* Boiler efficiency Fuel consumption* Steam for FSM* Power produced (gross)* • Units Crop Season (cogenaration mode) MJ/kg Bagasse : 7.317 t/h 220 84.4 % t/h 94.2 t/h 105 Mwe 50.8 * per unit These results are indicative and have to be confirmed by the EPC Contractor. Revision A 11/12 FEL — 2x60 MWe E3 -13 6 Cojeneration Phnt — Technical Abstract TIME SCHEDULE Hereafter is shown an expected time schedule for such a project. It is based on the previous experiences of CdF INGENIERIE and the known availability for manufacturers. COAL BAGASSE FIRED COGENERATION PLANT (INDICATIVE SCHEDULE) Year 01 Sr Activity Description/Scheduled from Effective Date 1 Basic Design, lay out and technical specificahons of the Power PlantScheduled Acceptance Date (90 Days from Effective Date) Issuing call to tenders for EPC 2 3 4 Clarification to bidders during bidding Bidders proposal evaluation EPC contract negotation Signature of EPC contract Year 02 Year 03 l 2 3 4 5 6 7 8 9 10 11 121 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 , 30 31 32 33 34 35 36 5 S 6 7 EPC contractor's preliminary & detail design review - commencement subject to effectiveness of the EPC CONTRACT and time to commence on the date of effectiveness of EPC Contract !Erection supervision - commencement !subject to effectiveness of the EPC CONTRACT ,Assistance for teal run, commissioning & 'acceptance of the work commencement subject to effectiveness of EPC Contract Commissioning of power plant - subject to effectiveness of EPC Contract 8 Final Design Review (As Built Drawings) commencement subject to effectiveness ' of EPC Contract This indicative time schedule for positions 5 to 8 must be detailed in full accordance with manufacturers, giving in mind that FEL's will is to shorten the global realization as much as possible. Revision A 12/12 Limited NW al NW III I W *WA A Fatima Group Company Fatima Group Fatima Energy VV u ` Q 120 MW BIOMASS / COAL COGENERATION POWER PROJECT Fatima Group of Companies E - 110, Khayaban - e - Jinnah, Lahore Cantt 6 IT] © -_ m ITU ff . INFORMATION MEMORANDUM Energy Crisis - Current Scenario: Demand has outstripped supply of electricity and the country is presently facing power shortages of approximately 5,000 MW during peak demand time. The present electricity demand-supply gap, coupled 10000 with consistent growth in demand, clearly indicates the fundamental need and market for enhancing the 6000 country's current power generation capability. Realizing the gravity of the situation, the government • 12000 has taken proactive actions to encourage private sector investment in power generation. The upcoming Fatima Energy Bagasse/Coal based Power Project is part of these initiatives. Installed Capacity 2008-09 8000 4000 Installed Capacity 2009-10 2000 0 ?).4‘ OP PQ cY' 4, <S, \-\\ Source Hydrocarbon Development Institute of Pakistan & PEPCO About the Company/Sponsors Fatima Energy Limited "FEL" was incorporated in 2004 with an objective to build and operate a bagasse/coal based power plant for generation, distribution, sale and supply of electricity to National Transmission and Dispatch Company (NTDC). The main sponsor of the company is Fatima Sugar Mills Limited one of the subsidiaries of Fatima Group established in 1936 with a success story spread over seven decades, expanding its horizon from trading to manufacturing. Today, the Group is engaged in trading of commodities, manufacturing of fertilizers, textiles, sugar, mining and energy. • The Group has made exceptional progress in the last two decades and has diversified into manufacturing of sugar and fertilizers. Realizing its responsibilities as a good corporate citizen, the Group contributes substantially to the economic development of Pakistan through taxation, exports and by with over 10,000 people associated with their business operations, in various capacities. The diversified operations are carried out from the following Group companies: • • Fatima Fertilizer Company Limited Pakarab Fertilizers Limited • • • • • Reliance Weaving Mills Limited Fazal Cloth Mills Limited Fatima Sugar Mills Limited Reliance Commodities (Private) Limited Fatima Energy Limited • Pakistan Mining Company Limited • Air One (Private) Limited FatInyl Fncrgy INFORMATION MEMORANDUM Fatima Group has acquired the capabilities of managing large industrial enterprises with a team of professional capable of undertaking any state of the art project from the design stage, through implementation to subsequent operation, for example: • Post privatization at Pakarab Fertilizers Limited improved production performance and modernization. • Installed grass roots large fertilizer complex (Fatima Fertilizer Company Limited) implemented from conceptualization, construction/erection to startup of successful operations. The Project — Bagasse/Coal based 120 MW Power Plant • FEL has taken up the implementation of power project which is designated to have a gross capacity of 120 MW electricity generated through consumption of Biomass/Coal that will be purchased by NTDC for a period of 30 years. The plant will be located in Sanawan, Tehsil Kot Adu, District Muzaffargarh. FEL engaged CdF INGENIERIE to carry out feasibility study for the project which would consume the Bagasse produced by Fatima Sugar Mills Limited "FSML" during the crop season and imported coal during off season for generation of electricity. FEL is planning to use technology of two Spreader Stroker Boiler Solution called 2 X SS solution which is suitable to meet Fatima Group objectives, as the Group is planning to extend its sugar mill operations. This extension will result in increased production of bagasse over the period. Economical highlights of the Project: • Construction period of the project will be thirty (30) months; • Debt to equity ratio would be 75 : 25; • Life of the project will be 30 years; and • Loan repayment period will be 10 years. Environmental highlights of the Project: • Whole installation will be in accordance to the World Bank Standards and Pakistan revised National Environmental Standards. • Noise and waste water will be taken account of during the implementation of the project. The committed timeline for Commercial Operations Date (COD) is November, 2015. n(q1,..y LltnItec J-1 4 • • • MOW WSW Ae Fauna Of UL1',.. • Fatima Our values define who we are - Fatima Group runs its business on well-defined goals and objectives based on its Vision and Mission statements Our Vision "To be a dynamic business group, building robust businesses that excel at serving their customers and stakeholders through exceptional products and services in industries and markets that support progression and economic growth at community, society and country level" Our Mission "To create continuous value for our customers and consumers, inspiring confidence and respect through the highest levels of product quality and service." • ;14v Fatima GrcLp dillOWAIIIIII murAFAI IMF MN= Itiit I the „ vf,„„ , group Fatima Group Reliance Weaving Mills Limited Fazal Cloth Mills Limited Year Established Fatima Sugar Mills Limited Fatima Fertilizer Company Limited Reliance Commodities (Pvt.) Ltd Pakistan Mining Company Limited Pakarab Fertilizers Limited Fatima Trading Company Limited Fatima Energy Limited Fat!rn::: L,=, r,, r now • "fie SS r` -—- • Annual production capacity of Annual production capacity of Exploration & Mining of Rock Pfl -- • Packing material for fertilizer cor • 2,000 Total Asset ,_, Shareholde;‘, 1,500 Net Sales 1,000 Gross Profit EBITDA 268 500 0 Fatima Divisions International Trade Fertilizers Textile Sugar Companies Pakarab Fertilizers Fatima Fertilizer Fazal Cloth Reliance Weaving Fatima Sugar Status as at 31St Dec 2012 (Est.) 315t Dec 2012 (Est.) 30th Jun 2012 30th Jun 2012 30th Sep 2011 53,149 78,741 20,577 5,935 19,427 28,540 9,266 8,083 29,778 1,637 3,041 Total Assets Reliance Commodities 30th Jun Total Rs US $ 2012 (Million) (Million) 8,648 6,298 173,348 1,769 2,115 5,957 5,078 70,383 718 19,750 8,699 5,048 362 71,720 732 16,550 2,831 914 632 88 22,652 231 16,248 3,210 846 1,178 1,710 26,233 268 Shareholders Equity Net Sales Gross Profit EBITDA • Ntr 4141414?-'tFatr13 Gr.)L,[ Pakarab Fertilizers Ltd (PFL) Fatima Fertilizer Co. Ltd 1 ■ Acquired from government of Pakistan under Privatization Scheme ■ Initiated as green field integrated project with cost of USD 750 Million. ■ Producer of Ammonia, Nitric Acid (NA), Urea, Calcium Ammonium Nitrate (CAN) and Nitro ■ Producer of Ammonia, Nitric Acid (NA), Urea, Calcium Ammonium Phosphate(NP). Phosphate(NP). Nitrate (CAN) and Nitro ■ Installation of Clean Development Mechanism (CDM) at Nitric Acid plant to ensure environmental compliance and generate additional ■ Installation of CDM at Nitric Acid plant to ensure environmer, compliance and generate addition :;, revenues ■ Installation of CO2 plant to generate more revenue. ■ Effective integration to use steam produced by Ammonia and Nitric ac,c: plants for power generation ■ Installation of Co-Gen Power plant and HRSG to reduce fuel gas consumption and use of heat/steam ■ Listed on all exchanges in Pakistan and tradable at US OTC market. ■ 10% equity participation from private Sector. • Agreements signed, recently, with Haldor Topsoe and Kellogg studies of both Fertilizer units. HALDOR TOPSEJE CATAIY.:3ING oji t z Mitsubishi Corporation 0 PEI ft 4= I Cr-1r Kawasak. FieavyInch,tries L tu Groupe OCP C F INGENIERIE %I /i` tO E.-■ !;,--, ...•; Sechilienne ))/ SLdec • 6677 Fat 120 MW Bio-mass Co-Gen Power Fatima Energy is implementation at a cost USD 210) 1st Renewable energy projeo ' type Developing Phosphate Mines Pakistan Mining would sup phosphate rock to grow.,; companies In house Business Development Team active International Options uncie!- MOU Signed with Haldor Topsoe Green Field Fertilizer Africa iii a Grou,, • MiS7 SANY,1:7, Fatima Groot) • A 120MW biomass fired power plant with an life of 30 years . The Project would use 'bagasse' in sugarcane crushing season whereas 'coal' in off-season. • IRR on bagasse and coal based generation is 17% and 16% respectively. • Tariff @ 60% annual plant factor for capacity payment and energy charge and for excess production only energy charge. • [PC contract finalized with CSIC group, China with major equipment of European Brands. • Technology and technical support by CDF & SIDEC France with over 30 years experience in setting up & successfully operating similar projects. • MOW =Sr Zt4' Fatima Technical Capability A business experience since 1979 Multi-disciplinary team capaLH.:, JI undertaking State of the Art P -,,„ei•.*, Experience in Ammonia, Nitric Ad( CAN and NP Technologies Financial Capability - Total Asset of approx. US[) 2 - Fatima Fertilizers listed on Loci.:. - ADR tradable in US OTC Marketing Capability Proven Capability of marketit & industrial goods in localacH international markets Business Management Capability Experience of managing lark-, organizations across industries G rULJP • maw 4,,A,z4 law Fatima Group perfect business sense AFAlaixkiiCorrrn141e pr Pa lko1411 Fatima Group Thank You M1111111111111 I 111111114111111111 1111111111111 C24743E BEFORE THE NATIONAL ELECTRIC POWER REGULATORY AUTHORITY IN RE: 120 MW CO-GENERATION POWER COMPLEX AT THE SITE OF FATIMA SUGAR MILLS LIMITED, SANAWAN, TEHSIL KOTADU, DISTRICT MUZAFFARGARGH, PUNJAB, PAKISTAN AFFIDAVIT 1, Fazal Ahmed Sheikh-Director of Fatima Energy Limited, E-110, Khayahan-e-Jinnah, Lahore Cantt duly authorized through a board resolution dated January 18, 2013, do hereby declare and affirm on oath as under: 1. That the accompanying Application for Generation License has been filed before the National Electric Power Regulatory Authority and the contents of the same may kindly be read as an integral part of this affidavit. 7. That the contents of the accompanying Application for Generation License are true and correct to the best of my knowledge and belief and nothing has been concealed or misstated therein. Deponent Verification Verified on oath at Lahore on this 18th day of January 2013 'hat the contents of the above affidavit are true and correct to the best of my know,ledge and belief. MIMI I= =III AI MI WIND Fatima Energy L I rn i t e d A Fattma Group Company FEL/NEPRA/0005/02/13 27 February 2013 Ft; The Registrar National Electric Power Regulatory Authority GL C_knOL:err`ow, OPF Building, 2nd Floor, Shahrah-e-jamhuriat G-5/2, Islamabad Application of Fatima Energy Limited For Grant Of Generation License Reference your letter # NEPRA/LAG-30/ FEL/1942 dated February 25, 2013 a comprehensive reply has been submitted through our legal counsel RIAA LAW (copy attached) for clarification of queries as mentioned in your reference letter 14 NEPRA/LAG-30/ FEL/1559 dated February 15, 2013. Thanking You Yours Faithfully 41"'- Fazal Ahmed Sh e h---- Director Plant Site Fazal Garh, Sanawan, Kot Addu, Dist Muzaffargarh. PABX. +92 66 2250514-5, Fax +92 66 2250512 Head Office E-110, Khayaban-e-Jinnah, Lahore Gantt , Pakistan PABX +92 42 111-FATIMA (111-328-462), Fax +92 42 36621389, www Fatima-group corn Alisan Zahir Rizsi Ayla Ahmed Ilasnain Nayvee Yousaf Khosa Bilal Shaukat Nadir Altaf Omer Soomro Machar Bangash Arshad Ali Mansoor Changhro Natalya Kornai Associated Offices RIAA LAW ADVOCATES & CORPORATE COUNSELLORS 68, NAZIMUDDIN ROAD SECTOR F-8/4, ISLAMABAD - 44000 PAKISTAN Tel (92 51) 2852427-30, 2851337 UAN (92 51) III-LAWYER Fax (92 51) 2850444 E-Mail tslamabad@naalaw corn RIAALAW China RIAALAW Kabul RIAALAW U K A LexMundi Member www.riaalaw.com 251 February 2013 Mr. Safeer Hussain Shah Registrar National Electric Power Regulatory Authority (NEPRA) OPF Building, 2nd Floor, Shahrah-e-Jamhurriyat, G-5/2, Islamabad Dear Sir APPLICATION OF FATIMA ENERGY LIMITED FOR THE GRANT OF GENERATION LICENSE We write on behalf of Fatima Energy Limited (the "Company") with reference to your letter bearing No. NEPRA/LAG-3o/1559 dated 15 February 2013 on the above captioned subject matter (the "Letter") Expressions of Interest — Regulation 3(d)(ii) of the National Electric Power Regulatory Authority Licensing (Application & Modification Procedure) Regulations, 1999. In broad terms, the Company has proposed the financing structure of the Project in its tariff petition which was filed simultaneously with the petition for the grant of generation license. The Company is in active negotiations and consultation with the banks and other financial institutions and has identified three potential lenders. Broad project details and parameters have already been shared with the potential lenders and the terms and conditions relating to the lending thereof are being finalized. D-67, Block 4, Clifton, Karachi -Mall karaclo@paalaw cob UAN (9221) III-LAWYER 191 -A, Shami Road Cavalry Ground, Lahore Canty. E-Mail lahore@rlaalaw corn UAN (9242) 1 1 1-LAWYER Suite Nos. 2 & 4. 2' Floor Cantonment Plaza Fakhar-E-Alam Road Peshawar Cantt. Email peshvLarnaalaw corn UAN (9291) 111-LAWYER RIAALAW Page 2 The Company is hopeful that it will be able to finalize the aforesaid and submit the formal application for the financing of the Project, containing comprehensive Project details in early recourse and in any event before the determination of generation license. The Company shall keep the Authority apprised in relation to the foregoing. In the. meantime the Company requests NEPRA to kindly process the generation license petition and the tariff petition and allow the Company a reasonable time to finalize the terms of financing and submit the same to the Authority for its consideration. • Approval of Environmental Protection Agency The Company has completed the report of initial environmental examination (IEE), which was conducted by SGS Pakistan. Upon completion of the IEE, the Company has duly submitted the application to the Punjab Environmental Protection Agency (PEPA). On 5 March 2012, the application was referred to the following entities for their expert opinion on the matter: • (i) -(i)-Coal Department - Punjab University. A technical opinion dated 16 April2012 (copy attached) was provided to the Company; (ii) (ii) - Energy Department - Punjab CovernmentPower Development Board(PPDB). The PPDB in their letter dated 21 February 2013 (copy attached} stated that they support and promote the development of coal and baggasse based power projects in Punjab, however, they do not possess the requisite environmental expertise, and invited the opinion of PEPA on the environmental assessment of, inter aligthe Company's project; and (iii) ; and (iii) Environment Department - University of Engineering and Technology' (UET), -for-their-expert-opinion -on-the-matter. A response is still awaited from UET. The- Coal - Dep art ment--P unj ab-Univers ity -has -provided their-teehnieal-opirt iork-The Energy-Department--Punjab Governmentrrequested-for-project- feasibility study-on-8 February 2013, a copy of which was-immediately-to-PEPA,and-was-furtherdispatched to Energy Department - -Punjab Government-on 12 February 2013 (copy -attaehed).-The Com pa ny-i s-s t ill-awa it i ng-res pon se-from -the--En vironm ent-Depa rtm ent—University -of Eng ineering-and-Teehnel ogy, The Company has collaborated with professional firms that are highly qualified and committed to developing and commissioning the project on a fast track basis. -- r Formatted: Indent: Left: 0", Numbered + Level: 1 + Numbering Style: i, + Start at. 1 + Alignment: Left + Aligned at: 0.09" + LIndent at: 0.54" Jormatted: Indent: Left: 0.54" - I Formatted: Indent: Left: 0", Numbered + Level: 1 + Numbering Style: i, + Start at. 1 + Alignment: Left + Aligned at: 0.04" + Indent at: 0.54" -{ Formatted: Font: Not Italic I Formatted: Indent: Left: 0", Numbered + I Level: 1 + Numbering Style: i, + Start at: 1 + Alignment. Left + Aligned at: 0.04" + 1 Indent at: 0 54" RIAA LAW I'age 3 Collectively, the Company along with its professional alliances, presents a vastly experienced team of power sector professionals of international repute, is striving with utmost dedication and professionalism, which, needless to say is the hallmark of the sponsor group. The Company hopes to receive the approval from PEPA in early recourse, which needless to state would be submitted before the Authority for its kind perusal. 1 It is hereby requested that the petition for the grant of generation license and tariff may kindly be processed in the interest of expeditious development of the project by the Company. The Company will have no objection if the grant of generation license is made contingent upon the provision of requisite approvals formfrom environment agencies to the satisfaction of the Authority. We hope to hear positively from you in early recourse and anticipate a favorable outcome. Sincerely k i(fkAl4cA RIAALAW • Allsan 7ahir Rizvi A) L1 .Ahmed Dasnain Naqvce misaf Khosa 13ilal Shaukat Nadir .1Itaf Omer Soomro Mazhar Bangash \ rshad All Niansofir Chaughro Natalya Kamal Associated Offices: ADVOCATES & CORPORATE COUNSELLORS 68, NAZ:M11DDIN ROAD 1.-8/4.1.1 2 M 113AD - 4-1000 PAKIS1111•1 11.2.1 (02 51)2852427-10, 28513(17 liAN (0' 51) 11 1-LAWYER 1 02 51)285044 ) I 1 -Mail 1:,,;(1)-1aNci 1(.(di.., (:0;11 AALAW China R■ RIAALAW Kabul RIAALA\V U.K. A LexiViundi www. ri a a I aW.COM 26 _ -1 3 February 2013 C-VAO.W,AA amt Mr. Safee• Hussain Shah Registrar National Electric Power Regulatory Authority (NEPRA) OPF Building, 2nd Floor, Shalirah-e-Jamhurriyat, C-5/2, Islainab;ld • Dear Sir APPLICATION OF FATIMA ENERGY LEVIITFD GENERATION LICENSE THE AY_ F■ We write on behalf of Fatima Energy Limited (the "Company") with reference to ',ToL,r letter bearing No. NEPRA/LAG-3o/1559 dated 15 Febrhavy 2013 on the above captioned subject matter (the "Letter") • Expressions of Interest — Regulation 3(d)(ii) of the National Electric Power Regulatory Authority Licensing (Avnlication & Modification Procedure) Reaulations,J999. o ny has proposed the financing structure of the Pfoieet in its in broad. terms, the Comrm tariff petition which was filed siniultaneousiv nilh the petition foi Dili generation 'license. The Company is in active negotiations and consultation with the han'Kr, end institutions and has identified three potential lei-3d ens. Broad pcoject and parameters have already been shared with the potential lendeus and the .erns and conditions relating to the lending thereof are being finalized. n onwanna......7 D-67, Nods 4, Ufton, L.:1;161a (-11;_11:1\\ AWYER. 11AN (92 21) 1 col() 141- k, Sh111113140a(1 4-11,81r), Gr(1)(1(.6,1.),910(.... I--Marl ::0111 DAN (r0242) 111-1 /Vie"( HZ Nos. 2 & 4, 2"' Floor C'•int"un enl Pbt.r.a !am R)).1(1 Pes1)(1%%;-(r; ;(1-( ,,:(ZILU,IV, 0,21,1 I mai', )),((-1P.\■ N (02 91) 111-i AW s(11 RIAALAW Page 2 The Company is hopeful that it will be able to finalize the aforesaid and submit the formal application for the financing of the Project, containing comprehensive Project details in early recourse and in any event before the determination of generation license. The Company shall keep the Authority apprised in relation to the foregoing. In the meantime the Company requests NEPRA to kindly process the generation license petition and the tariff petition and allow the Company a reasonable time to finalize the terms of financing and submit the same to the Authority for its consideration. Approval of Environmental Protection Agency The Company has completed the report of initial environmental examination (IEE), which was conducted by SGS Pakistan. Upon completion of the IEE, the Company has duly submitted the application to the Punjab Environmental Protection Agency (PEPA). On 5 March 2012, the application was referred to the following entities for their expert opinion on the matter: • (i) Coal Department — Punjab University. A technical opinion dated 16 April (copy attached) was provided to the Company; (ii) Energy Department — Punjab Power Development Board (PPDB). The PPDB in their letter dated 21 February 2013 (copy attached) stated that they support and promote the development of coal and baggasse based power projects in Punjab, however, they do not possess the requisite environmental expertise, and invited the opinion of PEPA on the environmental assessment of, inter cilia, the Company's project; and (iii) Environment Department — University of Engineering and Technology (UET). A response is still awaited from UET. 2012 The Company has collaborated with professional firms that are highly qualified and committed to developing and commissioning the project on a fast track basis. Collectively, the Company along with its professional alliances, presents a vastly experienced team of power sector professionals of international repute, is striving with utmost dedication and professionalism, which, needless to say is the hallmark of the sponsor group. The Company hopes to receive the approval from PEPA in early recourse, which needless to state would be submitted before the Authority for its kind perusal. RIAALNW Page 3 It is hereby requested that the petition for the grant of generation license and tariff may kindly be processed in the interest of expeditious development of the project by the Company. The Company will have no objection if the grant of generation license is made contingent upon the provision of requisite approvals from environment agencies to the satisfaction of the Authority. We hope to hear positively from you in early recourse and anticipate a favorable outcome. Sincerely • • RIA,,MLA-W Fatima Energy Limit ed A Fatima Group Company FEL/NEPRA/0001/02/13 February 08, 2013 Mr. Iftikhar Ali Deputy Director National Electric Power Regulatory Authority 2nd Floor, OPF Building, G-5/2, ISLAMABAD APPLICATION OF FATIMA ENERGY LIMITED (FEL) FOR GRANT OF GENERATION LICENSE This has reference to your letter no. NEPRA/LAG-30/FEL/871 dated February 06, 2013 on the subject. Attached please find herewith the required information, clarification and documentation in response to your above letter. Thanks and best regards gy A cr4c; Fl 161 ' For and on behalf of Fatima Energy Limited e Fazal Ahmed Sheimi CEO/Director Encl.: As above Plant Site: Fazal Garh, Sanawan, Kot Addu, Dist. Muzaffargarh. PABX: +92 66 2250514-5, Fax: +92 66 2250512 Head Office: E-110, Khayaban-e-Jinnah, Lahore Cantt., PABX: +92 42 111-FATIMA (111-328-462), Fax: +92 42 36621389, Web: www.fatima-group.com MINI all NMI Air All WIf 411111111111111 Fatima Energy I JINEPRA/0001/02/13 ebr nary 08, 201 Mr. lftikhar Air Deputy Directoi National [Incis [IerII Power Regulatory Authority 2"d Floor, CPI (Wilding, 6-`)/2, ISLAMABAD APPLICATION OF FA IIMA ENERGY LIMITED (FEL) FOR GFZANT OF GENERATION LICENSE_ Thh, has t elei enci to your letter no. NFPRA/LAG 20A t.t1871. dated Fehr nary 00, 2013 on the Ana( hed pions' Ond lieo , with the required inform,ition, 0,-inhcation documentation in response to your above letter. Thanks and best regards For and on beliJlt Fatima Energy Limited Fatal Ahmed Sheikh CEO/Directoi Encl.. As aboiii , nib otfl, 111 ,,/,11 cu H, ;.1 .1anawort, Kot Add, , fiont I- I le, Kn r tyatt,nt s hoo:111, L,1h(tr,-1,11,,m11 , PAPX , 92 66 2250' C? 12 111-r Atih1l,, (111-111, 441 4021 +.12 56 2250512 + 11i1 4, ,..1t-t(1 , 21359 Web www tallnia- grOuP cam • Expression of Interest • Feasibility Report • il • Cooling Water Source • Infrastructure • System Studies • Plant Characteristics • Control, metering, instrumentation and protection • II 1.1 Fatima Sugar Mills Limited (the "Sponsor Company") and Fatima Group ("Fatima Group" or the "Group") — Introductory Remarks 1.1.1 Fatima Group has its roots since 1936 when the family commenced business. Thereafter, with the hard work done over the last 75 years, the third generation of the same family now owns Fatima Group as one of the most reputable industrial and multi-disciplinary groups of Pakistan. Today, the Group is engaged in trading of commodities, manufacturing of fertilizers, textiles, sugar, mining and energy. The Group has made exceptional progress in the last two decades by achieving a turnover of circa USD 732 Million and EBITDA of USD 268 Million. Further, the Group currently operates captive power plants with cumulative capacity of 159MW — supplying electricity to various entities within the Group. 1.1.2 The Sponsor Company is one of the vital units of Fatima Group principally engaged in the business of manufacture and sale of white refined sugar and molasses (as a by-product) with its daily crushing capacity of 10,500 MT. The resulting bagasse from the sugarcane is planned to be utilized as fuel in the Project. Fatima Sugar Mills Limited was incorporated as a public limited company in 1988 and the mills are located at Fazal Garh Sanawan, Tehsil Kot Adu, District Muzaffargarh in the Province of Punjab. 1.2 Project Introduction 1.2.1 The Group intends to develop a 118.9 MW co-generation power project. The Project will be located adjacent to the existing sugar mill of the Sponsor Company in District Muzaffargarh and will utilize (a) bagasse produced by such sugar mill along with other biomass; and (b) imported coal. 1.3 PROJECT FINANCIALS 1.3.1 Capital Structure The Project Cost will be funded on the basis of a Debt: Equity ratio of 75:25 implying a total debt requirement of USD 175.99 million; and a total equity requirement of USD 58.66 million, based on a Project Cost of USD 234.66 million. In light hereof, the proposed capital structure of the Project is outlined below: Description Equity Debt — Local Project Cost Debt : Equity Ratio 1.3.2 Million (USD) 58.66 175.99 234.66 75:25 EPCC Cost As submitted herein above, after carrying out a competitive and transparent bidding process spread over 12 months, the EPCC has been finalized with the EPCC price of USD 173.62 million split as follows: • • USD 95.75 million; and Euro 59.90 million converted at 1 Euro: 1.3 USD. The EPCC price, for the offshore supply contract and the onshore construction contract, is split as follows: i) USD 77.36 million and Euro 59.9 million for the offshore supply contract; and ii) USD 18.39 million for the onshore construction contract. FEL — 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract FATIMA ENERGY LIMITED E-110, Khayaban-e-Jinnah LAHORE CANTT PAKISTAN • • CdF IN - FEL — 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract SUMMARY 1 BACKGROUND (GENERALITIES) 3 2 CONTRACT 4 3 GLOBAL DATA 6 3.1 Bagasse characteristics 6 3.2 Coal characteristics 6 3.3 Sugar Mill requirements 7 4 TECHNICAL CHOICES 8 4.1 Preamble 8 4.2 Generalities 8 4.3 Boiler 9 4.4 Steam turbine 10 5 AWAITED POWER PRODUCTION 11 6 TIME SCHEDULE 12 /Ision A 2/ 12 FEL — 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract 1 BACKGROUND (GENERALITIES) Fatima Energy Limited (FEL) is a subsidiary of the Fatima Group, located in Pakistan. FEL is planning the implementation of a 2 x 60 MWe coal/bagasse Power Plant in their Sugar Mill of Sanawan, Tehsil Kot Adu, District Muzaffar Garh in the Province of Punjab. 0 C3u.ranwa[a Kan6 91,r 0 0': °Arm Lahor4 a 0Kas:r J,Jha•v.....mtsr Gaura ,Iro,co70 0 0 0 FO, L'f,a C3,.10 Ktmnewie Satmva■ 0 Uultar Pakistan Faisalabad 0 aic-tts 0 0 Btthowdiptir 0 A1,1,,a_pJ Sugar Mill — 0 Ss 0 Pal- ,vor 0 k3rf LIFO K.IT Ld-kAr , 0 Arnrr 0 0 0 0 Karach• 0 1hOil F~ -'r 0 havte..,NAh 0 Et ■ t e• K;_e, 0 h4,ric'abad 0 Ude.3pu- This Power Plant is designed to feed the Sugar Mill in steam and to produce electricity during the crop season (November to April) in a cogeneration mode, and only to produce electricity during the off season (May to October). The whole quantity of electricity produced by the Power Plant will be sold on the national Pakistanis' grid. The needed electricity for the Sugar Mills will be directly delivered from the national grid. The Power Plant will then operate in 2 modes: 1- Conventional Power Plant operation (off season) "Coal firing" 2- Cogeneration operation (crop season) "Coal firing" "Bagasse firing" Due to the lack of electricity production means in Pakistan, the Power Plant should operate at full load, with the minimum yearly stops (for maintenance). L, A FEL — 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract 2 CONTRACT Due to the specificities of the Power Plant, Fatima Energy Limited intend to contract with a global contractor, based on an EPC (Engineering, Procurement and Construction) contract. FEL will be assisted by CdF INGENIERIE, a French engineering company with a wide experience in the fields of power generation, cogeneration, co-combustion, based on coal and biomass, including bagasse. The EPC contract will include in particular the following items: ■ Spreader Stoker boiler and auxiliaries: Boiler which can burn either biomass or coal, Flue gas de-dusting and treatment equipment, Bottom ash and fly ash removal equipment. Power generating equipment: Turbo-generator equipped with condenser. The turbine will include LP steam extraction to supply the Sugar Mill and the Power Plant auxiliary facilities (thermal de-aerator and feed water heater), Steam system indented for vacuum generation within the condenser. ■ Feed water tank including in particular: Make-up water filtration station, Make-up water demineralization station equipped with demineralised water tank, Collector for LP steam condensates from the exchanger Power Plant/Sugar Mill, Feed water tank with thermal de-aerator, Feed water pumps. ■ Air cooling system, ■ Bagasse delivery and storage equipment together with bagasse feed line into the boiler, ■ Coal delivery and storage equipment (if necessary coal preparation plant) together with coal feed line into the boiler, • Evacuation system for combustion wastes, ■ Stack, ■ Power Plant electrical rooms and control room, ■ Electrical exchange switch bay in the national grid switchyard, • Auxiliary premises : offices - locker rooms ■ Civil works. Re ,/c4/1, 4/12 FEL — 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract Generally speaking, the whole installation will be at least in accordance to the World Bank standards and the Pakistan revised National Environmental Quality Standards (NEQS). The emissions limits are as follows: Emission limits (dry at 6% 02) NOx SO2 Dust CO • • 1,200 1,500 50 800 mg/Nm3 mg/Nm3 mg/Nm3 mg/Nm3 Taking into account of the technology of the boiler and the use of international coal, bagasse and cotton sticks, these limit values of emissions should be reached without Flue Gas Treatment (FGT) systems. This will have to be confirmed in the technical specifications set up. Nevertheless, the use of local coal might lead to the need of a FGT. FEL — 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract 3 GLOBAL DATA 3.1 BAGASSE CHARACTERISTICS During crop season, the Power Plant will be fed by the bagasse coming from the nearby Sugar Mill. The design annual amount of bagasse is 306 000 tons per year (i.e. 30% of 1 020 000 tons of cane cropped per year). So the Power Plant can be maintained to its nominal working point with 106 t/h of bagasse during the 120 days of the crop season. With such bagasse flow, only one boiler can run on bagasse mode. Thus coal will be also used during the crop season in the second boiler. If the bagasse is stored a long time, it will self-ferment. So the use of the bagasse must be as quick as possible after production. In that way, bagasse will be used at an optimal boiler consumption capacity. The bagasse has the following characteristics: Bagasse LHV Moisture Ash Volatile matters Sulphur Bulk density 3.2 6.8 - 8MJ/kg 46 - 53% 0 - 3.5% 31 - 48% 0 - 0.085% 100 - 170 kg/m3 COAL CHARACTERISTICS The Power Plant will be fed by international coal or local coal. For the design of the Power Plant, it has been considered that the main coal will be supplied from international bituminous coal. The basic characteristics of international coal are the following: South-African Coal LHV Moisture Ash Volatile matters Sulphur 23 - 29 MJ/kg 7 - 15% 4 - 16% 23 - 3 5 % 0 - 0.6% In any case the Power Plant must be conceived to widely open the ranges of coal that could be used with the installed equipments. FEL - 2x60 MWe Bagasse/Coal Cogeneration Plant - Technical Abstract It is assumed that the ranges of some characteristics must be clearly defined. For example: ■ LHV, Swelling index, ■ ■ Ash content, ■ Volatile matters, Size (grindability). ■ 3.3 SUGAR MILL REQUIREMENTS During the crop season, the nominal Sugar Mill needs are the following: Process steam: 210 t/h ± 10% - 2.6 bars (abs) - 135 °C (from controlled ■ extraction on the steam turbine), It is considered that above 80% of all steam received by the Sugar Mill will be returned (condensates) at 90 °C to the Power Plant (during crop season). • During the off season, all the steam from the turbine will go to the condenser. There will be no extraction for the Sugar Mill. • AN , A FEL - 2x60 MWe Bagasse/Coal Cogeneration Plant - Technical Abstract 4 TECHNICAL CHOICES 4.1 PREAMBLE The following choices are made regarding the efficiency, cost-effectiveness and already made similar projects. Nevertheless, the EPC contractor should propose another technology or other changes to be studied. 4.2 GENERALITIES The Power Plant will be two 60 MWe (gross) units; the current Sugar Mill Power Plant will be kept in standby during crop season in case of breakdown of the new Power Plant. It is underlined that the nominal capacity of 120 MWe is based on the conventional mode and without steam sent to the Sugar Mill (off season). The steam conditions at the outlet of the boiler are 90 bar a / 540°C. The proposed water/steam cycle is as follow. HP steam ■ S p rheal 707 ZP1 z r LP steam Horn Burt AH2 AH1 LLP steam SUGAR MILLS WATER / STEAM CYCLE - one controlled extraction for Sugar Mill needs fest air heater and deareator - one bleed for condesates heater - second air heater uses hot water from outlet of the economizer, in bagasse mode only Rt;visicr, n112 FEL — 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract 4.3 BOILER The boiler considered is a Spreader-Stoker boiler. In theory coal and bagasse can be burnt at the same time in the spreader stocker boiler. The heat input of the lesser fuel is limited to 20% of the total heat input in order to avoid fouling problems. The 2 solutions are the following: Coal: 0 to 20%, Bagasse: 80 to 100% Coal: 80 to 100%, Bagasse: 0 to 20% However, from our experience, we do not recommend the use of mixed firing. We recommend the use of 100% bagasse firing and to alternate with 100% coal firing when needed i.e. to enhance the electricity production or in case of lack of bagasse. The global yearly consumption of bagasse and coal will remain the same. It is remembered that 6 similar boilers are in operation in Reunion Island (France) and in Guadeloupe Island (France). CdF INGENIERIE has realized the whole engineering services for these projects. General Scheme of spreader stoker boiler running with coal* For boder iunning with either coal or bagasse, the bagasse spreader is situated above the coal one Rev's' crl A FEL — 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract Detail boiler design: • Superheater (2 or 3 crossflows sections), ■ Mechanical dedusting device, • No flue/air heater, • Economizer (bare/H finned tube). 4.4 STEAM TURBINE The turbine will be a single shaft, and is foreseen to have one controlled extraction and one bleed. Reisinn FEL — 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract EXPECTED POWER PRODUCTION Hereafter is indicated the awaited power production per unit, in 2 modes: • • Conventional Power Plant mode (off season) ✓ "Coal firing" Cogeneration mode (crop season) ✓ "Coal firing" ✓ "Bagasse firing" LVC of the fuel Boiler steam production* Boiler efficiency Coal consumption* Steam for FSM* Power produced (gross)* Units Off Season (conventional mode) MJ/kg t/h Coal : 24.715 200 89.2 26.2 0 60 % t/h t/h Mwe _ * per unit Units LVC of the fuel Boiler steam production* Boiler efficiency Fuel consumption* Steam for FSM* Power produced (gross)* MJ/kg t/h % t/h t/h _ Mwe _ Crop Season (cogenaration mode) Bagasse : 7.317 220 84.4 94.2 105 50.8 * per unit These results are indicative and have to be confirmed by the EPC Contractor. A FEL — 2x60 MWe Bagasse/Coal Cogeneration Plant — Technical Abstract 6 TIME SCHEDULE Hereafter is shown an expected time schedule for such a project. It is based on the previous experiences of CdF INGENIERIE and the known availability for manufacturers. COAL BAGASSE FIRED COGENERATION PLANT (INDICATIVE SCHEDULE) Year0 Sr N Activity Description/Scheduled from Effective Date 1 Basic Design, lay out and technical specifications of the Power PlantScheduled Acceptance Date (90 Days from Effective Date) Issuing call to tenders for EPC 2 3 4 Clarification to bidders during biddin Bidderpproposal evaluation EPC contract negotation Signature of EPC contract 2 3 4 5, 6 7 8 9 10, Year 02 Year 03 12 13 14 151 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 5 6 7 EPC contractor's preliminary & detail design review - commencement subject to effectiveness of the EPC CONTRACT and time to commence on the date of effectiveness of EPC Contract Erection supervision - commencement subject to effectiveness of the EPC CONTRACT Assistance for trial run, commissioning & acceptance of the work commencement subject to effectiveness of EPC Contract Commissioning of power plant - subject to effectiveness of EPC Contract 8 Final Design Review (As Built Drawings) commencement subject to effectiveness of EPC Contract This indicative time schedule for positions 5 to 8 must be detailed in full accordance with manufacturers, giving in mind that FEL's will is to shorten the global realization as much as• possible. k(,visic,,i1 I 2/ 2 Cooling water Raw water will be supplied from well water against a peak demand of 450 m3/hr. 6 deep wells are considered for this plant within the plant battery limit subject to detailed geologic investigation after commencement date. Raw water shall be used for all purposes (production of drinking water, production of demineralised water, cooling circuit make up, etc...). During construction, EPC Contractor will ensure water needs from well tube(s) to be constructed by EPC Contractor. ). • EPC Contractor will be responsible of all necessary raw water quality control and treatment for all construction purposes (concrete production, sanitary use, etc...). Infrastructure: 1. Plant Location The Project is located at Sanawan, Mehmoodkot, district Muzaffargarh on an area of 62 acres (including 12 acres for a residential colony adjacent to the sugar mills of the Sponsor Company). The finalized layout has been attached as Annexure — A for information. 2. Residential Colony: A residential colony is necessitated due to the location of the Project near Kot Adu. The total area of the colony is approximately 178,500 square feet which includes 35 houses, a bachelor hostel, guest house, club, mosque and clinic. Further, the colony also includes 27,000 square feet of internal roads as well as electrification and furnishing. • • 50r, TOOrs 150r, ?007 2507 Ors 50rs 10117 1 15Ors 20Ors 250r, MOLASSES PIT T MT L1.3, PALPA Ma APPPOPPL•LP PONLAIIAL LINTN or 11. 1. F, ■ o ■ A Ilk LEGEND 569911E tiouroffiy - ROAD BOLAIDARY NALLATI SLOP INTERA TRACK GROUND LEVEL ELECTRIC PELT EP 0 DIMENSION . • • • • 1110RE' ' TRACK " CLIENT FATIMA ENERGY LIMITED ran I 113T1 • I - 2= E- 1007197 51 . N- 72807097b . 2- 41148 IBM • 3 E- 1000593 27 N- 2260116 79 2- £10 70 TBM II 010)80) 2X50MW BAGASSE COGERERATION POWER PLANT E- 1002000 86 N- 2262565 18 . Z- 412 00 E- 1000146 22 9- 2262231 08 , 414 50 the property ol CSIC -71 I • 70). drawen. • • • •••••S••••••L DRAWN CHO PITOJ NO AREA WITHIN MILLS BOUNDARY WALL OVER ALL BOUNDARY Y02VE*0 (A) 2224701 63 SET - 51 00 ACRES It • 44444 • • • • • • • 711PK09 • • Stage CLASS SCALE KALI TITLE GENERAL LAYOUT CREA AREA mahout ono. written can•w). Is not to Oa co/J.4rd or disclosed to on, 8101 APPS (B) = 4812765 97 SF-I . 110 48 ACRES OWE NO 711PK09-00A02 REV REV SHEET SHT / SHTS National Transmission and Despatch Company Limited Interconnection Study for Power Dispersal of 100MW Fatima Energy Limited Power Project to the National Grid System • (Report-1) Planning (Power) NTDC PIA Tower, Egerton Road, Lahore October 2011 Executive Summary Executive Summary: 1. M/s Fatima Energy Limited--A Fatima Group of Company; intends to set up a 100 MW Bagasse/coal based co-generation power plant adjacent to the Fatima Sugar Mills near Kot Addu. Planning Power NTDC was approached to carry out interconnection studies of the said power plant. Accordingly, the load flow studies have been carried out, considering various options of connectivity with the local transmission network. 2. The load flow analysis has been carried out for system operating conditions of January and Aug/Sept. corresponding to the typical winter and summer seasons in order to evaluate the identified interconnection options for Fatima Energy power plant in the light of NTDC's Grid Code. 3. The interconnection options considered for power dispersal of said power plant in the report are as under: Interconnection Option #1: "A 220kV b/C transmission line, approximately 15.5 km long on single Rail Conductor, for looping In/Out of one circuit of existing Muzaffargarh-PARCO 220kV b/C transmission line at Fatima Energy power plant." Interconnection Option #2: "A new 132kV b/C transmission line, approximately 35 km long on Raid conductor, from Fatima Energy power plant to Muzaffargarh New 220/132kV substation." 4. The system network involved in Option#1 is workable under normal and N-1 contingency conditions but it was not explored further due to dedication of 220 kV D/C Muzaffargarh-PARCO transmission line for PARCO. 5. Interconnection Option #2 has been studied and evaluated in detail and has been found reliable and hence recommended. The cost estimate of the proposed interconnection scheme for Fatima Energy power plant is approximately Rs. 509.87million. Interconnection Study Report-1 for Fatima Energy Power Plant Table of Contents Description Page No. 1 Introduction 1 2 Interconnection Options for Power Dispersal of 100 MW Fatima Energy Power Plant 2 3 Load Flow Analysis 3 3.1 Load Flow Studies (Interconnection Option #2) 4 3.1.1 Peak Load January 2014 4 3.1.2 Peak Load Aug/Sept. 2014 5 3.1.3 Inference about Interconnection Option #2 6 4 Cost Estimate for the Proposed Interconnection Option 7 5 Information Required for Short Circuit and Stability Studies 8 • 6 Conclusions 9 Figure #1: Geographical Diagram of Proposed Interconnection Option 10 Annexure-1: Information Provided by M/s Fatima Energy Limited (8 pages) Annexure-2: System Demand and Expansion Plans (9 pages) • Annexure-3: Load Flow Study Exhibits (10 pages) Annexure-4: Information Required for Short Circuit and Stability Studies (7 pages) Introduction Interconnection Study Report for Power Dispersal of 100 MW Bagasse/Coal Based Cogeneration Project by Fatima Energy Limited. 1. Introduction This Interconnection Study Report-1 contains the load flow studies carried out by Planning (Power) NTDC to propose the transmission interconnection scheme for dispersal of power from 100 MW Fatima Energy Power Plant to the National Grid System. This interconnection study has been carried out on the request of Fatima Energy Limited, which is planning to set up a Bagasse/Coal based cogeneration power plant of 100 MW in MEPCO region. As per information provided by M/s Fatima Energy Limited, the proposed plant comprises of two units (STs) with capacity of 50 MW each. The commercial operation date of Fatima Energy Limited is expected in first quarter of 2014. 1 Interconnection Options 2. Interconnection Options for Power Dispersal of 100 MW Fatima Energy Power Plant The objective of the interconnection study is to propose a transmission scheme for dispersal of power from Fatima Energy power plant to the grid system in a technically reliable manner under both normal and single line contingency conditions. The following interconnection options have been considered in view of the location of the said power plant and the system network in the vicinity: Interconnection Option #1 "A 220 kV D/C transmission line, approx.15.5 km long on single Rail conductor, for looping In/Out of one circuit of existing Muzaffargarh — PARCO 220 kV D/C transmission line at Fatima Energy Power Plant." In this interconnection option the transmission lines has adequate capacity to accommodate the flow of power from Fatima Energy plant to the system under normal and N-1 contingency conditions but the 220kV D/C transmission line from Muzaffargarh to PARCO is owned by PARCO and has also been dedicated to feed load of PARCO. In addition, PARCO is also planning to set up a new power plant at the same location. Keeping in view all these factors, Interconnection Option #1 has not been studied and evaluated further. Interconnection Option #2 "A new 132 kV D/C transmission line, approx. 35 km long on Rail conductor, from Fatima Energy Power Plant to Muzaffargarh New 220/132 kV substation." The geographical diagram showing above interconnection option #2 for dispersal of power from Fatima Energy power plant to the National Grid is attached as Figure #1. 2 Load Flow Analysis 3. Load Flow Analysis The necessary load flow studies have been carried out for the peak load conditions of January and Aug/Sept corresponding to the typical winter and summer seasons respectively. In this regard, system scenarios for peak load condition of January 2014 and Aug/Sept. 2014 have been simulated to analyze the proposed interconnection option for its adequacy for dispersal of power from Fatima Energy power project and also to assess the impact of the proposed generation of Fatima Energy power plant on the power system network in its vicinity. The assumptions considered for the load flow studies are given as under; • Latest load forecast. • Latest generation expansion plan. • Latest transmission expansion plans of NTDC and DISCOs especially, the expansion plans of MEPCO. • The system has been assumed to be operating in an interconnected manner, however, some necessary line openings have been assumed at some parts of the network as per system requirements. • The gross output and auxiliary consumption of Fatima Energy power plant are 100 MW and 8.4 MW respectively as per information provided by the project sponsor. Therefore, the maximum net output of Fatima Energy power plant has been assumed as 91.6 MW in both summer and winter study scanrios. • The maximum generation capacity has also been assumed at the existing power plants of Muzaffargarh, KAPCO, AES Lalpir and AES Pakgen located in the vicinity of Fatima Energy power plant. • The subject interconnection study report is based on the information supplied by M/s Fatima Energy Limited. NTDC/PEPCO is not responsible for the study results on account of any deficiency and/or inaccuracy of the supplied information. The future system demand, generation and NTDC transmission expansion plans considered in the studies, have been attached as Annexure-2. 3 Load Flow Analysis System Study Criteria The load flow studies have been carried out keeping in view of the following system operating criteria/limits in accordance with NTDC's Grid Code: Voltage Limits: ±5% under normal and ±10% under contingency conditions. However, voltages at some generation buses and some substations may be kept upto +8% under normal operating conditions as per network configuration and/or system requirements. Transmission Line Loading Limits: Transformer Loading Limits: 80% under normal and 100% under N-1 contingency conditions. 80% under normal and 100% under N-1 contingency conditions Another important technical criterion for the adequacy of the proposed interconnection is that Fatima Energy power plant and the rest of the power system should operate reliably and within above mentioned operating limits both under normal and single line contingency conditions. 3.1 Load Flow Studies (Interconnection Option #2) The load flow studies for various system scenarios with Interconnection Option #2 regarding dispersal of power from Fatima Energy power plant to the system are described as under: 3.1.1 Peak Load January 2014 Load flow study for the peak load of January 2014 under normal system condition is attached as Exhibit #1. As per load flow study, the power flows on Fatima Energy plant — Muzaffargarh New 132 kV D/C line is 2 x 45.8 = 91.6 MW which is well within limits considering the 202 MVA capacity per single circuit of Rail conductor at 132 kV. In this scenario, 132 kV transmission line from Multan 4 Load Flow Analysis Industrial to MESCO has been kept opened. The study depicts that the system would be operating well within limits under normal conditions, i.e., the voltage profile of the system is within limits and there would be no transmission system constraints in the flow of power from Fatima Energy power plant to the system. Load flow studies have also been carried out for a single line (N-1) contingency analysis and are attached as Exhibit #2-5. It is found that the power flow on the other transmission lines and the voltage profile of the system remain within limits in case of single line contingency of critical sections in the vicinity of the Fatima Energy power plant. The results of the load flow studies are summarized as under: Exhibit # 2 System Conditions Remarks Fatima Energy plant — Muzaffargarh No violations of planning New 132 kV S/C out criteria in terms of line loading and voltage on bus bars. 3 Muzaffargarh New — Multan -do- Industrial 132 kV S/C out 4 Muzaffargarh — Multan Industrial -do- 132 kV (circuit#1) out 5 Muzaffargarh — Multan Industrial -do- 132 kV (circuit#2) out 3.1.2 Peak Load Auq/Sept. 2014 Load flow study for the peak load of Aug/Sept. 2014 under normal system condition is attached as Exhibit #6. As per load flow study, the power flows on Fatima Energy plant — Muzaffargarh New 132 kV D/C line is 2 x 45.8 = 91.6 MW which is well within limits considering the 202 MVA capacity per single circuit of Rail conductor at 132 kV. In this scenario,132 kV transmission line from Multan Industrial to MESCO has been kept opened. The study depicts that the system 5 Load Flow Analysis would be operating well within limits under normal conditions, i.e., the voltage profile of the system is within limits and there would be no transmission system constraints in the flow of power from Fatima Energy power plant to the system. Load flow studies have also been carried out for a single line (N-1) contingency analysis and are attached as Exhibit #7-10. It is found that the power flow on the other transmission lines and the voltage profile of the system remain within limits in case of single line contingency of critical sections in the vicinity of the proposed plant. The results of the load flow studies are summarized as under: 7 Remarks System Conditions Exhibit # Fatima Energy plant — Muzaffargarh No violations of planning New 132 kV S/C out criteria in terms of line loading and voltage on bus bars. 8 Muzaffargarh New — Multan -do- Industrial 132 kV S/C out 9 Muzaffargarh — Multan Industrial -do- 132 kV (circuit#1) out 10 Muzaffargarh — Multan Industrial -do- 132 kV (circuit#2) out 3.1.3 Inference about Interconnection Option #2 As per load flow study results for various operating scenarios, Interconnection Option #2 has been found as a reliable interconnection option for power dispersal of Fatima Energy power plant under normal and single line contingency conditions. On the basis of above analysis, Interconnection Option #2 is proposed and recommended for dispersal of power from Fatima Energy power plant to the National Grid. 6 Cost Estimates for the Proposed Interconnection option 4. Cost Estimates for the Proposed Interconnection Option The cost estimates for the proposed interconnection option to disperse power from Fatima Energy power plant to the National Grid is as under: Sr. No. Description 1 A new 132 kV D/C transmission 9.834 Million line, approx. 35 km long on Rail per km Unit Rate Quantity Cost (Rs. Million) 35 km 344.19 2 20 (Rs. Million) conductor, from Fatima Energy power plant to Muzaffargarh New 220/132 kV substation. 2 132 kV Line bays at 10 Muzaffargarh New Sub-Total 3 364.19 Misc. expenditures including supervision, administration, 145.68 engineering, consultancy & contingent expenditures etc. (@ 40% of Sub-Total) Total Cost of Proposed Interconnection Scheme 509.87 Note: a) The lengths of transmission lines in the proposed interconnection scheme of Fatima Energy power plant are approximate. The exact line lengths would be confirmed after detailed route survey and it would affect the cost estimates accordingly. b) The above cost estimates assume completion of interconnection scheme for Fatima Energy power plant in the year 2013. 7 Information Required for Short Circuit and Stability Studies 5. Information Required for Short Circuit and Stability Studies Detailed short circuit and transient stability studies will be carried out later upon the submission of design parameters/specifications of generators & step-up transformers and the dynamic models for generators, exciters along with Power System Stabilizers (PSS) being a part of Excitation system, and governors by the project sponsors. These studies will be required to calculate short circuit levels at 132 kV switchyard of Fatima Energy power plant and other substations in its vicinity • • and also to assess dynamic performance of the power plant and the system subject to large disturbances. In addition, reactive power capability curve of generators must also be provided by the project sponsor. Conclusions 6. Conclusions (1) The following interconnection scheme has been proposed for reliable dispersal of power from Fatima Energy power plant to the National Grid under normal and N-1 contingency conditions: "A new 132 kV D/C transmission line, approx. 35 km long on Rail conductor, from Fatima Energy Power Plant to Muzaffargarh New 220/132 kV substation." (2) The cost estimates of the proposed interconnection scheme for Fatima Energy power plant are approx. Rs. 509.87 million. (3) The benefits associated with the proposed interconnection scheme for Fatima Energy power plant mainly include: i. Reduction in the loading of 220/132 kV transformer at Muzaffargarh New 220 kV substation. ii. Better voltage control at/around Muzaffargarh New 220 kV substation. iii. Improvement in system reliability, especially for MEPCO load center at/around Muzaffargarh New 220 kV substation. (4) Short circuit and transient stability studies would be carried out later in (final) Interconnection Report-2 after receipt of complete design parameters/specifications of generators & step-up transformers and the dynamic models for Generators, Exciters, Power System Stabilizers and Governors by the project sponsor. (5) The comments on Interconnection Study Report-1 are welcome from the project sponsor and these would also be incorporated in the Study Report-2. 9 FIGUkE # 1: INTERCONNECTION SCHEME FOR POWER DISPERSAL OF 100 MW FATIMA ENERGY LIMITED POWER PROJECT AES PAK LALPIR GEN. GATTI (FAISALABAD-N) D.G.KHAN GUDDU NEW GUDDU PARCO 'N„ BAHAWALPUR TOUNSA M. GARH MULTAN D.G. KHAN MULTAN FATIMA ENERGY 100 MW ___ 35 km 141.-----1 -----------CHAK-139 KBGASHER M . GARH NEW KOTADDU II KEPCO M. GARH IND. ESTATE GUJRAT SOUTH /, V KHAN GARH MULTAN NOTE: DOTTED LINES INDICATE SCOPE OF PROPOSED INTERCONNECTION OPTIONS 10 An nexure-1 • Information Provided by M/s Fatima Energy Limited • G.M.PLANNING POWEWNTOC 21111W AEI ENV Affr AI NV WIMP 16 August, 2010 Fatima Energy Ltd. General Manager Planning, Pakistan Electric Power Company Limited PIA Building, Lahore Subject: LOAD FLOW & CONNECTIVITY STUDY Reference: PROPOSAL FOR IMPLEMENTATION OF 100 MW BAGASSE / COAL BASED COGENERTAION PROJECT UNDER THE NATIONAL POLICY FOR POWER COGENERATION BY SUGAR INDUSTRY Dear Sir, In continuation to our today's telecon we are pleased to submit Project details and other relevant information as under: Project Name Fatima Energy Limited Project Location Sanawan, Kot Addu, Dist Muzaffargarh, Punjab Proposed capacity 100 MW Plant factor 60% plant factor Basic outline of structure and plant the A two unit configuration approach i.e. 2 X 50 MW has been adopted. The boiler technology used in this configuration is Spreader Stocker boilers. In this case one unit will burn bagasse only and the other unit will run on coal. However, both units would have dual fuel bagasse/coal burning capability. You are kindly requested to conduct above referred study enabling us to promptly approach NEPRA for obtaining Generation License and determination of the tarrif. lftikhar Baig ;GM Business Development Head Office : 2nd Floor, Trust Plaza, L.M.Q. Road, Multan. Pakistan. / Tel: 061-512031-2 Lines Facsimile: (92) 61-511677, 584288 NATIONAL TRANSMISSION & DESPATCH COMPANY LIMITED Office of the General Manager Planning (Power) 5th Floor, PIA Building, Egerton Road, Lahore Phone: 042-99202545 Fax No: 042-99202604 -d3 No.GMPP/CEMPITRP-3001Fatima Energy/fk, 0 6 JAN 2011 Chief Executive officer MEPCO Khanewal Road, Multan. Fax: 061-9210350 Atten: Chief Engineer (Operation) Sub: Interconnection of 100 MW Bagasse/Coal Based Cogeneration Project of Fatima Energy Fatima Energy Ltd. is putting up the subject power plant at Sanawa, District Muzaffargarh and it is likely to be connected with the 132 kV network of MEPCO as a result of the interconnection studies to be carried out by Planning (Power). A site visit has been scheduled for this purpose on the dates, 10-11th January 2011 along with representative of the sponsors. Kindly depute a representative from MEPCO, well conversant with the local network for associating with the Planning (P) team for site survey and data collection of the existing 132 kV network in Muzaffargarh area. For coordination purpose, the deputed person may contact with the following; Ch. Muhammad Akhtar, Manager Planning (P) Cell No.0347- 4447726 ( Nisar Ahmad Ba m ?2 , C Chief Engineer Master Planning For info; 1. G M (WPPO) NTDC WAPDA House Lahore. 2, GM (SD) NTDC WAPDA House, Lahore. 3. M/s Fatima Energy Ltd., E-110, Khayaban-e-Jinnah, Lahore Cantt. They are advised to deposit NTDC service charges amounting to Rs.1.5 Million, payable to GM (SD) NTDC WAPDA House Lahore, on account of load flow, short circuit and transient stability studies for interconnection of the subject power plant. (Atten. Mr Amer Baloch, Unit Manager, Projects, Fax: 042-36621389) - Master File Fiiima Energy 1111111/■ 1111 A Fatima Group Company IN/ fall= FEL/NTDC/2011— 3? — February 11, 2011 The General Manager, Planning Power, NTDC, 5th Floor, PIA Building, Egerton Road, Lahore. SUB: Interconnection Study for 100 MW Bagasse/Coal Based Co-Generation Project by M/s.Fatima Energy Limited. REF: Letter No.GM/WPPO/CE-II/DH/1770-71 dated 08.02.2011. • Dear Sir, We have deposited Rs.1,500,000/- (1,500,000 — 6% withholding tax) in the office of G.M (Services Division) NTDC against load flow, short circuit and transient stability study charges. (Copy of D.D attached). Now, we have to provide copy of load flow study to our French Consultant for development of basic design of our cogeneration project planned to be completed by April 2011. It is requested to please accord priority and provide load flow study at the earliest. Your cooperation will be highly appreciated. • Thanking you, Yours faithfully, For FATI ENERGY LIMITED IFTI AR MAHMOOD BAIG G. Business Development Plant Site: Fazal Garh, Sanawan, Kot Addu, Dist. Muzaffargarh. PABX. +92 66 2250514-5, Fax: +92 66 2250512 Head Office. E-110, Khayaban-e-Jinnah, Lahore Cantt., PABX• +92 42 111-FATIMA (111-328-462), Fax: +92 42 36621389, Web. www.tatima-group.com J:77:7 7.1"^A7!, -Wii".4.rA4111111111111111MIME NATIONAL TRANSMISSION & DESPATCH COMPANY LIMITED Office of the General Manager Planning (Power) 5th Floor, PIA Building, Egerton Road, Lahore. Phone: 042-99202545 Fax No: 042-99202604 No. GMPP/CEMPITRP-300/Fatima Sugar Mills/ 55‘-s7 2 3 FE 7011 Ws. Fatima Energy Ltd. E-110, Khayaban-e-Jinnah Lahore, Cantt. Fax: 042-36621389 Atten: Mr. Iftikhar Mahmood Baig, G.M. Business Development Sub: Interconnection Study for 100 MW Bagasse/Coal Based Co-Generation Project by M/s. Fatima Energy Limited Ref: No. FEUNTDC/2011-37-TCS dated 11-02-2011 and the site visit by PEPCO/Planning Engineers regarding the subject matter along with your representative. Please be informed that system studies have been initiated to propose interconnection scheme for power dispersal of the subject project. At first stage, load flow studies will be carried out to determine the voltage and scope of the interconnection of the proposed plant. At later stage the Short Circuit and Transient Stability Studies will be carried out, when the following information pertaining to Generators, Exciters & Governor etc. will also be supplied to us; i) Expected commissioning date. ii) The geographical map indicating the location of the plant site and its distances from the nearby grid stations and transmission lines. iii) Total no of generating units and MW & MVA capacity of each unit. iv) Plant Maximum output in summer and winter seasons. v) Auxiliary consumption (unit wise). vi) Reactive power limits - lagging and leading (unit wise) vii) Total number of step-up transformers and percentage impedance & MVA rating of each transformer. viii) Number of generating units connected to each step-up transformer. ix) Dynamic model data for Generators, Exciters, Power System Stabilizers and Governors according to PSS/E format. -/IY• ( Nisar Ahmad Bazmi ) 11 gineer Master Planning / Chief Engineer For info; General Manager (WPPO), Wapda House, Lahore. Mater File MEI AEI 111111IAIVAII 1111111111 - Fatima Energy , A Fatima Group Company FEL/NTDC/2011- -TO February 28, 2011 The General Manager Planning (Power) National Transmission & Despatch Company Limited 5th Floor, PIA Building, Egerton Road, Lahore SUB: INTERCONNECTION STUDY FOR 100 MW BAGASSE/COAL BASED COGENERATION PROJECT BY M/S.FATIMA ENERGY LIMITED. REF: Your Letter NO.GMPP/CEMP/TRP-300/Fatima Sugar Mills/556-57 dated 23 February 2011. Dear Sir, We thank you for giving priority to our project and initiation of Load Flow Study on fast track. Point wise reply to your queries as pr above referred letter is appended below:i) ii) iii) iv) v) Commercial Operation date Layout of grid connectivity on satellite image As proposed by your team after survey of site in Jan. 2011. Plant configuration Plant max power to grid Aux consumption per unit Quarter 1, 2014 Attached 2 x 50 MW 91.6 MW 4.2 MW Date for point (vi, vii, viii and ix) will be provided later after finalization of design by our French consultant. Please appreciate that data provided above is as per initial feasibility report by our French consultant. Basic design is in progress and configuration may change slightly which will be communicated to you later once finalized. Please feel free to contact us for any other query. V 1, With Warm Regards, IFTI AR MAHMOOD BAIG G.M usiness Development 5, Fax: +92 66 2250512 Plant Site: Fazat Garh, Sanawan, Kot Addu, Dist. Muzaffargarh. PABX. +92 66 2250 Head Office: E-110, Khayaban-e-Jinnah, Lahore Gantt., PABX• +92 42 111-FATIMA (111-328-462), Fax: +92 42 36621389, Web• www.fatima-group.com NNW AIM MI A I V All NW =MP Fatima Energy Limit A 2,1 r e d Fatta Group Company FEL/NTDC/2011/0809 9 Aug 2011 The General Manager Planning (Power) National Transmission and Dispatch Company Ltd 5th Floor PIA Building Egerton Road Lahore Subject: Interconnection Study for 100 MW Bagasse/Coal Based Cogeneration Project by M/s Fatima Energy Limited Ref: NTDC letter # GMPP/CEMP/TRP-300/FSM/556-557 dated 23 Feb 2011 and our letter # FEL/NTDC/2011-41-TCS dated 28 Feb 2011. • Dear Mr. Nisar, We thank you for priority action in completing activities of Load Flow Study for our project. We would like to share latest update regarding our project. In Jul 2011 we initiated our project tender to pre-selected limited EPC contractors immediately on completion of the Basic Design by our French consultant. Please appreciate that deadline for bid proposals is Sep 2011 and grid connectivity is still open issue in the Basic Design as part of tender documents. Load Flow Study is now required for completing grid connectivity details so that EPC contractors can submit bids as per deadline. An early action will be highly appreciated. Thanking you, With regards, For and on behalf of Fatima Energy / Amer Baloch Unit Manager Projects Cc: GM (WPPO), NTDC, WAPDA House, Lahore Plant Site: Fazal Garh, Sanawan, Kot Addu, Dist, Muzaffargarh. PABX: +92 66 2250514-5, Fax: +92 66 2250512 Head Office. E-110, Khayaban-e-Jinnah, Lahore Cant, PABX: +92 42 111-FATIMA (111-328-462), Fax: +92 42 36621389, Web: www.fatima-group.com NATIONAL TRANSMISSION & DESPATCH COMPANY LIMITED Phone: 042-99202545 Fax No: 042-99202604 Office of the General Manager Planning (Power) 5th Floor, PIA Building, Egerton Road, Lahore. No. GMPP/CEMP/TRP-300/Fatima Energy Co-gen Project// Z9-7,2 ,--(.; 3 1 9 AU G 2011 Unit Manager Projects M/s. Fatima Energy Ltd., E-110, Khayaban-e-Jinnah, Lahore Cantt. Fax: 36621389 Subject: Grid Connectivity for 100 MW Bagasse/Coal Based Co-Generation Project by M/s. Fatima Energy Limited Ref: M/s Fatima Energy Limited letter No. FEL/NTDC/2011/0809 dated 09-08-2011. Various options of grid connectivity have been studied in our office for reliable dispersal of power from 100 MW Bagasse/Coal based co-generation power plant, adjacent to Fatima Sugar Mills near Kot Addu, to the National Grid. On the basis of the studies, the following grid connectivity scheme has been proposed for the reliable dispersal of power from the subject co-generation power project to the system: "A 132 kV D/C transmission line from 100 MW Bagesse/Coal based Co- generation Power Project to the 220/132 kV Muzaffargarh New substation" In view of above, 2 No. 132 kV line bays would be required at the switchyard of the subject co-generation power project by M/s Fatima Energy Limited. 110 (Muhammad Daud) General Manager Planning l'13 er Cc: General Manager (WPPO) Master File An nexure-2 • System Demand and Expansion Plans • 22 March 2011 FUTURE GENERATION PROJECTS (Final) PEPCO SYSTEM Sr. No. Year Name of Project Type Fuel Installed Capacity / Retirement (MW) Expected COD Annual Cumulative Capacity Capacity Added / Installed / Planned Planned _ (MW) oinAn Financial Close/ Status Recent Additions 1 2007-08 I Alstom Power Rental Gas 135 Apr 2008 135 2 2008-09 I IPP Hydel 244 IPP Oil 81 163 Nov. 2008 II Malakand-III Attock Gen Ltd I Atlas Power IPP Oil 219 18.12.09 II GE Power at Lahore Rental Gas -150 22.02.10 3 4 2009-10 5 17.03.09 6 III Engro P.P. Daharki, Sindh IPP Gas 227 27.03 10 7 IV Gulf P.P, Gujranwala, Punj. Rental RFO 62 29.04.10 8 V Saif P.P. Sahiwal, Punjab IPP HSD/Gas 225 30.04.10 9 VI Orient P P.Balloki, Punjab IPP HSD/Gas 225 24.05.10 10 VII Nishat P.P. Near Lahore, Punjab IPP RFO 200 09.06.10 11 VIII Nishat Chunian Proj. Near Lahore IPP RFO 200 21.07 10 12 IX 13 X Sapphire P.P. Muridke, Punjab Alstom Power, Bhikki, Punjab IPP Rental HSD/Gas Gas 225 -135 05.10.10 22 06.10 XI *Sumundari Rd F/Abad Rental RFO 150 Dec. 2010 IPP RFO 200 Jan. 2011 14 2010-11 15 XII Liberty Power Tech, F/Abad, Punj. Sub Total (Recent Additions) 1648 350 2377 Total Existing System as of Feb 14, 2011 1 2010-11 19596 I Karkey Project, Karachi Rental RFO 232 Feb. 2011 11 Walters Naudero, Sindh Fauji Mari P.P. Daharki, Sindh Rental IPP Gas Gas 51 202 Feb. 2011 Apr. 2011 committed under testing 1861 21457 committed 2 3 4 III IV WAPDA Hydel 72 V Halmore P.P. Bhikki, Punjab IPP HSD/Gas 225 Mar. 2011 Apr. 2011 under construction 5 6 VI HUBCO-Narowal Project, Punjab IPP RFO 225 Mar. 2011 under testing 7 VII Reshma Power Project Rental RFO 201 Jun. 2011 committed 8 VIII IX Gomal Zam HPP WAPDA Hydel 17 Jun. 2011 under construction Rental RFO 200 Jun. 2011 X XI Jinnah Low Head Mianwali, Punjab CHASHNUPP-II, Punjab WAPDA PAEC Hydel Nuclear 96 340 Jun 2011 May. 2011 9 10 11 Khan Khwar HPP Sabana Rd. F/abad Punj. under testing under construction under construction 12 2011-12 I Allai Khwar HPP, NWFP WAPDA Hydel 121 Oct. 2011 13 II Duber Khwar HPP WAPDA Hydel 130 Oct. 2011 under construction 14 III IV Nandipur Power project, Punjab Fauji Fertilizer Co. Jhimpir, Sindh GENCO IPP RFO Wind 425 50 Dec 2011 Apr. 2012 committed 15 16 V Zorlu Enerji, Jhimpir, Sindh IPP Wind 50 Apr. 2012 17 VI Coal Fired PP at Thar (UCG) IPP Coal 100 Jun 2012 Green Power, Gharo, Sind IPP Wind 50 Jul. 2012 18 2012-13 I 19 II Beacon Energy, Gharo, Sindh 20 III IV UAE G.T, F/Abad Punjab Radian Energy PP 21 IPP Wind 50 Jul. 2012 GENCO IPP Gas RFO 320 150 Dec. 2012 Jun. 2013 22 V Tenaga Generasi, Gharo, Sindh IPP Wind 50 Jun. 2013 23 VI New Park Energy, Gharo, Sindh IPP Wind 50 Jun. 2013 24 VII Kurram Tangi HPP, NWFP WAPDA Hydel 83 Jun. 2013 00300911 876 753 22333 under construction 23086 committed COD not confirmed under construction 22 March 2011 FUTURE GENERATION PROJECTS (Final) PEPCO SYSTEM Sr. No. Year 25 2013-14 Name of Project I Jamal Din Wall R.Y. Khan, Punjab Type Fuel Installed Capacity / Retirement (MW) IPP Bagass / Imp.Coal 80 Jul. 2012 120 50 50 750 50 Jul. 2013 Jul 2013 Jul. 2013 Aug. 2013 Sep. 2013 Expected COD 26 27 28 28 29 II III IV V VI UAE G.T CC, F/Abad Punjab Arabian Sea, Gharo, Sindh Lucky Energy, Jhimpir, Sindh Guddu C.C. Sindh Sapphire Wind, Jhimpir, Sindh GENCO IPP IPP GENCO IPP Gas Wind Wind Gas Wind 30 VII Chichuki Mallian CC GENCO Gas / HSFO / HSD 525 Dec. 2013 31 32 33 34 VIII IX X XI UCH-II P.P. D.M. Jamali, Baloch. Star Thermal P.P. Daharki Sindh Sumundari Rd F/Abad KEL Expansion IPP IPP Rental IPP Gas Gas RFO RFO 375 125 -150 72 Dec. 2013 Dec. 2013 Dec. 2013 Dec. 2013 35 XII New Bong Escape, Mangla, AJK IPP Hydel 84 May. 2013 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 XIII XIV XV XVI 2014-15 I II III IV V VI VII VIII IX X XI XII XIII XIV XV XVI XVII XVIII 2015-16 I II III IV V VI VII VIII IX X XI XII XIII XIV XV XVI 00300911 Kandra Power Project, Sukkur Grange Holding PP, Arifwala Gul Pur (Poonch River), AJK Sachal Energy Dev. Jhimpir, Sindh Golan Gol HPP Integrated Coal Sondha-Jherk Sind TPS Quetta Ext (CC) TPS Sukkar Ext (CC) TPS Shandara Ext. (CC) China Intl W&E Corp., Jhimpir, Sindh HOM Energy, Jhimpir, Sindh Dawood Power, Gharo, Sindh Rental at Satiana Rd. F/abad Punj. Kotli HPP, AJK Patrind HPP, Mansehra, NWFP Zephyr Power, Gharo, Sindh NGPS Multan Ext. (CCPP) Gulf P.P, Gujranwala, Punj. Rajdhani (Poonch River), AJK Metro Power Co. Jhimpir, Sindh TPS Muzaffar Garh Ext Imported Coal PP at Karachi Karkey, Project, Karachi Karot HPP, Kotli, AJK TPS Jarnshoro Ext IPP Gas IPP RFO IPP Hydel IPP Wind WAPDA Hyde? IPP Coal GENCO Gas GENCO Gas HSFC GENCO Gas t iSFC Wind IPP IPP Wind IPP Wind RFO Rental Hydel IPP IPP Hydel IPP Wind Naphtha GENCO Rental RFO IPP Hydel IPP Wind GENCO Gas'HSFO GENCO Coal RFO Rental IPP Hydel GENCO Gas'HSFO 120 147 100 50 106 405 200 120 200 50 50 50 -200 97 147 50 400 -62 132 50 700 1000 -232 720 1050 Dec. 2013 Dec. 2013 Jun. 2014 Jun. 2014 Jul. 2014 Aug. 2014 Sep 2014 Oct 2014 Oct 2014 Oct. 2014 Dec. 2014 Dec. 2014 Dec. 2014 Dec. 2014 Dec. 2014 Feb. 2015 Mar. 2015 Apr. 2015 Jun. 2015 Jun. 2015 Jun 2015 Jun. 2015 Jul. 2015 Aug. 2015 Aug 2015 Coal Fired PP at Sibi Balochistan SPS Faisal Abad Ext CC at Dadu Master Wnd Energy, Jhimpir, Sindh Gul Ahmad Energy, Jhimpir, Sindh AES Imp Coal. Gadani. Balochistan Candidate Imported Coal Walters Naudero, Sindh Neelum-Jehlum HPP Lakhra Coal Fired Plant, Sindh Reshma Power Project Asrit - Kedam HPP, Swat, NWFP Madyan HPP, Swat, NWFP GENCO GENCO GENCO IPP IPP IPP IPP Rental WAPDA GENCO Rental IPP IPP 100 350 1000 50 50 1200 1200 -51 969 350 -201 215 157 Aug 2015 Aug 2015 Sep 2015 Aug. 2015 Sep. 2015 Sep 2015 Sep. 2015 Oct. 2015 Oct. 2015 Nov. 2015 Dec. 2015 Dec. 2015 Dec. 2015 Coal Gas/HSFO Gas Wind Wind Coal Coal Gas Hyde? Coal RFO Hydel Hydel Annual Cumulative Capacity Capacity Installed / Added / Planned Planned (MW) (MW) 2548 25634 Status committed committed under construction 3495 29129 12698 41827 under construction under construction TENTATIVE 500 kV TRANSMISSION EXPANSION PLAN (Upto 2014-15) Sr. No. New Substation 500 kV Transmission Line/ 500/220 kV Transformer Description No. of S/C Lines Length of each Line (km) Transformer Capacity (MVA) Expected Year of Commissioning 1 Ext. at Sheikh Muhammadi 3rd 500/220 kV T/F 1 x 450 2011-12 2 Ext. at Terbela, 3rd 500/220 kV T/F 1 x 237 2011-12 3 Ext. at Ghazi Brotha, 2nd 500/220 kV T/F 1 x 600 2011-12 4 Ext. at Dadu 500 kV, installation of 500/220kV T/F 1 x 450 2011-12 5 Augmentation of 1x450 MVA T/F with 1x750 MVA capacity at Rewat 500 kV G/S 1 x 750 2011-12 6 D.G. Khan Guddu — Multan 2nd circuit In/Out at D.G. Khan 2 20 2 x 600 2012-13 7 R.Y. Khan Guddu — Multan 3rd Circuit In/Out at R.Y. Khan 2 30 2 x 600 2012-13 8 Shikarpur New Guddu — Dadu 1st circuit In/Out at Shikarpur New 2 20 2 x 600 2012-13 9 Guddu — Dadu 2nd circuit In/Out at Shikarpur New 2 22 2012-13 10 Guddu — R.Y. Khan circuit In/Out at Guddu New Power Plant 2 2 2012-13 11 Guddu New Power Plant — M. Garh 1 256 2012-13 12 D.G. Khan — Multan circuit In/Out at M. Garh 2 10 2012-13 13 Lahore New Sahiwal — Lahore single circuit In/Out at Lahore New 2 15 2 x 750 2013-14 Sr. No. New Substation 14 500 kV Transmission Line/ 500/220 kV Transformer Description No. of S/C Lines Length of each Line (km) Gujranwala — Lahore single circuit In/Out at Lahore New 2 50 Transformer Capacity (MVA) Expected Year of Commissioning 2013-14 15 Faisalabad New M. Garh — Gatti 1st circuit In/Out at Faisalabad New 2 1 2 x 750 2014-15 16 Islamabad New Tarbela — Rewat circuit In/Out at Islamabad New 2 40 2 x 750 2014-15 G. Brotha — Rewat circuit In/Out at Islamabad New 2 50 17 2014-15 TENTATIVE 220 kV TRANSMISSION EXPANSION PLAN (Upto 2014-15) Sr. No. New Substation 220 kV Transmission Line/ 220/132 kV Transformer Description 1 Rohri New — Shikarpur 2 Ext. at Burhan 220 kV, installation of 220/132kV T/F No. of D/C Lines s Length of D/C Line (km) 1 50 Transformer Capacity (MVA) Expected Year of Commissioning 2011-12 1 x 160 2011-12 3 Kassowal Vehari — Yousafwala D/C In/Out at Kassowal 2 30 2 x 160 2011-12 4 Bandala Gatti — K.S.K D/C In/Out at Bandala 2 10 2 x 160 2011-12 5 Khuzdar Dadu — Khuzdar 1 300 2 x 160 2011-12 6 Ext. at Bannu, 3rd 220/132 kV T/F 1 x 160 2011-12 7 Augmentation of 1 x 160 MVA T/Fs with 1 x 250MVA capacity at 220 kV GIS Islamabad University 1 x 250 2011-12 8 Augmentation of 1x160 MVA T/Fs with 1x250 MVA capacity at 220 kV Ravi G/S 1 x 250 2011-12 9 Ghazi Barotha — Shahibagh S/C In/Out at Mardan 10 Ext. at Dadu 500 kV, installation of 220/132kV T/F 1 x 160 2011-12 11 Ext. at Sheikh Muhammadi 500 kV G/S, installation of 220/132kV T/F 1 x 160 2011-12 12 Augmentation of lx 160 MVA T/F with 1x250 MVA capacity at 220 kV Mardan G/S 1 x 250 2011-12 2 x 250 2011-12 13 Mansehra Allai Khwar — ISPR double circuit In/Out at Mansehra 1 2 30 1 2011-12 Sr. No. 14 New Substation Ghazi Road 220 kV Transmission Line/ 220/132 kV Transformer Description K.S. Kaku — Ravi S/C In/Out at Ghazi Road + N. Kotlakhpat — Sarfraznagar S/C In/Out at Ghazi Road No. of D/C Lines Length of D/C Line (km) Transformer Capacity (MVA) Expected Year of Commissioning 1 80 3 x 160 2011-12 15 Augmentation of 4x 160 MVA T/F with 4x250 MVA capacity at Sheikh Muhammadi 500 kV G/S 4 x 250 2011-12 16 Augmentation of 2x 160 MVA T/F with 2x250 MVA capacity at Mardan 220 kV G/S 2 x 250 2011-12 17 Augmentation of 4x 160 MVA T/F with 4x250 MVA capacity at Burhan 220 kV G/S 4 x 250 2011-12 18 Augmentation of 2x 160 MVA T/Fs with 2x250 MVA capacity at Rewat 500 kV G/S 2 x 250 MVA 2011-12 19 Augmentation of 2x 160 MVA T/F with 2x250 MVA capacity at Bahawalpur 220 kV G/S 2 x 250 2011-12 20 Loralai D.G. Khan - Loralai 1 200 2 x 250 2012-13 21 Okara New Yousafwala — Sarfraznagar D/C In/Out at Okara New 2 5 3 x 250 2012-13 22 Gujrat New Mangla — Gujranwala S/C & Mangla — Gakkhar S/C In/Out at Gujrat 2 5 3 x250 2012-13 23 T.T. Singh Multan — Samundri Rd D/C In/Out at T.T. Singh 2 1 3 x 250 2012-13 24 Nowshera Ind. G.Brotha — Shahibagh D/C In/Out at Nowshera Ind. 2 5 3 x 250 2012-13 Sr. No. 25 New Substation 220 kV Transmission Line/ 220/132 kV Transformer Description No. of D/C Lines s Length of D/C Line (km) R.Y. Khan Transformer Capacity (MVA) Expected Year of Commissioning 2 x 250 2012-13 500/220/132 kV 26 Chistian New Vehari — Chistian New 1 65 2 x 250 2012-13 27 Shalamar Ravi/K.S.K — Ghazi Raod D/C In/Out at Shalamar 2 2 3 x 160 2012-13 28 D.M. Jamali Uch — Guddu S/C In/Out at D.M. Jamali 1 5 1 x 160 + 1 x 100 2012-13 4 x 250 2012-13 2 x 250 2013-14 Augmentation of 4x 160 MVA T/F with 4x250 MVA capacity at Bund Road 220 kV G/S 29 In & Out of Chashma — Ludewala S/C at D.I. Khan 1 100 31 Uch II - Sibbi 1 125 2013-14 32 Uch I — Shikarpur S/C In/Out at Uch II 1 1 2013-14 33 Uch I — Guddu S/C In/Out at Shikarpur New 1 50 2013-14 30 D.I. Khan 34 Chakwal New Mangla — Rewat S/C In/Out at Chakwal New 1 60 2 x 160 2013-14 35 Lalian New Gatti — Ludewala D/C In/Out at Lalian New. 2 4 2 x 250 2013-14 36 Mirpurkhas New Hala Road — T.M. Khan Road 1 10 Hala Road — T.M.Khan Road S/C In/Out at MirpurKhas New. 1 70 2 x 160 2013-14 37 2013-14 38 Shadman Shadman — Bund Road 1 15 2 x 250 2013-14 39 Islamabad New Burhan — ISPR S/C In/Out at Islamabad New 1 15 2 x 250 2013-14 500/220/132 kV Sr. No. New Substation 220 kV Transmission Line/ 220/132 kV Transformer Description Mansehra/Islamabad University — ISPR D/C In/Out at Islamabad New 40 No. of D/C Lines 2 Length of D/C Line (km) 5 Transformer Capacity (MVA) Expected Year of Commissioning 2013-14 41 Jhang Road Samundri Road — Jhang Road 1 40 2 x 160 2013-14 42 Chakdara Mardan — Chakdara 1 85 2 x 250 2013-14 43 Jhimpir Jhimpir — T.M. Khan Road 1 60 2 x 250 2013-14 44 Gharo Jhimpir — Garho 1 70 2 x 250 2013-14 45 Lahore New Kot Lakhpat New — Wapda Town S/C In/Out at Lahore New 1 45 2013-14 Kot Lakhpat New — Ghazi Road S/C In/Out at Lahore New 1 50 2013-14 500/220 kV 46 47 Mastung Sibbi — Mastung 1 120 2 x 250 2013-14 48 Faisalabad New 500/220/132 kV M-3 Industrial Estate Faisalabad New — T.T. Singh 1 70 2 x 250 2014-15 Faisalabad New — M-3 Industrial Estate 1 70 2 x 250 2014-15 50 Faisalabad New — M-3 Industrial Estate S/C In/Out at Chiniot Ind. New 1 30 2014-15 51 Islamabad West — ISPR 1 15 2014-15 52 Peshawar — Shahibagh S/C In/Out at Peshawar New 1 5 2014-15 49 53 Jamrud Peshawar — Jamrud 1 10 2 x 250 2014-15 54 Kohat Peshawar New - Kohat 1 50 2 x 250 2014-15 Bannu - Kohat 1 150 55 2014-15 Sr. No. New Substation 56 Islamabad 1-10 57 220 kV Transmission Line/ 220/132 kV Transformer Description Rewat — Islamabad University D/C In/Out at Islamabad 1-10 No. of D/C Line s 2 Length of D/C Line (km) 30 Ext.. at Gujrat, installation of 220/132kV T/F S Transformer Capacity (MVA) 2 x 250 1 x 160 S Expected Year of Commissioning 2014-15 2014-15 Annexure-3 0 Load Flow Study Exhibits • MULTAN 534 7 -113.3 1110 2 -649.9 SAHIWAL• -21.0 38.7 M.GARH ROUSCH • GATTI 906.4 -567 2 -96.7 85.4 • D.G.KHAN 880.7 849.4 -93.8 69.0 853.1 753.7 -7.9 78.9 • GUDDU-NEW -204.0 822.3 130.8 -10.4 826.8 688.4 -20.1 94.6 • GUDDU • R.Y.KHAN GATTI • M.GARH-1 M.GARH-2 529.1 -5.8 1.0' 25 T -322 4 -254.8 17.9 18.8 MULTAN 204.0 -122.9 208.6 TT.SINGH • -33 5 TT.SINGH • KAPCO220 531.8 -2.8 -175 6 12.4 -175.6 12.4 208 6 -277 8 -33.5 86 M.GARH-N 269.0 I -354.6 1.0 -41 0 260.4 -266.1 VEHARI • 0.7 9.7 AES-LALP 260.4 207 2 fr; 0.7 123 2 °' 85.6 40.0 • 28.2 05 147 1 -138.0 19.8 -0.2 -138.0 -0.2 147.1 -236.1 PIRNGHAB• 19.8 -8.5 MGARHNEW -85.6 -36.1 ‘-'-'17.8R 8.9 175.0 89 29 2 1.9 0.923 ..x..-. AES-PKGN n350.0 175.0 `-'-'17 8R 89 175.0 89 29 2 1.9 354.8 42.0 -174.5 -9.7 -174.5 -9.7 -174.5 -9.7 -174.5 -9 7 )1 - • BAHWALPR BAHWALPR INTERCONNECTION STUDY FOR FATIMA ENERGY POWER PROJECT 20.0 62 20.0 6.2 228 4 0.7 -20.0 40.0 r,, -9.7 19.4 I"' -20.0 -9 7 PEAK LOAD JANUARY 2014 INTERCONNECTION OPTION #2 227.9 06 140 8 0.2 140.8 0.2 239.6 -128 2 17.4 -25.7 -45.5 -7.9 45.8 91.6 0 7.7 15.4R -45.5 7.9 45.8 7.7 MZFRGARH 37 3 0.2 239.6 230.7 17.4 2.1 1.00 7 KAPC0132 128.2 29 6 17.0 13156307R° 7.8 • TAUNSA KOTADU-0 D G KHAN 10.9 29.3 -6.7 23.7 -29 2 -71.7 -23 8 18.7 74.9 -14 9 D.G.KHAN 10.9 29.3 -6.7 23.7 -29.2 78 9 -23.8 20.7 82.4 29 9 -16.1 0.3 -29 9 11.0 -0 4 22 71.2 25.0 -2.2 20 1 35.7 -1.6 -25 0 -52.0 -20.2 20.9 77.2 56.9 -7.8 0.7 56.9 42.2 -0.7 -3.4 • CHOKMNDA 63.4 17.1 -63.4 42.2 -17.1 -3.4 • CHOKMNDA OASIMBGI 51 7 22.1 SRJ.M.RD• 73.3 70.5 -8.5 4.2 MESCO • 69.5 26.0 71 1 70.2 -• KHANGARH -24.0 21.5 ur -85.1 92 7.8 3.5 134.6 -4.7 93.7 820.0 8.2 26.0R 0 93.7 8.2 228.2 0.0 PARCO FATIMA-E 0.0 34.7 37.4 21.5 1"..- 57.5 P GAIB-1 •-40.6 157.8 17.5R 31 7 157 8 31.7 PIRNGHAB• -236 1 -8.5 226.0 -4 2 MLN-IND -93.1 -12.6 -93.1 -12 6 0 740.3 281 0 300.0 42 21 9R 0 r--\ 350.0 12175 0 VEHARI • 178.1 -7 2 178 1 -7.2 C T.MILL NTERCONNECT1ON STUDY FOR POW ER DISPERSAL OF 100 MW BAGASSEICOAL POWER PROJECT THU, OCT 06 2011 1326 86.0 -6.3 0.0 58 9 r„, .2 36.5 135.3 -1.7 0 31.4 0.0 19.5 -4 6 GUJRAT.S csi 35.7 0.5 138.2 37 • 41 N.A.WALI 0 23 3 8 o 8.0 138.1 3.6 EXHIBIT # MULTAN 534.7 -113.9 1110.2 -649.8 SAHIWAL• -21.0 38.6 • ROUSCH • M.GARH • 906.4 -567.0 -96 8 -84.4 • D.G.KHAN 880.7 -849 5 -93.9 69.1 853 2 -753.6 -8.0 78.7 • GUDDU-NEW 204.0 -822.4 131.5 -10 3 826.9 -688 4 -20.2 94.4 • GUDDU GATTI • • R.Y KHAN GATTI • 529.0 -5.8 1.0' 25 M.GARH-1 M.GARH-2 -322.8 -254.8 17.7 18.6 MULTAN 204.0 -123.6 208 6 TT.SINGH • -33.6 KAPCO220 531.8 -2.8 -175.7 12.1 -175.7 12.1 208.6 -278.1 -33.6 8.3 TT.SINGH • 84.5 45.5 260.4 207.5 a,' 4 • 0.7 124.7 01 2 VEHARI • 28.2 05 147.2 -137.9 20 4 -0.4 -137.9 0.4 -236.1 PIRNGHAB• 147 2 20 4 -8 8 281.3 300.0 4.6 28.3R° M.GARH-N 269.3 I -353.8 1.2 -46.7 260.4 -266.4 0.7 96 VEHARI • MGARHNEW -84.5 -41.5 AES-LALP f.„ 350.0 12175.0 \-117.8R 8.9 175.0 8.9 29.2 1.9 0 9923 178.1 92.9 -6.9 -12.6 178.1 -92.9 -6.9 -12.6 AES-PKGN (...) 350.0 1 2175.0 `-`17.8R 8.9 175.0 8.9 29.2 1.9 354.0 47.7 -174.5 -9.7 -174.5 -9 7 -174.5 -9.7 -174.5 -9 7 081740 7R 7.9 157.8 31.9 157.8 31.9 BAHWALPR INTERCONNECTION STUDY FOR FATIMA ENERGY POWER PROJECT 20.0 6.2 20.0 6.2 228.4 0.8 -20.0 40.0 -9.7 19.4 -20.0 -9.7 227.9 0.6 PEAK LOAD JANUARY 2014 INTERCONNECTION OPTION #2 140.8 0.4 140.8 0.4 239.5 -127.7 17.7 -25.8 239.5 230 7 17.7 2.1 -236.1 -8.8 226.0 -4 2 MLN-IND FATIMA-E 1.00 7 KAPC0132 )1 _307..03 34.7 21.5 -90.5 0.5 91.6 4.7 MZFRGARH 127.7 29.6 0252303.R 0 17.0 7.8 75.1 -13.1 • TAUNSA KOTADU-O D.G.KHAN • 10.8 28.9 -7.6 21.2 -28.8 71 9 -21.3 16.8 D.G KHAN 10.8 28.9 -7.6 21.2 -28.8 -79 1 -21.3 18.6 82 6 29.9 -14.0 0.3 -29.9 11.0 -0.4 2 2 N.A.WALI 71.0 24.7 -3.2 18.0 35.3 -1.6 -24.6 -52.1 -18.1 19.2 77 4 56.9 -6.1 0.7 -56.9 42.2 -0 7 -3.4 • CHOKMNDA 63.4 17.1 -63 4 42.2 -17 1 -3.4 • CHOKMNDA QASIMBGI 51.7 22.2 SRJ.M RD• 73.0 -70.3 -9.7 5.2 MESCO • -69.1 26.8 -84.9 10.2 7.8 3.5 134.4 -4.6 O •BAHWALPR 228.2 0.0 PARCO PIRNGHAB• P.GAIB-1 •57.0 -42.4 93 6 820 0 8.2 26.9R 93 6 82 C.T.MILL NTERCONNEC110N STUDY FOR POWER DISPERSAL OF 100 1,1W BAGASSE/COAL POWER PROJECT THU, OCT 06 2011 13 29 70.7 70.2 -24.8 21.6 85.7 -7.2 )1_ 0.0 58.9 r,..„ 20.1 36.5 1"" 135.0 -1.7 • KHANGARH cs, 31.4 0.0 1( 19.5 -4.6 I O GUJRAT S 35.5 0.5 138.2 3.7 • 0 23.3 o 8.0 138.1 3.6 EXHIBIT # MULTAN 535 0 -114.3 1110.8 -650.5 SAHIWAL• -21.0 38.7 M.GARH ROUSCH • 907.1 -570.0 -96.7 85.1 • D G.KHAN 881.0 -851.6 -93.9 69.1 855.3 754.0 -7.8 78.8 • GUDDU-NEW -200.3 -824.4 131.7 -10.3 829.0 688.7 -20.1 94.5 • GUDDU GATTI • • R Y KHAN GATTI • M.GARH-1 M.GARH-2 529 0 -5.8 1.0 2 ▪5 cn -325.5 -253.2 • 17.8 18.5 MULTAN 200.3 -124.0 208.3 TT SINGH • -33.6 KAPCO220 531.8 -2.8 -176.5 12.1 -176 5 12.1 208.3 -281.7 -33.6 8.9 TT SINGH • 216 9 ?or' VEHARI • 260.5 05 124 3 01 74.2 38 8 • 28.2 0.6 151.4 138 8 20.2 -0.2 -138.8 -0.2 151.4 237.6 PIRNGHAB• 20.2 8.6 MGARHNEW -74.2 -35.8 AES-LALP 350.0 175.0 017.8R 8.9 175 0 8.9 29 2 19 0. 923 AES-PKGN 350.0 175.0 017.8R 8.9 175.0 8.9 29 2 19 347 7 41.2 -174.5 -9 7 -174.5 -9.7 -174.5 -9.7 -174.5 9.7 )1 _370..01 P GAIB-1 • QASIMBGI 51.7 22.2 INTERCONNECTION STUDY FOR FATIMA ENERGY POWER PROJECT 228.2 0.0 PARCO 20.0 6.2 20.0 62 228.4 0.8 -20.0 40.0 -9.7 194 -20.0 9.7 PEAK LOAD JANUARY 2014 INTERCONNECTION OPTION #2 227.9 06 141 7 0.4 141.7 0.4 241.1 134.6 17.8 -25 6 1.00'7 KAPCO132 -45.5 -7.4 45.8 1 91.6 7.2 14.3R° -45.5 -7.4 45 8 72 37.3 05 MZFRGARH 134.6 29.8 7C 7I 17.0 7.8 • TAUNSA KOTADU-O D.G.KHAN 13.1 48 7 -7.3 22 9 -48.6 69.8 -22.9 17.4 72 8 -14 0 D.G KHAN • 13.1 48.7 -7.3 22 9 -48.6 76.8 -22.9 19.3 80.0 29.9 -15.0 0.3 -29 9 11.0 -0.4 2 2 N A.WALI 41.6 19.4 35.7 -1.3 -41.5 -50.2 -19.4 19.8 75.3 56.9 -7.0 0.7 -56.9 42.2 -0.7 -3 4 • CHOKMNDA 63.4 17.1 -63.4 42.2 -17.1 -3.4 • CHOKMNDA 91.4 31.0 -111.0 8.5 7.8 3.5 134.0 -5.3 BAHWALPR 241.1 230.7 17.8 2.1 64.3 SRJ.M.RD41- MESCO • • BAHWALPR 19.1R 31.8 FATIMA-E 347 I, D 21.5 ' 43.8 -40.3 94.6 820.0 8.1 27.1 R 94.6 8.1 158.5 31.8 PIRNGHAB• -237.6 -8.6 225 9 -4.3 MLN-IND -93.9 -12.4 -93.9 -12.4 0 740.3 158.5 285 0 300.0 0 4.6 22.1R M GARH-N 273.3 I -347.5 1.5 -403 260.5 -270.2 VEHARI • 0.5 10.0 178.9 -6.8 178.9 -6.8 94.2 702 • KHANGARH -26.6 21.5 112.4 -2.5 0.0 58.9 r ) 36.5 ,, C.T.MILL NTERCONNECT1ON STUD? FOR POWER DISPERSAL OF 100 MW BAGASSE,COAL POWER PROJECT THU. OCT 06 2011 13 30 135 3 -1.4 • •zr. cv 31.4 0.0 i( a 19.5 -4.6 / 0 GUJRAT.S 138.2 38 135.6 0.7 • • 0 23.3 o 8.0 8 138.1 3.8 EXHIBIT # • M.GARH MULTAN 534 8 -113 3 1110.5 -650.4 SAHIWAL • -21.0 38.9 ROUSCH • GATTI • S GATTI • • R Y.KHAN 906.9 -569.4 -96.7 -84.5 880.8 -851.1 93.8 69.6 854 9 -753 9 200.7 823.9 129.5 -9.9 828.5 -688.7 -20.5 94.6 • GUDDU NEW -8.3 78 9 • GUDDU M.GARH-1 M.GARH-2 529.1 -5.8 1 0.25 • D.G.KHAN -325.1 -253.2 17.9 18.6 0 KAPCO220 MULTAN 200.7 -121.9 208.4 TT.SINGH • -33 4 531.8 -2.8 -176.2 12.9 -176.2 12.9 TT.SINGH • 208.4 -281.2 -33.4 9.9 VEHARI • 260.5 -269.7 0.6 11.0 216 0 VEHARI • 260.5 0.6 119.5 4 • 75.7 41.5 28.2 0.6 PIRNGHAB PIRNGHAB 151.1 -138.9 18.3 0 3 -138.9 0.3 151 1 -237.8 18.3 -7 8 MGARHNEW -75.7 -38.3 -237.8 -7.8 226.0 -4 2 MLN-IND AES-LALP 175.0 /.., 350 0 1 ‘-'117.8R 89 175 0 8.9 29.2 1.9 0.!923 ....,.... 348.6 42.8 -174.5 -9.7 -174 5 -9.7 -174.5 -9.7 -174 5 -9.7 AES-PKGN (...., 350.01 175.0 ‘-'17.8R 8.9 175.0 8.9 29.2 19 58.3 31.2 1 76384.3 R 158.3 31.2 45 6 BAHWALPR INTERCONNECTION STUDY FOR FATIMA ENERGY POWER PROJECT 20.0 6.2 20.0 6.2 228.4 08 PEAK LOAD JANUARY 2014 INTERCONNECTION OPTION #2 -20.0 40.0 -9.7 194 1"---20.0 -9.7 227.9 0.6 141.8 -0.0 141 8 -0.0 241.3 -136.2 17.0 25 5 241.3 230.7 17.0 2 1 1.00'7 KAPC0132 45.8 91.6 8.8 17 6R° -45.5 -9.1 -45.5 -9.1 • BAHWALPR 228.2 00 PARCO FATIMA-E ) _307..05 34.7 121.5 1' P GAIB-1 284.4 300.0 35 22.4R° M.GARH-N 272.7 I -348.4 0.3 -41.9 95.0 820.0 0 8.0 24.6R 95.0 8.0 178.6 94.4 -7.7 -12.3 178.6 -94.4 -7.7 -12.3 45.8 8.8 37.3 05 MZFRGARH 136.2 29.8 17.0 TAUNSA (J251306.10.1 7.8 KOTADU-O 31.4 0.0 Ir a 19.5 -4.6 111 D.G KHAN • 126 17.0 -7.6 27.7 -16.9 -69.3 -27.8 166 72.2 -13.4 D.G.KHAN 12.6 170 -7.6 27.7 16.9 -76.3 -27.8 18.5 79 5 29.9 -14.3 0.3 -29.9 11.0 -0 4 2.2 N A.WALI 92.9 14.5 -7 4 23.6 35.5 -1.3 -14.5 -49.8 -23.7 19.1 74.9 56.9 -6.4 0.7 -56.9 42.2 -0.7 -3.4 • CHOKMNDA 63.4 17.1 -63.4 42.2 -17.1 -3.4 • CHOKMNDA QASIMBGI 51.7 22.1 SRJ.M.RD• 65.1 91.7 -5.8 11.9 MESCO • 113.2 19.1 7.8 3.5 134.8 -5 3 70.2 21.5 • KHANGARH 114.7 -12.7 0.0 58.9 r )1-20.1 36.5 1"11.11 ..„ C.T.MILL INTERCONNECTION STUDY FOR POWER DISPERSAL OF 100 MW BAGASSE/COAL POWER PROJECT THU OCT 06 2011 1310 135.2 -1.4 O GUJRAT S 35 6 0.8 138.2 3.9 • 0 23.3 0 8.0 8 138.1 3.8 EXHIBIT # MULTAN M GARH 535.0 -114.4 ROUSCH • -650.5 SAHIWAL• 1110.9 -21 0 38.8 907.2 -570.2 -96.7 -84.9 • D.G.KHAN 881.0 851.9 -93.9 69.2 855.6 -754.0 -7.8 78 8 • GUDDU-NEW -199.8 824.7 131.6 -10.2 829.2 -688.7 -20.1 94.5 • GUDDU GATTI • R.Y.KHAN GATTI ao- M.GARH-2 529.0 -5 8 1.0 25 M.GARH-1 -325.7 -253.4 17.8 184 MULTAN TT.SINGH • TT SINGH • 199 8 -124.0 208.3 -33.6 KAPCO220 531.8 -2.8 -176.8 12.2 -176.8 12.2 208.3 -282.1 -33.6 8.9 219.2 4 • VEHARI • 260.6 0.5 123.7 0 ' 73 2 39.2 28.2 0.6 139 3 0.0 -139.3 -0.0 152.5 -238.4 PIRNGHAB• 20.0 -8.4 PIRNGHAB 152.5 20.0 MGARHNEW -73.2 -36.2 238 4 -8.4 225.9 -4.3 MLN-IND )1 7:.10 P GAIB 1 e AES-PKGN (-,, 350.01 175.0 \-'17.8R 8.9 175.0 8.9 29.2 19 19.3R 31.7 158.7 31.7 95.3 820.0 8.0 26.9R 95 3 8.0 O • BAHWALPR BAHWALPR INTERCONNECTION STUDY FOR FATIMA ENERGY POWER PROJECT 228.2 00 PARCO 20.0 62 20.0 6.2 228 4 0.8 ., -20.0 40 0 r -9.7 19.4 1"--20.0 9.7 PEAK LOAD JANUARY 2014 INTERCONNECTION OPTION #2 227.9 06 142.2 04 142 2 0.4 241.9 138.7 17.8 -25.4 FATIMA-E 241 9 230.7 17.8 21 1.00 7 KAPC0132 34.7 21 5 1"-- 4.6 -39.3 AES-LALP 350.0 175.0 l_117.8R 8.9 175.0 8.9 29 2 1.9 0.V923 347 0 41 6 -174 5 -9.7 -174.5 -9.7 -174.5 -9.7 -174 5 9.7 -94.6 -12.2 -94.6 -12.2 0 740.1 158.7 285.4 300.0 0 4.6 22.5R M.GARH-N 273.7 I -346.9 1.5 -407 260.6 -270.7 VEHARI • 0.5 10.1 179 2 -6.9 179.2 -6.9 -45.5 -7.7 45.8 91.6 0 7 4 14.9R -45.5 7.7 45.8 7.4 37.3 0.6 MZFRGARH 138.7 29.9 n530 0 17.0 `-'19 113 7.8 TAUNSA KOTADU-O 31 4 0.0 I , a 19.5 -4.6 D.G KHAN 13.2 13.6 7.4 23.0 -13.6 -68.5 -23.1 17.4 71.4 -14.2 D.G.KHAN 13 2 13 6 -7.4 23 0 -13.6 -75.4 -23.1 19.3 78.5 29.9 -15.3 0.3 -29.9 11.0 -0 4 2.2 N.A.WALI 98.8 11.7 0.9 19.6 35 7 -1.3 -11.6 -49.1 -19.7 19.8 74.1 56 9 -7 2 0.7 -56.9 42.2 -0.7 -3.4 • CHOKMNDA 63.4 17.1 -63.4 42.2 -17.1 -3.4 • CHOKMNDA QASIMBGI 51 7 22.2 SRJ.M RD. 62.1 -97.5 -9.0 45 MESCO • -99.4 33 6 102.7 70.2 -28. 21.4 • KHANGARH CS O GUJRAT.S 78 35 134.0 -5.4 C.T.MILL )1 0 0 58.9 20:2 36.5 135.4 -1.3 1') 35 7 0.8 138.2 3.9 • 2 233 o 8.0 138.1 3.8 EXHIBIT # NTERCONNECTION STUDY FOR POWER DISPERSAL OF 100 MW BAGASSE/COAL POWER PROJECT THAI, OCT 08 2011 13 31 • MULTAN 172.6 -111.2 842.8 -406.6 • R.Y KHAN SAHIWAL • 21.2 -73.0 ROUSCH • FBD-NEW 559.8 -586.0 -78.0 -104 7 FBD-NEW • 139 -568.7 328 8 17.0 M.GARH-2 525.0 -3.7 0.1 769 • M.GARH 595.8 -313.0 21.6 -153.9 • D.G KHAN 587 8 -543.5 41 3 -19.7 • GUDDU-NEW 570 9 -500.2 32.9 -0.5 • GUDDU M.GARH-1 -249.7 -148.1 O 16.7 61.8 MULTAN 149.0 -264.5 -30.7 9.8 TT.SINGH• M.GARH-N 252 9 -420 8 -3 0 -48.2 303 4 -250 3 77 7 11.0 VEHARI • AES-LALP 350.0 175.0 15.6R 7.8 175.0 78 29.6 2.3 0 9f23 228 5 09 MGARHNEW -168.0 -42.2 174 1 -120.7 35 5 -3.5 -120.7 -3.5 AES-PKGN n350.0 175.0 '-}15.6R 7.8 175.0 229.6 7.8 23 c) 421.1 49.8 -174.5 8.7 -174 5 20.0 -8 7 6.2 -20.0 40.0 -9.7 19.4 -174.5 20.0 -8 7 6.2 -20.0 -9.7 -174 5 8.7 228.8 1.1 85.9 820 0 10.6 42.0R° 85.9 10.6 151.3 85.3 -8.9 -15.5 151.3 -85.3 8.9 -15.5 267 3 280.0 0.6 23.4R° 0 168.0 51.2 201.2 VEHARI • 303 4 77 7 140.3 c. PIRNGHAB• KAPCO220 529.0 -1.6 13.9 -149.5 -315 1 10.4 149.0 -149.5 TT.SINGH• -30.7 104 779203. 220.0 79.3R 92.5 • BAHWALPR 220.0 92.5 BAHWALPR PARCO FATIMA ENERGY POWER PROJECT PEAK LOAD AUG./SEPT. 2014 228.4 0.0 INTERCONNECTION OPTION #2 8.3 0.9 122.9 -0.3 122.9 -0.3 209.1 -15 7 5.0 -8.7 174 1 -206.4 35 5 -12.5 PIRNGHAB 209.1 -206.4 226.6 -12.5 -3.6 FATI MA-E MLN-IND -45 5 -8.6 45.8 91 6 83 16.6R )1 _309..07 45.5 -45 5 -8.6 45 8 8.3 28.1 1."--1.0 -29.6 P.GAIB-1• QASIMBGH 88.0 23.4 SRJ.M.RD • MESCO • D.G.KHAN • D G.KHAN • 49.7 -73 2 5.0 -5.7 -72.2 16.6 -55.5 56.8 -27.4 12.9 13 2 55.6 -13 4 27.5 -55.5 77.2 -27.4 47 8 73.9 47.5 8.0 23.2 136.3 -2.0 -47.4 60.1 -23.2 12.6 7.8 -•C.T.MILL 3.5 134.2 -5.0 18 CHAK-139 MZFRGARH 13.2 55.6 -13.4 27.5 -85.5 -2 1 INTERCONNECTION STUDY FOR POW ER DISPERSAL OF FATIMA ENERGY LIMITED FRI, OCT 07 2011 9 INTERCONNECTION STUDY FOR )1 0.0 II -25.4 1 135.8 -2.1 157 8.7 195 R 8.6 ° 36.2R 69 5 91.8 -4.6 1.5 136.9 -0.0 61 0 -70 7 -12.0 85 -136.8 -0.3 GUJRAT.S cs, 136.0 -0.6 -91.7 14.4 -1.2 3.8 • N A.WALI 72.1 91.8 -7.1 1.5 -91.7 99.2 -1.2 1.2 • CHOKMNDA 67.8 101.8 -0.2 27.9 -101.8 99.2 -27.5 1.2 • CHOKMNDA CP 9 KHANGARH • TAUNSA KOTADU-O A 41.2 0.0 v '.̀1 25.5 -7.9 R )1 0.0 9.7 ' -2.6 6.0 73.9 -36.5 -14.6 14.9 86.3 74.3 5.1 24.6 KAPCO KBGASHER <12.s 6.5 1.9 37.9 -0.2 57.7 -68.3 -12.3 5.8 1.0 00 15.0 231.0 31.1 62 138.6 1.9 EXHIBIT # MULTAN 172 6 111.8 842.8 -406.5 SAHIWAL • 21 0 -73.2 M GARH ROUSCH • FBD-NEW • 595 8 -312.8 21.5 -152.8 • D.G KHAN 559.9 -586.1 -78.1 -104.6 587.9 41.2 • GUDDU-NEW -13 9 568 8 329.6 17.1 571.0 500.2 32.8 -0.7 R Y.KHAN FBD-NEW M.GARH-2 '524.9 -3.7 0.0769 • 543.4 19.9 • GUDDU M.GARH-1 250.2 148.2 5 16.4 61.5 MULTAN 13.9 -315.8 149.0 TT.SINGH• -30.8 -149.6 10.1 -149 6 10.1 149.0 -264.8 -30.8 9.4 TT.SINGH• AES-LALP (....\ 350.01 175.0 \-i 15.6R 7.8 166 8 175.0 58.3 7.8 228.5 0.9923 29.6 23 0.9 303.4 201.5 VEHARI • 77.6 142.1 MGARHNEW -166.8 -49.2 174.3 -120 7 36.3 -3.6 -120.7 -3.6 151.4 85.2 -8.6 -15.6 151.4 85.2 -8.6 -15.6 AES-PKGN 175.0 O135506R 0 7.8 175.0 229 6 7.8 2.3 420.3 57.1 -174 5 -8.7 -174 5 20.0 8 7 6.2 -20.0 40.0 r„ -9.7 19.4 V-1 -174 5 20.0 8.7 6.2 -20.0 -9.7 -174.5 -8.7 228.8 1.1 220 0 80.3R 92.7 • BAHWALPR 220.0 92 7 BAHWALPR PARCO FATIMA ENERGY POWER PROJECT 228.4 0.0 INTERCONNECTION OPTION #2 28.3 0.9 122.8 -0.1 122.8 -0.1 209.0 15.3 -206.3 226.6 -12.8 -3.6 P.GAIB-1• 91.6 4.9R D.G KHAN • 8 .9 OASIMBGH 1922.9 SRJ.M.RD • -90 5 -0.8 45 5 28.1 -1.4 -31.0 D.G.KHAN • 49.6 -73.0 4.5 -4.7 71.9 17.4 MZFRGARH -55 0 -57 0 -25.1 11.2 13 0 55.2 -14 3 25.2 -55.0 77.2 -25.1 47.8 V- 73.8 47. 6.9 21.3 136 0 -2.0 -47.0 -60.4 -21.2 10.8 C.T.MILL 91.6 4.9 57.9 -68.6 -10.6 4.1 65 61.3 70.9 -10.1 6.7 136.7 -0 3 ,c1.CO GUJRAT S N 135.5 -2.1 69.7 91.8 -2 9 1.5 -91.6 14.4 -1.2 3.8 135.8 -0 6 • N.A.WALI 41.2 0.0 v -1.."4 25.5 -7.9 72.3 91.8 -5.2 1.5 -91.6 99.1 -1.2 1.2 • CHOKMNDA 68.0 101.8 13 27.8 -101.7 99.1 -27.5 1.2 • CHOKMNDA 138.9 2.1 r, • KHANGARH • TAUNSA KOTADU-O 9.7 )1 2.6 6.0 136.8 0.0 N CT, 03 )1 -25.3 O KBGASHER <106 1.0000 15 3 231.0 1.9 KAPCO 151 8.7 530.0 19.5 41 3R 8.6 137.9 18 73.5 -36.7 -15.4 135 86.1 74.3 4.1 24.7 NTERGONNECTION STUDY FOR POWER DISPERSAL OF FATDAA ENERGY LIMBED FRI, OCT 07 2011 921 CHAK-139 13.0 55 2 -14.3 25.2 -85.3 1.1 7.8 3.5 134.0 -5 0 15.1 87 209 0 FATIMA-E MLN-IND )1 _309..06 INTERCONNECTION STUDY FOR PEAK LOAD AUG./SEPT. 2014 174 3 -206.3 36.3 -12.8 PIRNGHAB MESCO 49- 85.7 820.0 0 10.6 43.1R 85.7 10 6 0 720.7 267.7 280.0 0 1.0 31.4R M GARH-N 253.3 -420.0 -2.8 -55 5 303.4 -250.7 VEHARI • 77.6 109 PIRNGHAB• KAPCO220 529.0 -1.6 • `-g 31.1 0 6.2 138.6 1.9 EXHIBIT # • MULTAN 172 9 -112 7 843.4 -407.2 SAHIWAL • • R.Y KHAN 21.0 -73.1 ROUSCH • FBD-NEW • FBD-NEW 560.1 -588.8 -78.2 -105.0 -9.0 571.4 331 3 16.8 M.GARH-2 524.9 -3.7 0.9769 • M.GARH 596.9 -316.2 21.6 -153.9 • D.G.KHAN 590.6 -543.9 41 7 19.9 • GUDDU-NEW 573 6 -500.6 33.3 0.7 • GUDDU M.GARH-1 ••4' -253.7 146.7 E, 16.5 61.4 MULTAN 148.5 -269.6 -31 0 9.5 IT.SINGI-l• AES-LALP 350.0 175.0 s--J15.6R 7.8 153.2 175.0 47.8 7.8 228.5 0.9923 29.6 2.3 0.9 303.0 213.7 VEHARI • 77.4 144.7 ."?. • 0 MGARHNEW PIRNGHAB -153.2 -40 3 80.4 -121.7 36.9 -3 7 -121.7 -3.7 152.7 -8.1 152.7 -8.1 272 5 280.0 1.7 22.8R M.GARH-N 258 5 -411.6 -1.7 -46.1 303 0 -255.8 VEHARI • 77 4 10.7 P1RNGHAB• KAPCO220 528.9 -1.6 9.0 -150.9 -317.4 9.7 148.5 -150.9 TT.SINGH• -31.0 9.7 AES PKGN 175.0 ° 1 355 60 R 0 7.8 175.0 229.6 78 2.3 411.9 47.5 -174.5 -8.7 -174 5 20.0 -8.7 6.2 -20.0 40.0 -9.7 19.4 L'"-- -174.5 20.0 -8.7 6.2 -20 0 -9.7 -174.5 -8.7 228.8 1.2 • BAHWALPR 220.4 92.8 BAHWALPR FATIMA ENERGY POWER PROJECT 228.4 0.0 INTERCONNECTION OPTION #2 28.3 1.0 123.9 0.2 123.9 0.2 210.7 -21.8 15.8 -8.6 210.7 FATIMA-E MLN-1ND -45 5 -7.5 45.8 91 6 7.2 14.3R 0.0 45.5 )1 -39.2 28.1 1."-- -45 5 -7.5 45.8 7.2 -13.2 -30 8 D.G.KHAN • D G.KHAN MZFRGARH 15.6 74.6 13.7 29.1 -74.4 -54.7 28.8 11.9 15.6 74.6 -13.7 29.1 -74.4 77.2 -28.8 47.8 63.7 24.5 136 4 -1.7 -63 5 57.9 -24.4 11.5 45.0 SRJ.M.RD 494.0 93.9 18.7 110.2 5.9 7.8 3.5 133.4 -5.6 INTERCONNECTION STUDY FOR PEAK LOAD AUG./SEPT. 2014 180 4 -208 0 36 9 -13 0 82 8 OASIMBGH 4122.2 MESCO 86.4 820.0 10.5 44 6R ° 86.4 10.5 721.2 220.4 87221,R 92 8 PARCO -208.0 226.5 -13.0 -3.6 P.GAIB-1• -85.8 -15.4 -85.8 -15.4 INTERCONNECTION STUDY FOR POWER DISPERSAL OF FATIMA ENERGY LIMITED FRI OCT 02 2011 922 37.9 0.2 55.6 -66.2 -11.5 4.9 <1117. 6.5 KBGASHER 0.0 -25.4 136.9 0.2 58.7 -68.4 -11.0 7.6 0 -91.8 14.4 -1.2 3 8 0, 021 360 -0 4 • N.A.WALI A 41.2 0 0 I( .'"4 25.5 -7.9 I' 69.7 91.9 -6.3 1.5 -91.8 99.3 -1.2 1.2 CHOKMNDA 65.9 102.0 0.4 27 9 -101.9 99.3 -27.6 1.2 • CHOKMNDA 138.9 2.2 a Ri GUJRAT csi 35.8 -1 9 67.3 91.9 3.9 1 5 97 -2.6 6.0 136.9 -0.1 • KHANGARH • TAUNSA KOTADU-O )1, _0. 0 96.7 -34.7 -14.3 14.0 111.6 74.3 11.9 24.6 C.T.MILL CHAK-139 1.0000 15.8 231.0 19 KAPCO 21 8 8.7 19.5 ° 38 5 3 40 B 0 8.6 • Tr 31.1 0 6.2 138.6 2.0 EXHIBIT # MULTAN 172 7 -111 5 843.1 -407 1 21.1 -73.0 ROUSCH SAHIWAL FBD-NEW • M.GARH 596 6 -3157 21.6 -153.2 • D.G.KHAN 560.0 -588.3 -78.0 -104.4 590.2 -543.8 41.1 -19.8 • GUDDU-NEW -9.4 -571.0 328.5 17.4 573.2 -500.5 32.6 -0.6 • GUDDU R.Y.KHAN FBD-NEW M.GARH-2 525.0 -3.7 0.1769 M.GARH-1 > ,t -253.4 -146 6 *C; 16.7 61.6 MULTAN 9.4 -314.8 148.6 TT SINGH• -30.7 TT.SINGH• 148 6 -269 1 -30 7 10.8 M.GARH-N 257 9 -4124 -3 3 -48.7 303.1 -255 2 VEHARI • 77.7 12.1 213 0 111 • VEHARI • 303.1 77 7 138 6 0 154.5 51.9 228.5 0.9 MGARHNEW -154.5 -44 2 179.9 -121.8 34.1 -3.1 121.8 3.1 152.3 -86.4 -9 1 -15.3 152.3 -86.4 -9.1 15.3 272.0 280 0 0.3 23.8R° AES-LALP (Th 350.01 175 0 PIRNGHAB• KAPCO220 529.0 -1.6 -150.6 10.7 -150.6 10.7 `-'15.6R 78 175.0 7.8 0.9123 29 6 2.3 AES-PKGN 0 350 0 175.0 15 6R 7.8 175 0 229.6 7.8 2.3 412.7 50.2 -174.5 -8.7 -174.5 20.0 -8.7 6.2 -174.5 20.0 -8 7 62 -174 5 8.7 86.9 820 0 0 10.5 41.3R 86.9 10.5 220 2 ° 7791.94.R 0 92.5 • BAHWALPR 220.2 92 5 BAHWALPR PARCO FATIMA ENERGY POWER PROJECT 20 0 40.0 -9.7 19.4 PEAK LOAD AUG./SEPT. 2014 228.4 0.0 INTERCONNECTION OPTION #2 -20 0 -9.7 28.3 228 8 12 1 .0 124.0 -0.4 124.0 -0.4 r, PIRNGHAB• 179.9 -208.3 34.1 -12.0 211 0 -23.7 14.9 -8.6 -208 3 226.6 -12.0 -3.6 r, P.GAIB-1• ,, 45.5 r 28.1 -12.1 -25.9 D.G.KHAN • D.G.KHAN • QASIMBGH 83.2 •24.2 SRJ.M.RD • 211.0 FATIMA-E MLN-IND )1 -39.6 45.4 93 6 5.8 -1.0 -45.5 -9.1 45.8 91.6 89 17.8R 0 -455 -9.1 45 8 8.9 15.2 42.1 -14.2 29.9 MZFRGARH 1 15.2 421 -14.2 29 9 -42.1 77.2 -29.9 47.8 94.9 36.0 5.8 25.3 136 2 -1.7 -35.9 -57.3 -25.4 10.9 -112.6 3.8 CHAK-139 -42.1 -54.0 -29.9 11 3 54.9 -65 5 -10.9 4.3 10.6 a 6.5 114.1 74.3 2.4 24.6 KBGASHER 58.0 -67.7 -10.4 7.0 136.8 -0 1 -1.8 -91.8 14 4 -1.2 3.8 GUJRAT.S V 136.0 -0.3 • N.A WALT 41.2 0.0 1( 25.5 -7.9 '` 69.0 92.0 -5.7 1.5 -91.8 99.4 -1.2 1.2 • CHOKMNDA 65.3 102.0 09 27.9 -101 9 99 4 -27.6 1.2 • CHOKMNDA 138.9 2.2 • KHANGARH 01 N- 1135.8 66.6 92.0 -3.4 1.5 )1 02 , 0 6.0 1"-- 136.9 0.2 co co )1 -205.40 • TAUNSA KOTADU-O 97 cq 1C T MILL 1.0000 14 9 231.0 1.9 KAPCO 23.7 8.8 0 530 0 195 40.0R 8.6 137.9 0.1 34 2 13.5 MESCO 7.8 3.5 134.1 -5 6 INTERCONNECTION STUDY FOR Co • . 31.1 0 6.2 138.6 20 EXHIBIT # NTERCONNECT1ON STUDY FOR POWER DISPERSAL OF FATIMA ENERGY LIMITED FRI OCT 07 2011 923 • MULTAN ROUSCH • 172 9 -112.7 843 4 -407.3 SAHIWAL • 20 9 -73.1 • R.Y KHAN 596.9 -316 4 FBD-NEW •--21 6 -153 8 560.1 -589.0 -78.2 -105.0 FBD-NEW • 8.4 -571 6 331.3 16.8 M.GARH-2 524.9 -3.7 0.1769 • M.GARH • D.G.KHAN 590.9 -543 9 41.7 -19.9 • GUDDU-NEW 573.9 -500 6 33.2 -0.7 • GUDDU M.GARH-1 ,t -253.9 -1470 o 16.5 61.4 MULTAN TT.SINGH• 148 4 -270.0 -31.0 9.5 AES-LALP n350.01 175.0 '-'15.6R 7.8 152.1 175.0 48.4 7.8 0.9123 29.6 228 5 2.3 0.9 216 2 Fe' VEHARI • 302 9 77.3 144.6 0 0' MGARHNEW PIRNGHAB• PIRNGHAB• -152 1 -41.0 181.6 122.1 36.7 3.6 122 1 3.6 r-i 153.0 -8.1 153.0 -8.1 272.9 280.0 18 23.5R° M.GARH-N 258.9 -411.0 -1.7 -46 7 302.9 -256.2 77.3 10.7 VEHARI • KAPCO220 528.9 -1.6 8.4 -151 3 -317.5 9.8 148.4 -151.3 TT.SINGH• -31 0 9.8 AES-PKGN 350.0 175.0 15.6R 7.8 175.0 229.6 7.8 2.3 411.2 48.1 -174.5 -8.7 -174 5 20.0 -8 7 6.2 -20.0 40.0 r.,, -9.7 19.4 1.--- -174.5 20.0 -8 7 6.2 -20.0 -9.7 -174 5 -8.7 228.8 1.2 1 220 5 0 872214.R 92.8 • BAHWALPR 220 5 92.8 BAHWALPR PARCO 28.3 1.0 124.3 0.2 124.3 0.2 211.5 -25.7 15.9 -8.6 181.6 -208.8 36.7 -12.9 211.5 FATIMA-E MLN-IND 45.5 9.20 28.1 )1 _30 -15.5 -30.1 D.G.KHAN 1.8 OAS1MBGH 41 822.3 SRJ.M.RD • MESCO • D.G.KHAN • 44.1 98.1 4.1 -8.4 -45.5 -7.7 45.8 1 91 6 7.4 14 9R -45.5 -7.7 45.8 15.7 39.3 -13.9 24.7 -39.3 77.2 r.„. -24.7 47.8 1"..-33.5 -21.0 C.T.MILL 6.5 56.5 1.9 KBGASHER 137.0 0.3 57.3 -67.0 -11.4 8.0 137.0 -0.0 •T. GU. RA1 cs 7 Nr cN a, Oa -25.5 00 136.0 -1.7 • TAUNSA KOTADU-O -91 8 14.4 -1 3 3.8 65.8 92 0 -4 4 1 5 68.2 92.0 -6.8 1.5 -91.8 99.4 -1.3 1 2 • CHOKMNDA 64.7 102.0 0.0 27.9 -102.0 99.4 -27.6 1.2 • CHOKMNDA 138.9 2.2 136.1 -0 3 • N.A.WALI 41.2 0.0 a 25.5-7.9 1( 0 0 9.7 -2.6 6.0 104 1 -33.6 -14.9 14.3 • KHANGARH 1.0000 15.9 231 0 19 KAPCO 25 7 8.8 530.0 19.5 37.0R 8.6 7.4 37.9 02 54.2 -64.8 -11.9 5.3 -39.3 I -53.4 -24.7 12.2 74.3 24.5 INTERCONNECTION STUDY FOR POWER DISPERSAL OF FATIMA ENERGY LIMITED FRI, OCT 07 2011 923 CHAK-139 MZFRGARH 15.7 39.3 -13 9 24.7 99.5 33 6 14.0 20 9 136 3 -1.6 -100.9 20.2 7.8 3.5 133.4 -5 7 INTERCONNECTION STUDY FOR FATIMA ENERGY POWER PROJECT PEAK LOAD AUG./SEPT. 2014 INTERCONNECTION OPTION #2 228.4 0.0 -208.8 226.5 -12 9 -3.6 P.GAIB-1• 87.0 820.0 10.5 44 4R ° 87 0 10.5 -86.4 -15 3 -86.4 -15.3 • ) '4? 31.1 ci 6.2 138.6 2.0 EXHIBIT # Annexure-4 Information Required for Short Circuit and Stability Studies • PSOE-32.0 PSS®E Model Library Generator Model Data Sheets GENROU 1.19 GENROU Round Rotor Generator Model (Quadratic Saturation) This model is located at system bus IBUS, Machine identifier ID, This model uses CONs starting with J, # and STATEs starting with ZSORCE for this machine is on the above MBASE CONs # PMECI I EFD Efd V VOLT at , K. T for each of MBASE. The machine MVA is units = Note: Xd, Xq, X'd, Pin Terminal Bus Speed Source Current Terminal Voltage +j Description Value J Tdo (>0) (sec) J+1 T"'do (>0) (sec) J+2 T'clo (>0) (sec) J+3 T"qo (>0) (sec) J+4 H, Inertia J+5 D, Speed damping J+6 Xd J+7 Xq J+8 X'd J+9 X'q J+10 X"d = X"q J+11 XI J+12 S(1.0) J+13 S(1.2) X"d, X"q, X1, H, and D are in pu, machine MVA base. X"q must be equal to X"d. 1-44 Siemens Energy, Inc., Power Technologies International PSS®E-32.0 PSS®E Model Library Generator Model Data Sheets GENROU STATEs # Description K E'q K+1 Ed K+2 ykd K+3 ykq K+4 A speed (pu) K+5 Angle (radians) IBUS, 'GENROU', ID, CON(J) to CON(J+13) / Siemens Energy, Inc., Power Technologies International 1-45 PSS®E-32.0 PSS®E Model Library Excitation System Model Data Sheets EXST1 6.35 EXST1 IEEE Type ST1 Excitation System This model is located at system bus # IBUS, ECOMP Machine identifier # ID, ETERM This model uses CONs starting with # J, XADIFD and STATEs starting with # K. VOTI ISG EXST1 EFD VUEL VOEL CONs # Description Value TR J J+1 VIMAX J+2 VIMIN J+3 Tc J+4 TB (sec) J+5 KA J+6 TA (sec) J+7 VRMAX J+8 VRMIN J+9 Kc J+10 KF J+11 TF (> 0) (sec) STATEs K # Description Vmeasured K+1 Lead lag K+2 VR K+3 Feedback IBUS, 'EXST1', ID, CON(J) to CON(J+11) / 6-80 Siemens Energy, Inc., Power Technologies International PSS°E-32.0 Excitation System Model Data Sheets EXST1 PSS®E Model Library VREF Vs VIMAX VT VRMAX KC 1IFD ► ECR 1 + sTR 1 + sTo KA 1 + sTg 1 + sTA EFD VT VRMIN VIMIN IIFD sKF 1 + sTF VS = VOTIISG + VUEL + VOEL Siemens Energy, Inc., Power Technologies International 6-81 PSS®E-32.0 PSS®E Model Library Stabilizer Model Data Sheets STAB1 3.15 STAB1 Speed Sensitive Stabilizing Model This model is located at system bus # IBUS, Machine identifier ID, # This model uses CONs starting with # J, and STATEs starting with K. CONs # # SPEED ► Value K/T (sec)-1 J+1 T (sec) (>0) J+2 Ti/T3 J+3 T3 (sec) (>0) J+4 T2/T4 J+5 T4 (sec) (>0) J+6 HLIM K VOTHSG Auxiliary Signal Description J STATEs STAB1 # Description Washout K+1 First lead-lag K+2 Second lead-lag IBUS, 'STAB1', ID, CON(J) to CON(J+6) / 11 L1M SPEED Speed (pu) Ks 1 + Ts 1 + T1 s 1 + T3s 1 + T2s 1 + T4s ► VOTHSG -11Lim 3-40 Siemens Energy, Inc., Power Technologies International Turbine-Governor Model Data Sheets TGOV1 PSS°E-32.0 PSS®E Model Library 7.20 TGOV1 Steam Turbine-Governor This model is located at system bus tl IBUS, Machine identifier if ID, This model uses CONs starting with J, and STATEs starting with K, and VAR L. CONs # SPEED Value J TGOV I PMECH Description R J+1 T1 (>0) (sec) J+2 VMAX1 J+3 VMIN1 J+4 T2 (sec)2 J+5 13 (>0) (sec)3 J+6 Dt1 1 VmAx, VMIN, Dt are in per unit on generator base. 2 T21T3 = high-pressure fraction 3 T3 = reheater time constant STATEs # Description K Valve opening K+1 Turbine power VARs L Description Reference IBUS, 'TGOV1', ID, CON(J) to CON(J+6) / 7-58 Siemens Energy, Inc., Power Technologies International Turbine-Governor Model Data Sheets TGOV1 PSOE-32.0 PSS®E Model Library VMAX Reference VAR(L) Siemens Energy, Inc., Power Technologies International PM ECI I 7-59 Plant Characteristics • • Characteristics Values Generation Voltage 132 kV Frequency 50 Hz Power Factor 0.8 lagging / 0.9 leading Alternative Fuel Dual Fuel (Bagasse / Coal) Auxiliary Consumption About 9 % $V O O dm Tfr T 7. 77, ■ && ains 4 16 kW tem trip. Caron In in n. Frai, on & Pontr Inon.mont Diagram • teWinn 0■ 11.-00 - _L_ j