filename: sind transmission & dispatch company (stdc).pdf

8/17/2019 Filename: Sind Transmission & Dispatch Company (STDC).PDF

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chSTDC

,

No. CEO/ STDC/NE PRA/ 2015(16)SINDH TRANSMISSION AND

DISPATCH COM PANY (PVT.) LTDGOVERNMENT OF SINDH

3rd Floor State Life Building-3Dr. Zia-uddin Ahmed Road Karachi)

Ph: 021-99207129

THE CHAIRMAN,

National Electric Power Regulatory Authority,Islamabad.Pakistan.

Karachi, dated: July' 14, 2015

Dear Sir,

GRANT OF SP IAL PURPOSE TRANSMISSION LICENSE TO SINDHTRANS MI ON DISPATCH COMPANY (PVT..) LIMITED(HEREI FTER THE STDC ) TO OPERATE AS SPECIAL PURPOSETRA ISSION LINE COMPANY

R 'erence the captioned matter, please note that STDC being a wholly owned

mpany of the Government of Sindh intends to acquire a Special Purposeransmission License under section 19 of the Regulation of Generation,ransmission and Distribution of Electric Power Act, 1997 from NEPRA to

.. . .,,rtrn the business of Special Purpose Transmission of Electricity. Initially,STDC is considering a power dispatch line of approximately 85 km fromSindh Nooriabad Power Company (Pvt.) Limited (SNPCL) and SindhNooriabad Power Company (Pvt.) Limited Phase-II SNPCL, to KDA Scheme33 Grid Station of K-E lectric at Karachi. Power g eneration is expected in earlyof 2016. As the matter is of utmost urgency, you are hereby requested to issuethe required license on urgent basis which will be the cause of comfort to thegeneral public in the d ire need o f electricity.

For the above purposes, STDC hereby applies to you for issuance of licenseand hereby submit you the required information/ documents as mentioned inthe National Electric Power Regulatory Authority Licensing (Application &Modification rocedure) Regulations, 1999 (the "Regulations"), as follows:


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,,,s,in elevant Description Statusv ication or icense n he

f , IF at as provided in Schedule 'I' ofI • ulations

Attached herewith as Annexure -A

eication F ee: - ,o‘) C

Pay Order for an amount of Rs.209,208/- Rupees wo ac, inethousand, two hundred and eightOnly) s ttached erewith sAnnexure -B

Certificate of Incorporation of STDC(CTC issued by SECP)

Attached herewith as Annexure -C

Memorandum of Association andArticles f ssociation f STDC(CTC issued by SECP)

Attached herewith as Annexure -D

In case STDC has submitted theannual eturn equired o e

submitted o he egistrar fcompanies pursuant to section 156 ofthe Companies Ordinance, 1984, thelast filed annual return

As STDC was incorporated on 17-01-2015 n ECP nd as et otcompleted one year, therefore, annualreturn cannot be filed. However, copyof FBR NTN is attached as Annexure-E.

CV's f he TDC's eniorManagement

Attached herewith as Annexure -F

CV's of the STDC's technical staff Yet not hired. Shall be submitted indue cou rse of time.

CV's of the STDC's profession staff Yet not hired. Shall be submitted indue cou rse of time.

Evidence f he vailability fadequate inancial nd echnicalresources for the purposes of thespecial urpose ransmissionbusiness

The ompetentuthority asallocated s 300 illion or he

transmission line construction project.Rs 300 million has already depositedin STDC accoun t.

The ype, echnology, odel,technical details and design of thefacilities proposed to be acquired,constructed, developed or installed

Attached herewith as Annexure -G.

A territorial map of the service areaproposed to be covered

Attached herewith as Annexure -H.

Particulars n espect f heavailability, ources, ates ndevidence of commitments from thesources of electric power

The ransmission ine s pecialpurpose meant for evacuating powerfrom SNPCL and SNPCL phase -I toK-Electric KDA - 33 Grid station.Wheeling agreement between SNPCL,STDC nd -Electric hall esubmitted after finalization.

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'St- c,b

6 6 )The Government Of Sindh has established "Sindh Transmission and.,., Dispatch Company (STDC)" to cater off national grid power

. . .

" t . .evacuation from above mentioned power generation projects. Initially,

Bch4 0 he ST DC is considering a pow er transmission line of approximately 75

STDC km from M/s Sindh Nooriabad Power Company (Pvt.) Limited(SNPCL) and M/s Sindh Nooriabad Power Company (Pvt.) LimitedPhase-II SNPCL, to KDA Scheme 33 Grid Station of K-Electric atKarachi. Power generation is expected in early of 2016. The objects ofcompany are elaborated in its Memorandum of Association.

2. The bid for construction of said 132 kV Transmission line was calledthrough NIT for Survey, Design, Tower Staking, Foundations, Erection,Stringing, testing and Commissioning of Double Circuit 132 kV

transmission line. After going through the bidding process andTechnical/ Financial evaluation of the bids from the participatingbidders, M/s Technoman Kinetics (Pvt.) Ltd was qualified as thesuccessful bidder.

3. Sindh Transmission and Dispatch Company believe in environmentfriendly workings, therefore ESIA has been bundled in biddingdocument to bind the contractor to conduct ESIA prior to execution ofproject.

4. The ST DC is in the process of appointing the qualified and experiencedmanagement Staff which includes regular Chief Executive Officer,Senior General Manager (Technical), General Manager( Technical),General Manager (Finance). All the positions advertised requiresexperienced and able Engineers and officers having capability andrelated experinece necessary to operate a Transmission Line Company.Job advertisement attached herewith as annexure -I.

5. The CEO and Senior General Manager appointed by the competentauthority are fully versed with engineering practices as evident fromtheir past experience in K-Electric which is engaged simultaneously in

Generation, Transmission and Distribution of Electric Power to one ofthe largest metropolis of the World for the last 100 years. The CE O hadbeen worked in highly technical environment in various departmentsof K-Electric and is fully aware of the conditions of the License. TheCV 's of both these senior level Eng ineers are attached herew ith.

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Signature:

Name:

Designation: hief Executive Officer

CNIC No.: 2201-7267925-3

/ 0ChiefExecu tive Officer

Hassan Raza A bbasiSindhTransm ission &DispatchCom pany i NO Ltd

..c a S tru s

tr

c

indh Transmission and Dispatch Company have been incorporated

d 6,


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P.O. No. NPO/A 045593EXACTLY Rs:209.208.00NBP

Nat ion a l Ban k o f Paki s tan July 1522015NEW S INDH SEC RETARIAT, BRANC H. KARACHI.

NATIONAL ELECTRIC POWER REGULATORY AUTHORITY(NEPRA)or Order

sp

m

od Two Hundred Nine Thousart

Pay

Rupees wo Hundred Eight and Paisa 00 ONLY

***209,208.00Rs.

for Na Ban o

ff i ce r tr yanager / Orger

2045 S 9 31160 70 0 S 31:00000000000


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A.

SCHEDULE I(REGULATION 3(1))

FORM OF APPLICATION

The Registrar,National Electric Power Regulatory Authority.

SUBJECT: Application for a SPECIAL PURPOSE TRANSMISSION License

I, Hassan Raza Abbasi, Chief Executive Officer (CEO) being the duly authorized representative of

SINDH TRANSMISSION DISPATCH COMPANY (STDC) by virtue of [BOARD

RESOLUTION/POWER ATTORNEY] dated \ 0 -4 -:0 1S, hereby apply to the National Electric

Power Regulatory Authority for the grant of a SPECIAL PURPOSE TRANSMISSION LICENSE to the

SINDH TRANSMISSION DISPATCH COMPANY Pvt. Ltd (STDC) pursuant to section 3(1) 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 Bank Draft # 5 O tl c C9 3 dated 1 n/4 — 1 S---in the sum of Rupees e \ ° CI I . 132.1"",

being the non-refundable 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.

Date: \C — A W -

HASSAN RAZA ABBASICHIEF EXECUTIVE OFFICER

SINDH TRANSMISSION DISPATCH COMPANY

Chief Executive OfficerSindh Transm iss ion & D ispatch

C om pan y (PvtI lt i

/1

2tV"


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THE cOWANTES CiRDINANCE, 1984

(. ,14:4;.NY UNIX BEY 8HAP,,,ES)*pit 4i4TA .

of' AN&SSIO5P

IkPAS -(PVT4

(

The name of the Compatty is 4•Sirtiflt Transmissicit hisCompa*:(Pvt) Limited".

The Registered ,Office-Of the Conipany will be situated in the

Province Of Sindh.

The objects for which the Company is established are all orany of the following:-

1. To acquire, establish, construct, take over, erect, lay, operate,run, manage, hire, lease, buy, sell, maintain, enlarge, alter, work

and use, renovate, -modernize, -electrical transmission linesand/ or network through extra high voltage, high voltage,medium voltage and low voltage lines and associated sub-stations including distribution centers, cable wires, accumulatorplants, motors, apparatus, computers and materials connectedwith transmission, distribution, ancillary services, supply ofelectrical energy, telecommunication and tele-metering

equipment.

2. To undertake., for and o n behalf of others the erection,operation, maintenance, management of extra high voltage,high voltage, medium voltage and low voltage lines andassociated sub-stations, equipment, apparatus, cables and wires.

3. To carry on the business of purchasing, selling, importing,exporting, wheeling, system operation, trading of power,including finalization of tariff, billing and collection thereof. To

execute Power Purchase Agreements with generating

companies, Federal and 'provincial generating stations, regional

Electricity Boards, Utilities, Companies and persons.

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4. To execute ,agreements for sale of power to distributioncompanies and other 'persons and to coordinate, aid and adviseon the activities of other companies and concerns, includingsubsidiaries, associates and affiliates engaged in generation,transmission, distribution, supply and wheeling of electricalenergy.

5. To .schedule and dispatch generation of all units Connected tothe Provincial power 'system including the Federally ownedgenerating stations, in respect of the share assigned to theprovince and electricity purchased from other provincial'undertakings.

6. To study, investigate, collect information and data, reviewoperations, plan, research, design and prepare project reports,diagnose operational difficulties and weaknesses, and advise onthe remedial measures to improve and modernize existing EHV,I-IV, MV, LV lines and sub stations. To forecast load and plangenerations in consultation with distribution, transmission

or/and generation companies. To tender and finalize contractsfor purchase of power from new generation plants, includingIPPs.

7. To arrange„ secure and make available to its subsidiaries andothers concerned for the organizations, such facilities, resources,inputs and services as may be required. To obtain charters,Concession et al.

' P o ' ' A 4 4 11 V Pfi* - 4-4,-,

To enter into any arrangement with the Government of Pakistanor any other Government or any local or ProvincialGovet=ent or with Authorities, national, local, municipal orotherwise or with any person for the purpose of directly orindirectly carrying out the objects or furthering the interest ofthe Company or its members and to obtain from any suchGovernment, Provincial Authority or person any charters,

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subsidies, loans, indemnities, grants, contracts, decrees; righ ts,sanctions, privileges, licenses or concessions whatsoever,(whether statutory or otherwisq) which the,Compan y may think

desirable to obtain and tarry out, exercise and comply with thesame.

9. To .directly or indirectly carry on all or any of the businesses ofgenerating, purchasing, importing, transmitting, transforming,converting, -distributing„ supplying, exporting and dealing, inelectricity and all otherforrnsof -energy and products or servicesassociated therewith and of promoting the conservation andefficient use of .electricity and to perform all other acts which arenecessary or incidental to the business of electricity generation,transmission, distribution and supply.,

• 10.To d irectly or indirectly carry on the business of works and fullset of services required within the electricity supply industryincluding bu t not limited to environmen t and property services,institutional reform and development, strategic planning,power systems analysis, power quality, project feasibility

development, detailed design and construction supervision fornetworks of provincial/ national scale and for all systemvoltages (kV) to interact with power utilities provision ofenvironmental and engineering services for power transmissionand distribution (T& D) infrastructure and to do all such ,acts,deeds or things as wou ld be required for effect fulfillment of thesaid objective..

11. To establish or, to carry on the business of acquiring,establishing, constructing, com missioning, equipping, setting

4 i)1 up, using, managing, operating and maintaining Thermal,id Hydro, Nuclear and all kinds of conventional and not-

4t4Exch;,i;;;,. conventional Power P lants.., power grid station, transforming;switching, conversion, and transmission facilities, powertransmission systems, Power systems, cables, overhead lines,sub-stations, switching stations, tunnels, cable bridges, link

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boxes, heat pumps, plant and equipment for combined heat andpower schem es, ,offices, computer centers, shops, dispensingmachines for pre-payn cards and other devices, Shoo:O ,

depots, factories, workshops, plants., printing facilities,warehouses arid other storage facilities generation statiorisbased on conventional / non-conventional resources forevacuation,- .gerteration, transmission and distribution of powerthrough establishing or using station, tie-lines sub-stations andtransmission lines on commercial basis including bit notlimited to build, own and transfer (BO T), built own and operate(BOO) and/ or build, own lease and transfer (BOLT). and/or

build, own, operate and transfer,(BOOT) basis and to .carry onthe business of acquiring„ operating, managing and maintainingpower transmission system, power generation stations, tile-lines, sub-stations and transmission lines, either newly set up o racquired from Provincial Electricity Boards, Power UtilitiesGenerating Companies, Transmission Companies, DistributionCompanies, Provincial Governments) Licensees, StatutoryBod ies, other organizations and bulk consumers of power and

for any or all of the aforesaid purposes, to do trading and all thenecessary or ancillary activities as may be considered necessaryor beneficial or desirable.

12.To participate and undertake work on transmission anddistribution analysis and ne twork planning; Pow er generationsystems analysis; Substation and transmission line design; --Power system protection; Communications; SupervisoryControl and Data Acquisition (SCAD A)„ metering and energymanagement Systems; Load dispatch centers; High voltageunderground cables; Transmission and substation sitting andland planning, Sub-soil investigation and earthing systemsSystem efficiency and loss reduction programs; -- 'Constructionsupervision; Comlnissioning; Training and technology transfer.

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13.To provide turrikeyservices covering studies and ,ertgirieering ofall,components of power transmission grid, including AC and

DC substations,. training in these fields -as we ll as it networkmaintenance 'and operations undertake studies, detailedengineering and construction supervision 'kilometers of powertransmission lines and a great number of transformer andconverter stations with all voltages W s. in alternating curren tand in d irect current.

14.To take over, acquire, purchase, take on lease exchange or

otherwise hold any TransinisSion, Generation and D istribution,concessions of -whatever nature or extent and to use, exercise,deal with, sublease or otherwise turn to account any such rights,licenses, grants, claims options, privileges so acqu ired in anyway or manner the company deems fit.

15.To carry on the business, to invest the capital of the Company inthe interest in property, real and personal and dispose of thesame in the manner and at the time the Company thinksopportune to secure profit.

16.To invest in acquire„ hold, sell or otherwise deal in, directly orindirectly, or through its subsidiaries, associate companies,consortium, partnership, joint ventures, special purpose veh icleor otherwise, any shares, stocks, debentures, debenture stock,warrants, any other financial instruments, bonds obligations

e nd Securities issued or guaranteed by any companycon.stittrted or carrying on the buSirtess in Pakistan. and Sind orelsewhere Or Government, Provincial Government Semi-' eGOvernment, Semi Government Authorities, local Authorities,

e ,e ,e„ ,d :E lPublic, Sector U -ndertakings, FMancial Institutions, Public Body.,any other persons or otherwise, and/ or to carry on andundertake the business of finance, making loans or adV ances,investment, .merChant bankers, underwriters.

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17.To employ experts, to investigate and examine into thecondition, prospects value character,. andCitCUrritta.rteesOf any

business and ifiaintain-=,,agenties, branch places and local

registers and,*Ere rifie.coin.Party to: he registered and to carry-on bu,siriesS'in.:01::pakdr.the*orldi

IS:TO purchase, talf4-ot, lease orhire exchange, hire or otherwiseacquire- arty tnov,able- property and any rights or privilegeswhich the -Company may think necessary or convenient forpurpose of its business or which may enhance the value of anyother property of the Company and in particular land and

easements, mathinery, plant, stock in trade andgoodwill.

19.To amalgamate, enter into partnership or into any

arrangements.

20.To improve, m anage, d evelop, grant rights or privileges inrespect of or otherwise deal with al" or any of the property and

rights of the Company.21.For the purposes of achieving the above objects, the company is

authorized:-

i) o borrow or raise money lymeans of localand foreigncurrencyloans from schedtiled banks, industrial banksand financial institutions including 1-113FC and otherspecialized institutions or non-bank finance companiesfor the purpose of purchase, manufacture, market,supply, export and import of machinery, constructionactivities and improvertqats, repair and renovatimsbuildings,. warehouses, factories, sheds, offices.,hospitals, ports, parks, clubs, entertainment, andrecreation 'areas, industrial zones, bridges, flyovers andsub-ways, roads„ highways and motorways,. high riseresidential and commerCial complexes, residentialtowns, building and for the purpose of working capitalor for any other purpose.

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,and allied items ,ileq-i4.0pci,-41.3:= -'ee., ';'6qticki.- t , -.i ,Iran) manner the company may thi pl


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iiiir:,Atiritilia140;'-.*Vi'it'Os. 'buildings, ",.'- ,: ,?p l an t s , _ , eq t . f i .. . e i n tS . , I, - : -VI7-yi l . , :eges-„ , .-1, ,glA tai.

fs--.:- 'tp.ir $; patenitw aTdi. 11-. x I P - ' ,I.Pr.:.-.'13.xoperty- of - any'., ciesoript# ,cir the

t:4,14.y..,deem necessary or -wiliat:i01-Fieem: 'to,,,-.„..0.iOanty -capable ,of being , turrie&-to -,,:accoumt,.A . . . .,• , . .:

perrnissiones require&underthelaw.

To invest surplus money of the: Company in ,shares,stocks orsecuritie,s of any company, debentures,debenture stocks or in any investrnents,,Sllort tent-aridlong term participation, terra finance certifieateS,or anyother government securities in such man ner aS mayfrom time to time be decided by the directorst-Withotindulging non banking finance. business, ;bankingbusiness or an investment dornpany or , any other-anylawful business.

x) To guarantee the performance of -contracts ,agreements, obligations:or,OSCh4ge,9,4arti t .j3.e*' ,,oftlwcompany or-on behalf of a.gekeiiedrripany-,or 'persbnsubject to the pr visionk: of 'section 195 of theCompanies Ordinance,: , -1984: in relation to thepaym ent of any finand ial 'facility including but notlimited to loans, advances" letters of credit or otherobligations through creation of any or all types of

0 '00mortgages charges, pledges, hypothecations, on',;-- xecution of the usual ' banking clocultents orinstruments or otherwise encumbrance on any _ or allof the movable' and imniovable properties—of the

•-77 ' Ts . -7k - , ,4 ?'Irghi i i, ,_ ompany, either present 4 -or "firture"7 o r - - b o t hissuance of any other securities or - sureties by any

, , , . . ean in favour of banks, Non-Banking - FinandeCompanies (NB FCs) or any financial institutionsandto borrow money for purpose of the company onsasdhterms:and conditions as may be considered proPer.- -

--Pag 8


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- •

xi) To purchas.e mholn.d get redeerned, debentures,

- artaig institution orof

- ,-'the government or:.

or otherwise) or7*-'tthat- May seem*, ' :? iAkakicof-themand

43i i i r t rn— ent., -authority,cbmpany or harters, con tracts,-

,4:F* tincl ompanydesirable and to Wry 2'0n .:.-;.,e,rdise, and

,COpazigy with any -;,such chatteis,.,,o;ontracts, decrees,

ri ts, privileges and ,concessions,

xiii) To act as representativ.es, for any -person-, firm orcompany and to undertake and iperfornt-sub ,teontracts,

and also act in the busirtess-oftlie;Cornp-any through orby means of agents, sub ,ccintractiors and to4do-aLl orlarqof the things mentioned iterein#r any part ofthe worldand either alone or in collaboralion with others and byor through agents, sub-contact,s3or_otherwise.

xiv) To sell, transfer, mortgage:, Hgei-s,-)catAltweotherwise dispose ofthe whole '5or,-p,artA`4 4.-13eproperty or the trn-clertal.m1g:,of:-the 'Company-, -eithertogether or in portions4or,,sue-h consideration as theCompany may think fit and in particular, for shares,debenture-stock or securities of any Companypurchasing the same or to any other legal entity orperson, by other means, permissible under the law.

To ,conduct, encourage, promote; support, arrange andorganize seminars; s-ymposiiums, exhibitions, fairs,conferences, lectures, demonstrations and OtliersiMile ----activities for promotion of sales or other business:interestsof an y person, companies, ,firms, individuals, associations,local or government bodies ; foreign goveroments, andinternationatagenciep, n Paki4tan and any part--01.woric.. fc,c -artd,,on. behalf -of -customers and for that purpose

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carry out market surveys, researches, training programsand other activities,,

xvi) To carry oUt j 'nt venture agreements with othercOMpanies or countries within the scope of the objectsalike company.

xvii) male 'known and give publicity to thebtlaTte:55and

products of the company by m eans the company maythink fit.

xviii)To pay all costs, ;chargesand expenses, if any, inciden talto theprotnotion, formation, registration andestablishment of the company; To go in .for, buy orotherwise ,acqUire any patent design, copyright, license,concession, convenience, innovation, invention,trademarks, rights, privileges, plants, tools or machineryand the like in Pakistan or elsewhere, which may for thetime being appear to be useful or valuable for adding tothe efficiency or productivity of the Com pany's workor

business, as permissible under the law.

xix) To establish, promote or assist in establishing orpromoting andsubscribe to or become a m ember of anyother compan y, association or club whose objects aresimilar or in part similar to the objects of this Companyor the establishment or promotion of which may bebeneficial to the Company, as permissible under the

law.

xx) To :give any servant or employee of the Company

COMi5$10r1on the sale of the products and for that

purpose to enter into any agreement -cit scheme ofarrangemen t as the Company may deem fit and to -getany servant or employee of the Company insured,against risk of accident in the course of theiremployment.

xxi To establish and support or aid in the, establishmertt ands and

su,pport of associations, institutions, fundconveniences calculated to benefit the directors

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employees, exfemplioyees d: the -C'oi'n pany orany

t h e t e o fand to grant pensions, ,gratuities,allowances, 'relief and payments in any manner.calculated, -to- benefit the 'To apply for and obtainneces ary Consents,. permissiOns and licenses from any

:"Mttgetnitertit, Fr OV:111.4iai Ga*erninerit, Local andtii":0-Aforr enablir4 theCompany-to carry on

Si `1 S t te effect as and when requiredby

law.

xxii) To cause-the Conwany to be registered or recognizedinany foreign country and carry on its busines

os activities

inany part ,of the world.

xxiii) To,do and perform all other acts and things as are

incidental or condu cive to the attainment of the objectsof the company;

22.1t is, hereby, undertaken that the Company shall notengage in banking business or Forex, illegal brokerage, orany business of investment company or non-bankingfinance company o r insurance or leasing or business ofmanaging agency or in any unlawful business and thatnothing contained in the object clauses shall be soconstrued to entitle it to engage in such business directlyor indirectly and the Company shall not launch multi-level marketing (MLM),Pyramidand Ponzi schemes.

23. Notwithstanding anything stated in any object clause, thecompany shall obtain such other approva l or license fromCom petent Authority, as maybe required under any law

or the time being in force,. to undertake a particularbusiness.

IV. The liability of the members is limited.

V. The authorized capital of the company is Rs. 1,000,000/-(Rupees One million only) divided into 100900 ordinaryshares of Rs. ,,,101 each with power to enhance, reduce orconsolidate the share capital and to divide the shares of thecompany into different classes and kinds subject to theprovisions of the Companies Ordinance, 1984.

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N/A

4140 L-4714• -

tli C A42 l'01-(1731409-1

SignaturesNumber ofshares

taketi byeach

subsciiber

99;996(Ninety

Ninethousand

ninehundredeiu inch./

six shares)

1(One

Share)

1

(OneShare)

1(One

Share)

(OneShare)

Dated:

Witness:

Taha °man KhanS/0 Muhammad Akrain Khan42201-554 7571-5-63 Block B Kazirriaha d

Model Colony, Karachi

SP: 3 ? + • • . •

• ..... • .....

f 3 ; 7 1 : 1 `001.sa:rp.ttrn 7 .......Fcc,yistratior, ex •4111 mut ur•n“ a. . o. e• .

'COMP iv':Orb ce,

JSaFlchl

Page 12

OVANP.0004

We the several persons whose 'names and addresses are sibed are desirous of

into a company in pursuance ,Of he ti40.00diation and we respectively

agree to take the number of shares in the capital of the Company Set opposite to our

respective names:

C,OVERNMENT

Oi SINDHThrough

MUITABASHAHNEEL

MLIJTABAS H A H N E E L

HASAN RAZAABBAS]

SHAHNAVVAZFARHAN

KHARRO

Name andsurnamepresent

former) in full(in BlockLetters

ALI SIBTAIN

42201-7267925-3

41304-4607327-1

42301-4193430-3

CNIC No.(in case, offoreigner,PassportNo)

ResidentialAddress in full

7th Floor, LaksonSquare BuildingNo. , ppKaaci t i ressClub, Karachi

Father's/Husbarid's

Narnettftill

Nationalitywith artyFormer

Nationality

Occupation

N/A

ICI l ; sP6ati-4 . 1 t a $ 5 1 h0. 0

N/A

Orikw904

N/A

7 i r .

40.RV 40IVILIDARBIR Pakistani E-108/113lock

HUSSAINGOVT.

NorthNazintabad

SERVANT Karachi

GOVT.

D-14 lock 3-A ulshan

lqbal, assan

ALLAHBUKFISH

Pakistani

SERVANT Square Block 1,karach i

A LI AVVAZ Pakistani 463/H

KHARRO Hussa inabac tGOVT.SERVANT

Guddu,Latijqbad,Hyderabad

Pakistani Flat No. 55 - BSYEDMUHAMMAD Aslcari 3, School

,SIBTAIN GOVT. Road anH

SERVANT Karach i

Total 100,000/-

an words: One hundred thousand shares)


20/61

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ioent§•uriless there be something in the subject or contextinconsigent therewith, words signifying the 'singu lar numbe r only,shalt-include the plural and Vice V ersa

and wo rds signifying Ma lesonly shall extend to and include females and words signifying

persons shall applymutates mutandistabodies corporate.

The Company" means "SINDH TRANSMISSION &DISPATCH COMPANY (PVT) LIMITED""TheOffice" mean s the "registered

office of the Company for the

time being"."Section"means "Section of the Ordinance"."Ordinance" means the Companies Ordinance, 1984""Month and year" shall mean the English Calendar month andEnglish calendar year respectively"."The Register" means "the register of members to be keptpursuant to Section 147 of the Companies Ordinance, 1984"."In writing or written" includes printed, lithographed andtypewritten or other modes of representing words in visible and

legible form."Dividend" includes bonus shares."Special Resolution" shall have the meaning assigned thereto

by section 2(36) of the Ordinanc e."Capital" shall mean the Capital of the Company for the time

being raised or authorized to be raised for the purpose of theCompany.

"Shares"shall mean the shares in the capital of the Companyfor the time being.

"These Present" shall mean the Memorandum of Associationof the Company and these Articles and supplementaxy,substituted or amended Articles for the time being in force.

"The Seal" in relation to a Company means the Common Sealof the Company.


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• ••. :‘ ,_- '"

: y h

eV1/4011c.iO subSetibe far 'anytheCOm: party;

shall :be JiMited

f 45,01,pOse':of thiS..provbion where two

fAe.o.pio* 'had One' Or .rnore 'shares jointly they shall be-

t02[tecta-a-single member,. and)„ right .of transfer of shares is prohibited in the

r

px;ovided:hereunder.OAc'

4.The ;authorized capital of the Company is Rs.1,000,000/- (RupeesOne .Million Only) divided into 100,000 .(--Ten—Thousand) OrdinaryShares of Rs.10/- each with powers to increase, reduce, consolidate,sub-divide, re-organized or divide the share capital of the Company

into several classes in accordance with SHARES

5. Subject to the provisions of the Ordinance, the shares shall be under

the control of the Board of Directors who may allot or otherwisedispose of the same to such person, firms or Corporations, on suchterms and conditions and for such considerations and at such times

as may be thought fit.

6. The shares in the Capital of the Company may be allotted or issued inpayment or part payment of any land, building, machinery, or goodssupplied or any services rendered to the Company in promotion andestablishment thereof or in conduct of its business any share so allottedmay be issued as fully paid up and not otherwise.

7. If a share certificate is defaced, lost or destroyed, it may be renewed onpayment of such fee, and on such terms ; as to evidence and indemnity

and payment of expenses incurred by the Company investigating title asthe Directors think fit. Where at any time the Board decides to increasethe issued capital of the Company by issuing any further shares; then-subject to provisions of Section 86 of the Companies Ordinance, 1984, allnew shares shall be offered to the members in proportion to the existingshares held by each member, and such offer shall be made by noticespecifying the number of shares to which the members is entitled, .hridlimiting a time within which the offer, if not accepted, will be deemed tobe declined; and after the expiration of such time, or on receipt of

information from the member to whom such notice is given that he/ shedeclines to accept the shares offered, the Board may dispose of the same

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in such mann er as it may consider most beneficial to the CompaqO W

pro*ions, ,afthe'Or

8.company shall be

4i.tcl:the trandOrPtr

eA. 00.

, F 3 A i A ; ; E i t ii'egcin;11e:forrn pr_escribe.d by

Corninon2.form •Which

,4„0 ---irectors:shall not refuse to transfer any fully paidShares unless

the . itransfer, deed •is- defective or invalid. The Directorsmay also

itispend•the registration of transfer during the ten daysimmediately

preceding a general meeting or prior thedetermination of

entitlement or rights of the shareholders by giving sevendays

previous notice in the m anner provided in the Ordinance. TheDirectors may decline to recognize any instrument of transfer unless;

a) A Fee as m ay be determined by the Directors is paid to the

Company in respect thereof and:

b) The duly stamped instrument of transfer is accompanied..by.the

certificate of the shares to wh ich it relates, and such Aher

evidence as the Directors may reasonably require toshow,th:e

right of the transferor to make the transfer,

11. f the Directors refuse to register a transfer of shares,, they shallwithin one month after the date on w hich the .transfer deed w aslodged with the Company send to the,tranSfereeand the transferornotice of the refusal indicating the defect or invalidity to the

transferee, who shall after removal of such defect or invalidity

relodge the transfer deed with the Company.

TRANSMISSION OF SHARES

The executors, administrators, heirs or nominees, as the case may be,of a deceased sole holder of a share shall be the only personrecognized by the company as having any title to the shares, Tn the

case of a share registered in the names of two or more holders, the

survivors or survivor, or the executors or adm inistrators of thedeceased, survivor shall be the only persons recognized*: oxe

Company as having any title to the share.

13 ny person becoming en titledto a share in consequence of the ,d,eath,or

insolvency of a member shall, upon such evidence being produced as

may from time to time be required by the Directors having the rightPale, 3


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either to be registered as a member in respect of the share or, instead ofbeing registered himself; to make such transfer of the shares as thedeceased or insolvent person could have made, but the Directors shall, ineither case, have the same right to decline or suspend registration as theywould have had in the case of a transfer of the share by the deceased or

insolvent person before the death or insolvency.

14. A person becoming entitled to a share by reason of the death orinsolvency of the holder shall be entitled 'to the same d ividends andother advantages to which he wo uld be entitled if he were theregistered holder of the share, except that he shall not, before beingregistered as a member in respect of the share, be entitled in respectof it to exercise any right conferred by membership in relation tomeetings of the Company.

ALTERATION OF CAPITAL

15. The Company may from time to time, by special resolution increasethe share capital by such sum, to be divided into shares of suchamount, as the resolution shall prescribe.

1 6 . ubject to the provision of the Ordinance, all new shares shall, beforeissue, be offered to such person s as at the date of the offer areentitled to receive notice from the Company of general meeting inproportion, as nearly as the circumstances admit, to the amount ofthe existing share to which they are entitled. The offer shall be madeby notice specifying the number of shares offered and limiting a time

within which the offer is not accepted, will be deemed to be declinedand after the expiration of that time, or on the receipt of anintimation from the person to who m the o ffer is made that hedeclines to accept the shares offered, the Directors may dispose of thesame in such manner as they think most beneficial to the Company.The Directors may likewise so dispose of any new shares which (byreason of the ratio which the new share bear to shares held bypersons entitled to an offer of new shares) cannot in the opinion ofthe Directors, be conveniently offered under this regulations.

The new shares shall be subject to the same provisions with reference

to transfer, transmission and otherwise as the shares in the originalshare capital.

The Company may, by special resolution :

a) Consolidate and divide its share capital into shares of largeramount than its existing shares.

b) Sub-divide its existing shares or any of them into shares ofsmaller amount than is fixed by the Memorandum ofAssociation subject, nevertheless to the provision of clause (d)of sub-section (1) ofssection 92;

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83-c) Cancel any shares which, at the date of the passing of the

resolution have not been taken or agreed to be taken by any

person.The Com pany may by special resolution, reduce its share capital in any

mann er and with, and subject to, any incident authorized and con sent

required by law.

GENERAL MEETING

20. The first general meeting to be called annual general meeting, shall

be held, within 18 months from the date of its incorporation inaccordance with provisions of section 158 and thereafter once at leastin every year and within a period of four months following the closeof its financial year and not more than fifteen months after theholding of its last preceding annual general meeting as may be

determined by the Directors.

21. All general meetings of the Company other than the Annual GeneralMeeting mentioned in sections 157 & 158 shall be called extra

ordinary general meeting.

22. The Directors may, whenever think fit, call an extra ordinary generalmeeting and extra ordinary general meetings shall also be called onsuch requisition, or in default, may be called by such requisitions, asis provided by section 159. If at any time there are not withinPakistan sufficient Directors capable of acting to form quorum , anyDirectors of the Company may call an extra ordinary generalmeeting in the same m anner as nearly as possible as that in whichmeeting may be called by the Directors.

PROCEEDINGS AT GENERAL MEETINGS

23. Subject to the provisions of sub-Section (3) of section 158 of theCompanies Ordinance, 1984 at least 21 days' notice (exclusive of theday on which the notice is served) specifying the place, the date andthe hour of meeting and, in case of special business, the generalnature of that business shall be given to such person as are under theCompanies Ordinance, 1984 or the regulations of the Com pany,entitled to receive such notice from the Company, but the accidentalomission to give such notice to or the non - receipt of such notice by

6 ny mem ber shall not invalidate the proceedings to any Gen eraleeting.

11 business shall be deemed special that is transacted at an

f t,/ xtraordinary General Meeting and also all that is transacted at an

"Ext'P..5' Annual General. Meeting w ith the exception to declaring a dividend,the consideration of accounts, balance sheet and the reports of the

Directors, and Auditors, the election of Directors, the appointmentPage 5


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54

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h

e",:-,-p.'"`pVigOlkli:Pi-'$&tiOrf--118' shalt .apply; ot , very

nieniber,S1i41.liaVer-ii6 tirig rights as laid down in s e c t = i o n . .1 6 0 .

attadhecktoety•

411 111110

xcep . for election. cif :Difige -s

34 °tea whether on a 'show of hands or onow of hands takes

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• a.-xititoation of

35. ii.: :d4e of joint-holders the vote of the senior who tenders a vote,wIlether in person or by proxy shall be accepted to the exclusion ofthe votes of the other joint-holders; and for this purpose seniorityshall be determined by the order in which the names stand in theregister of members. In case of minor the guardian shall be entitled

to vote for him.

36. A member of unsound mind, or in respect of whom an order hasbeen made by any court having jurisdiction in lunacy, may vote,whether on show of hands, or on a poll, by his committee or o ther

legal guardian and any such committee or guardian- may, on a pollvote by proxy.

37. On a poll, votes may be given either persomay ,ot-by proxy providedthat nobody corporate shall vote by proxy as long as 'a resolution ofits Directors in accordance with the proviapn ofSection 162 of theCompanies Ordinance, 1984 is in force.

38. The instrument appointing a proxy shall be in writing under thehand of the appointer or by his attorney authorized in writing if theappointer is a corporation either under the common seal, or under

the hand of an officer or attorney so authorized. No person shall actas a proxy unless he is a member of the Company.

39. The instrument appointing a proxy and the power of attorney orother authority (if any) under which it is signed or a notariallycertified copy of that power or authority, shall be deposited at theregistered office of the Com pany not less than forty eight hoursbefore the time for holding the meeting at which the person namedin the instrument proposes to vote and in default the instrument ofprdxy will not be treated as valid,

40. An instrument appointing a proxy may be- in the following form orin any other form near thereto as may be approved' by _the Company.

Pagel


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729

(PVT) LIMITED

b e 4 1 ‘ y g .

IPN Egg*: 9N 1..F4NY (I3VT)r pin •• •°;.'

"UMftØ erl yopPo r,f as my

proxy to vote 'for me and on my behalf at the Annual General Meeting or

Extra Ordinary 'General Meeting of the Company to be held onay of

and at any adjournment thereof.

Dated: Signature

Page 8


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41 voegveninaccodancewt hthete m o ani nst r umn o poxy

sh all bevali dnowthst andngt hepevous d eat ho i nsa nt yo t he

pi nci pal o r evocat iono t hepoxyo o t heauhoi t yunde whch

thepoxyis gven p ovdedthat no i nimtioninwit ingo such

death i nsa nty r evocat iono t r ansf e as af oesa idsh all havebeen

r ece vedbyt heCompan yat t heof i ce be oet hecommncemn o

t hemei ngo adounedmei ngat whcht hepoxyi s u se d

DREC TO RS

42 he Directors of the Com panyhereof, fix the number of electedthan 35 days before conveningDirectors are to be elected and

shall subject to Article clause 44Directors of the Company not laterof the General Meeting at whichthe number so fixed shall not be

changed except with the prior approval of the General Meeting of theCompany.

43. nless otherwise determined be the Company in General Meeting inthe manner provided under Article clause 43, the number ofDirectors shall not be less than two and more than tenThe following are First Directors of the Com pany who sha ll hold

office till first Annual General Meeting.

1. MR MUTA BASI Ai-INTEL2. MR. ALI SIBTA[N3. MR SHA HNA WAZ FARHA N1 ', HARR O

4. MR HASANRA ZA ABBA SI

mem ber shall have such number of votes as is equal to theproduct of the num ber of voting shares or securities held byhim and the number of Directors to be elected;

b) a member may give all his votes lo a single candidate or dividethem between more than one of the candidates in such manneras he may choose; and

c) The candidate wh o gets the highest number of vote shall bedeclared elected as Directors and then the candidate who getsthe next highest number of votes shall be so declared and so on

until the total number of Directors to be elected has been soelected.

45. ll elected Directors shall retire from office at the General Meetingheld after every three years. A D irector retiring at a m eeting shallretain office until the election of Directors in that meeting.

44. he directors of the Company shall, unless the num ber of personwho offer themselves to be elected is not more than the number of

7 /0 6-Rirectors fixed under Articles Clause 43 and 44 be elected by the' 4i\embers of the Company :n General Meeting in the following

;mpn ne nam y

„

,\;;1 .1: y j nj

4,y/i a

1 1 1 4


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Subject to the provision of Section 181 of the Companies Ordinance,

the Company m ay by resolution in General meeting remove aDirector appointed under Article clause 53 or elected in the mannerprovided for in Article clause 45 hereof.

47 n addition to the Directors elected or deemed to have been electedby shareholders, the Company may have Directors nominated by theCompany 's creditors or other special interest holders by virtue ofcontractual arrangements.

48. Save as provided in Section 187, no person shall be appointed as aDirector unless he is member of the Company.

49. The Directors of the Company elected under Article clause 45 shallhold office for three years except the Directors appointed againstcasual vacancy who shall be subject to retirement in term of Articleclause 53 hereof

50. A retiring Director shall be eligible for re-election.

El. ubject to the provisions of the Ordinance, the Company may fromtime to time in General Meeting increase or decrease the number ofDirectors at time of election.

52. ny casual vacancy occurring on the Board of Directors may be filled upby the Directors but the person so chosen shall be subject to retirement atthe same time as if he had become a Director on the day on which theDirector in whose place he is chosen was last elected as Director.

REMUNERATION•

-Subject to the provisions of the Companies Ordinance, the- emuneration of Directors including Chief Executive shall from time

tp time be determined by the Company in board meeting.

.'The Directors may also sanction the payment of such additional sum,as they may think fit to any Director for the performance of extraservices he may render to the Company subject to the approval of thedirectors at the Board Meeting in accordance with the provisions ofthe Companies Ordinance, 1984.

55. The Director who resides out of station shall also be entitled to bepaid such traveling expenses as may be fixed by the Directors from'time to time.

56.The Directors may from time to time appoint any one of them to theoffice of the. Director-in-charge/ General Manager for such terms andat such remuneration as they may think fit.

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QUORUM

57. The quorum necessary for the meeting of Board of Directors shall befixed by the Directors and unless so fixed shall be Tw o Directors

present in person.

58. Subject to the provisions of the Ordinance, a resolution in writingsigned by all the Directors, without a meeting of Directors shall beeffective for all purposes as a resolution passed at the meeting ofDirectors duly held, called and constituted

DISQUALIFICATION OF DIRECTORS

59. No person shall become a Director of the Company if he suffers fromany of the disabilities or disqualifications mentioned in Section 187

and if, already a Director shall cease to hold such office from the datehe so becomes disqualified or disabled.

60. All acts done by any meeting of Directors or by a Committee ofDirectors or by any person acting as a Director shall,notwithstanding that it shall afterwards be discovered that there wassome defect in the appointment of such Director, or person acting asaforesaid, as they or any of them were disqualified, be as valid as ifevery such person had been duly appointed and was qualified to be

a Director.

61 .

POWERS AND DUTIES OF DIRECTORS

The business of the Company shall be managed by the Directors whomay pay all expenses incurred in promoting and registering theCompany and may exercise all such powers of the company as arenot by the Ordinance, or any statutory modification thereof for thetime being in force or by these regulations required to be exercisedby the Company in the General Meeting subject nevertheless to beprovisions of the Ordinance or to any of these regulations, and suchregulations being not inconsistent with aforesaid provisions as maybe prescribed by the Company in the General Meeting by no

regulation made by the Company in General Meeting shallinvalidate any prior act of the directors which would have been validif that regulation had not been made.

Without prejudice to the general pow ers conferred by the lastpreceding article and the other power conferred by these presents. Itis expressly declared that the Directors shall have the followingpowe rs provided that they shall follow section 196(2) 6f the

Ordinance in exercising the powers enumerated therein.

a) o take on lease, purchase, erect or otherwise acquire for the

Compan y any land , building, property, rights or privilegesPage 11


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which the Com pany is authorized to acquire at such price andgenerally on such terms and conditions, as they think fit.

b) To sell, let, exchange or otherwise dispose of absolutely orconditionally all or any part of the property, privileges and

undertaking of the Company upon such terms and conditionsand for such consideration as they may think fit.

c) To buy, sell, import, export or procure the supply of all plantsand machinery, material, stocks in trade and other movable andimmovable property and things required for the purpose of the

Company.d) To engage, fix and pay the remuneration of and dismiss or

discharge any manager, engineer, agent, secretary, clerk,accountant, workman, expert, technical adviser, or otherpersons employed or to be employed in or in connection withbusiness of the Company.;

e) To appoint any person to be attorney of the Company for suchpurposes and with such powers, authority and discretions andfor such period and subject to such conditions as they may fromtime to time think fit and to revoke such powers at pleasure.

f) To enter into, carry, rescind or vary all financial arrangementsor agreement w ith any banks, persons or corporations for, or inconnection with the Company's business and affairs and in

connection with such arrangement to deposits, hypothecate any

property of the Company or docum ents representing or relating

to the same.g) To take give receipts and other discharges for money payable to

the Company and to the claims and demands of the Companyand to draw, accept, endorse, negotiable prom issory notes, billsof exchange of other negotiable and transferable instrumentsconcerning,' relating to business of the company.

h) To deal with surplus money of the Com pany not immed iatelyrequired for the purpose thereof upon such terms andconditions as may be thought expedients.

i) To determine who shall be entitled to sign on Company's

behalf, ills, heques, otes, eceipts, cceptances,

endorsements, releases, contracts and documents.

j) To enter into such nego tiations and contracts and rescind or

vary all such contracts and execute and do all such acts, deedsand things in the name of the Company as they may considerexpedient

k) To open accounts with any bank or bankers and to pay into andwithdraw money from such accounts from time to time.

1. o get insured the mo vable and immo vable property of theCompany.

1) To pay to any person employed by the Company a com missionon the profits of the Company.

m) To institute, combat, prosecute, defend, compound, settlecompromise, adjust, refer to arbitration, withdraw, abandon

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any legal proceedings by or against the Company or its officersor otherwise concerning the affairs of the Company.

n) To make advances for the business of the Companyto such

persons upon such security or without security as they maythink fit, and generally to direct, manage, control the receipts,

custody, employment, investment and expenditure of themoneys and funds of the Company and the keeping of accounts

thereof.o) To appear for and on behalf of the Company in any Court of

Justice, Criminal, Civil or Revenue, Police, Postal, Excise,Transport, Income Tax, or other office in any action orproceedings or matters in which the Company may beinterested and to promo te, safeguard or defend its interest.

p) To sign and verify any plan, written statement, petition,compromise, mukhtarnarna, vakalatnama, authorizing the legalpractitioner to act on beha lf of the Company in all Court, Civil,

Criminal, and Revenue.

63. he Directors shall duly comply with the provisions of theOrdinance or any statutory modification thereof for the time being inforce and in particular with the provisions in regard to theregistration of the particulars of mortgage charges effecting theproperty of the Company or created by it, to the keeping of a registera summary of particulars relating thereto and notice of anyconsolidation or increase or decrease of share capital or sub -divisionof shares and copies of special resolution and a copy of the register ofDirectors and notifications of any changes therein.

64 he Directors shall cause minutes to be made in books provided forthe purpose;

a) of all appointment of officers made by the Directors;

b) of the names of the Directors present at each meeting of

Directors and of any committee of the Directors;

c) of all resolutions and proceedings at all meetings of theCompany and of the Directors and of committee or Directors.

d) and every Director present at any meeting of Directors orcommittee of Directors shall sign his name in books kept for the

purposes.

CHIEF EXECUTIVE

65. The Directors shall appoint any person including an elected Directorto be a Chief Executive of the Company in the manner provided inSection 198 and 199 of the Otdmance.

66. The first Chief Executive appointed as aforesaid shall unless he

earlier resigns or otherWise ceases to hold office, hold office up to thefirst amival general meeting of the company or, if a shorter period is

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up ‘,ra11appoint a person who is not ineligible to become

icyr Section 187, the Chief Executive of

- a by not less than

, ----ofy;16. -

,i .,,,, :e fbeing or the' Executive

4i Of mg anythingany0 in a:Ay agreetrieft4diAie'en the'tompany'BORROWINGS POWERS

Subl6c: :to theprovisions of the Ordinance, theChief Executive /

Board of Directors shall have the powers to borrow any sums of

money forand on behalf of the Company from commercial banks, or

financing institutions including leasing, modarabas and othercommercial institutions or the Directors may themselves advancemoney to the Company upon such terms and conditions as they may

approve from time to time.

70. he Directors may from time to time secure the payment of suchmoney in such m anner and upon such terms and conditions in allrespects as they may think fit and in particular by the issue ofdebentures or bonds of the Company or by mortgage or charge of allor any part of the property or assets of the Company.

PROCEEDINGS OF DIRECTORS

The Directors may m eet together for the dispatch of business,adjourn and otherwise regulate their meetings, as they think fit.Questions arising at any meeting shall be decided by a majority ofvotes. In case of an equality of votes the Chairman shall have andexercise a second or casting vote. A Director may, and the Secretaryon the requisition of a Director shall, at any time, summon a meetingof Directors. It shall not be necessary to give notice of a meeting ofDirectors to any Director for the time being absent from Pakistan.

72. he Directors may elect a Chairman of their meetings and determinethe period for which lie is to hold office; but, if no such Chairman iselected, or if at any meeting the Chairman is not present within tenminutes after the time appointed for holding the same or is unwillingto act as Chairman, the Directors present may choose one of theirmerriber to be Chairman of the meeting.

Page 14

;,0 ige;" :Ow fiiist Annual General


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/D. Ile 1../LICLIAJES nayilly UL LUCIA t) UWC1J LIUL LCliuuCU w

lac;

exercised in their meeting to committees consisting of such memberor members of their body as they think fit; any committee so formedshall, in the exercise of the powers so de legated, conform to an yrestrictions that may be imposed on them by the Directors.

74. (1)A committee may elect a Chairman of its meetings; but, if no such

Chairman is elected, of if at any meeting the Chairman is not presentwithin ten minutes after the time appointed for holding the same oris unwilling to act as Chairman, the members present may cho oseone of their number to be Chairman of the meeting; (2)A comm itteemay meet and adjourn as it thinks proper,

Questions arising at any meeting shall be determined by a majorityof votes of the members present. In case o f an equality of votes, theChairman shall have and exercise a second or casting vote.

75. All acts done by any m eeting of the Directors or of a cotru-nittee of

Directors or by any person acting as a Director, shall,notwithstanding that it be afterwards discovered that there wassome defect in the appointment of any such Directors or personsacting as aforesaid, or that they or any of them were disqualified, beas valid as if every such person had been duly appointed and was

qualified to be a Director.

.A resolution in writing signed by all the Directors for the time beingentitled to receive notice of a meeting of the Directors shall be asvalid and effectual as it it had been passed at a meeting of the

Directors duly convened and held.

DIVIDENDS AND RESERVE

The Com pany in general meeting may d eclare dividends but nodividend shall exceed the amount recommended by the Directors.

The Directors may from time to time pay to the members suchinterim dividends as appear to the Directors to be justified by the

profits of the Company

No dividend shall be paid otherwise than out of profits of the year or

any other undistributed profit ,,

80. ubject to the rights of persons (if any) entitled to shares with specialrights as to dividends, all dividends shall be declared and paidaccording to the am ounts paid on the shares, but if and so long asnothing is paid upon any of the shares in the Company , dividendsmay be declared and paid according to the amounts of the shares, Noamount paid on a share in advance of calls shall be treated for the

Page 15

... •..-trwr . s e i r e a r . —u m u p u i r e a v o y m v h r e w


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purposes of this regulation as paid on the share.

81. (1)The Directors may, beforerecommending any dividends, set aside

out of the profits of the Company such sums as they think p roper asa reserve or reserves which shall, at the discretion of the Directors, be

applicable for meeting contingencies, or for equalizing dividends, orfor any other purpose to which the profits of the Company m ay beproperly applied, and pending such application may, at the like

discretion, either be employed in the business of Company or beinvested in such investments .(other than shares of the Company) asthe Directors way subject to the provisions of the Ordinance, fromtime to time think fit; (2) The Directors may carry forward any profitswhich they may think prudent not to distribute, without setting them

aside as a reserve.

82.If several persons are registered as joint-holders of any share, any

one of them may give effectual receipt for any dividend payable onthe share.

83.The dividend shall be paid within the period laid down in the

Ordinance.

ACCOUNTS

84.The Directors shall cause to be kept proper books of accou nts asrequired by section 230 of the Companies Ordinance with respect to:-

a)all sums of money received and expended by the Company andthe matter in respect of which the receipts and expenditure take

place,

b) all sales and purchases of goods by the Company;

c) all assets of the Company;

d) all liabilities of the Company;

e)all other matters required by the Authority from time to time;

The books o f account shall be kept at the registered office or at suchother place as the Directors shall think fit and shall be open for

inspection during business hours.

86.he Directors shall from time to time determine whether and to what

extant and at what time and places and under what conditions orregulations the accounts and books or papers of the Company or anyof them shall be open to the inspection of members not beingDirectors and no members (not being a Director) shall have any rightof inspecting any account and book or papers of the Company exceptas conferred by law 01 authorized by the Directors or by the

Company in general meeting.

87, he Directors shall as required by Sections 233 and 236 cause to be

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prepared and to be laid before the Company in general meeting suchprofit and loss accounts or income and expenditure accounts andbalance sheets duly audited and reports as are referred to in those

sections.

88.A balance sheet, profit and loss account,

income and expenditure

account and o ther reports referred to in regulation 74 shall be madeout in every year and laid before the Company in the annual before

generasuch

l

meeting made up to a date not more than four monthsmeeting, the balance sheet and profit and loss account or income andexpenditure account shall be accompanied by a report f the auditors

of the company and the report of Directors.

89.A copy of the balance sheet and profit and loss accoun t or ors shall,

income

and expenditure account and reports of Directors and auditat least twenty one days preceding the meeting, be in sent to n ther

e

persons entitled to receive notices of general meetingshe man

in which notices arc to be given hereunder.

90.The Directors shall in all respect comply with the provisions of

Sections 230 to 236.

91.Auditors shall be appointed and their duties regulated in accordance

with Sections 252 to 255

AUDIT

92.Once at least in every "'`"r the accounts of the ascertaine

pany shalld by

be

audited and correctness of the balance Sheet shall b

Coe

one or mo re Auditors. The Auditors shall be appointed and theirduties regulated in accordance with the provisions of section 252 to

255 of the Companies Ordinance, 1984.

THE SEAL

The Company shall have a Common Sealnd irectors shall provide

for the safe custody thereof. The Seal sh all not be affixed to anyinstrument except by the authority of a resolution of the Board ofDirectors and in the presence of at least two D irectors and suchDirector shall sign every instrument to which the Seal is so affixed inhis presence. Such signature shall be conclusive proof of the fact that

the Seal has been properly affixed.

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INDEMNITY

Every Officer or agent for the time being of the Company may be

indemnified out of the assets of the Company against anyproceedings, whether civil or criminal, arising out of his dealings, inrelation to the affairs of the Company, except those brought by theCompany against him, in which judgment is given in his favour or inwhich he is acquitted, or in connection w ith any application undersection 488 of the Ordinance, in which relief is granted to him by the

Court.

SECRECY

No m ember shall be entitled to visit and inspect thethe wor

/Board ofks of the

Company w ithout the permission ofthe Chief EDirectors or to require discovery of any information regarding anydetail of the Company's business or any matter which is or may be inthe nature of trade secret, or secret process which may relate to theconduct of the Com pany's business and w hich in the opinion ofChief Executive/ Board of Directors, will not be in the interest of the

mmembers of the Company to comunicate to the public.

NOTICES

96.1)A notice may be given by the Company to any m ember either

personally or by sending it by post to him to his registered addressor (if he has no registered address in PakiCstan) to

an theforth

addresse

r conta

• notices to him, (2)Where a notice is sent by post, service of the notice

shall be deemed to be effected by properly addressessing, co

re pa yin gying

and posting a letter containing the notice and, unlhecontraryy

proved, to have been effected at the time at which the letter would be

delivered in the ordinary course of post.

If a member has no registered address in Pakistan, and has notsupplied to the Company an address within Pakistan for the giving

of notices to him, a no tice addressed to him 01 to the shareholdersgenerally and advertised 10 a newspaper circulating in theneighborhood of the registered office of the Company shall be,

deemed to be duly given to him on the day on which the

advertisement appears.

ARBITRATION

98.henever any difference arises between the Company on the one

hand and the mem bers, their executors, administrator or assignee onthe other hand touching the true intent or construction or the

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incident or consequen ce of these presents or of the statutes o nr

touching anything thereafter done, executed, omitted or suffered ipursuance of these presents or otherwise relating to these presents orto any statue affecting the Company, every such difference shall b the

e

referred for the decision of the arbitrator or um pire under

Arbitration Act, 1940 as amended from time to time.

99.The cost incidental to any such reference and award shalldbee termine

at the

discretion of t arbitrators or umpite respectively who maythe amount thereof and direct the same to be shared betwee and i

n the

attorney and client or otherwise and may award by whomwhat manner the same shall be borne and paid.

WINDING UP

100.If the Company is wound up, the liquidator may with the sanction of

special resolution of the Company and any other sanction requiredby the Ordinance divide amongst the members in specwhether they cosist

of property of the same kind or not.

a)For the purpose aforesaid, the liquidator may set such value ashe deems fair upon any property to be divided as aforesaid andmay determine how such division shall be carried out as

between the members or different class of members.

b)The liquidator may, with the like sanction, vest the whole orany part of such a ssets in trustees upon such trust for the

pi . benefit of the contributories as the liquidator, with the likeR,

sanction think fit but so that no member shall be compelled to÷.", accept any shares or other securities whereon there is

an

liability.

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ated: 2C, Dec. )-0 11

Witness: •

Tah a IUoman KhanS/O Muhammad Akrarn Khan42201-5547571-5

A-63 Block B KazintabadModel Colony, Karachi

We the several persons whose names and addresses are subscribed aredesirous of formed into a company in pursuance of the Article ofAssociation and we respectively agree to take the number of shares in thecapital of the Company Set opposite to our respective names:

Name andsurname

(present &former) in full

(in Block

CNIC No.(in,case offoreigner,PassportNo)

Father's/Husband's

Name in full

Nationalitywith anyformer

Nationality

Occupation

ResidentialAddress in full

Number of

sharestaken by

eachsubscriber

Signatures

Letters)

GOVERNMENT

OF SINDHThrough,‘1L.IITA BASHAHNEEL

. N/A

414 01 —,

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thousand

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ALI A WA ZKHARRO

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Page 20


39/61

4389053-9

COMPANY-(PRIVATE LTD.)

ORIGINAL

NTN

CategOry

Status

•

Reg.-/ Inc No.

Nanie:

Address

Principal Activity

Date of Printing:08-JUN-2015iie

1/

RESIDENT

0091407 eg. / Inc Date: 7-JAN4015

SINDH TRANStvftSSION & =PA fcRCOMPANrPter.)IIMITED

771-1,FLOOR,AK LODHI COMPLEX,SINDH SECRETARIA eA ARAH-EtkAMALATA RT U R K , K A A A CI, DISTT•KARACHI,SINDH

ELECTRIC POWER GENERA TION, TRANSMISSION'AND DISTRIBUTION

Registered for Income Tax .e.f 4-MAY-2015

( MANU FACTURER)

Representative's NIC/ NTN585135

Name ASAN RAZA ABBAS

Email Address ent 25,00©yahoo.com

T -/ KARACHI

1) SINDH TRANSMISSION 8, DpPATCH:COMPANY IPVT.)1:i1MITED

7TH FLOO,AK LODHI CgMF' r.:g?cSINDH SEC'e;81-1ARAH=E-KAMALATARTURK,KARACHI, R;ApHIsINDH "

end only if verified online at FBF R's web site www.fI7,r,gov.pk

Tax Office

Business Name


40/61

1 A

Hasan Raza AbbasiD-14 Hasan Square ulshan Iqbal Block 13 A K arachi♦ 92 -21-4990502, 03009237526 • reza_2500@ yahoo.com

Objective

Professional Electrical Engineering pos ition allowing for parlay of demonstrated organization,

Project Planning and Management , Customer Care and communication skills proven by 24 yearsof successful career.

Profile

Motivated, personable Engineering professional with multiple University degrees from Pakistanand abroad and a successful 24-year track record of Engineering Practices in ElectricalDistribution Networks, Control and Instrumentaion in Power Plant, estimating and costing of theprojects, Billing processes. Talent for quickly mastering technology. Diplomatic and tactful with

professionals and non-professionals at all levels. Accustomed to understanding Engineering

drawings in various settings. Demonstrated history of producing accurate, timely technicalreport.

Flexible and versatile — able to maintain a sense of humor under pressure. Poised andcompetent with demonstrated ability to easily transcend cultural differences. Thrive in deadline-driven environments. Excellent Team Buliding Skills.

Job Related Skills

Capabilty to run a Power Transmission Distribution Company as demonstrated through my vastexperience working in various departments of K.Electric Company.

• Project Planning, Managem ent and Execution of projects pertaining to Electric PowerDistribution and Instruments & Control Systems.

• Understanding of the Projects involving Power Transmission Networks, Grids and associated

equipment as evident from my working in coordination with Load Dispatch Centre during myposting in Operation in KESC.

• Fault analysis/ Power Flow analysis in Power Networks, including Cables, Over head Wires

Transformers, Potential/ Current Transformers, Switch Gears, Bus Bars.

• Load Flow Analysis/ Power management of Power Transmission & Distribution Networksthrough " Power World Simulation Syntax", Glovers Simulation package, aw areness of other

power flow simulation softwares.

• Proficiency in scheduling of maintenance of Controlling, Measuring and Testing Equipment in aPower Plant setting as demontrated from m y active participation in successful rehabilitation of210 MW which increased its capacity from 130MW to 200MW.

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H a s a n R a za A bba s iD-14 Hasan Square ulshan Iqbal Block 13 A Karachi♦ 92 -21-4990502, 03009237526 [email protected]

• Proven expertise in installation and commissioning of instrumentation and control circuits, Fire

Alarms, Telephone Exchange, Central Clock System, CCTV in Power plants and TransmissionNetwork Operation and Management as a core responsibility in this role during my posting in

Instruments & Control deptt of Bin Qasim Power Station.

• Skills of performing routine periodical maintenance and corrective maintenance jobs of BBC/ABB

Procontrol-P System, Data Logging System, Sulzer panel for controlling HP/LP by pass System

and potential to work on similar Control Systems.

• Hands on command of calibration, maintenance and testing of field instruments/equipment,

including presure, level, flow transmitters and switches of various makes, Thermocouples, RTDs,

Recorders of Yokogawa and Honeywell, pressure, level, flow and temperature Control Valves

and Controllers.

• Proven skills in Power Management of Transmission & Distribution Systems.

• Capacity to identify Potential projects for development of Generation, Transmission and

Distribution Systems in the Province of Sindh on the pattern of PPP/BOOT/ BOT arrangements.

• Demonstrated expertise of preparing proposals for reduction of Transmisson & Distribution

Losses through computer added modern techniques.

• Demostrated skills of preparing and delivering presentations.

• Capability of procurement procedures for Local as well as Foreign Purchase orders for

maintaining the required stock of material, equipment and tools.

• Excellence in Coordination Tendering/Bidding, assigning of Work, Monitoring, Checking of Work

Process and Completion reports.

• Expertise of preparing technical / financial reports and Budgeting procedures.

• Ability to achieve goals within the dead lines through self initiatives, team work and willingness.

• Excellent Commuication Skills.

• Update knowledge of modern Engineering techniques/ issues.

•Awareness with International Standards of Engineering practices, Safety procedures and

occupational hazards issues.

• Fluency of English language both in spoken and written expressions.

• Track record of working on Computers using MS office/Net surfing, Power World Simulation

Software.

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Hasan Raza AbbasiD-14 Hasan Square ulshan Iqbal Block 13 A Karachi ♦ 92 -21-4990502, 03009237526 [email protected]

Employment History

E n e rg y D e p a r t m e n t , Go v t . o f S i n d h K a r a c h i P a kis t a n

C o n s u l t a n t . ecember- 2013 till date

Provide Consultancy services to Electricity Monitoring, Reconciliation Cell,

Coordination with Companies; HESCO, SEPCO, K.EIECTRIC and Various Govt departments

and entities including KWSB, Ministry of Water & Power.

Member Board of Directors SNPCL ( Sindh Nooriabad Power Company Ltd) Phases I & II

Member Board of Directors STDC ( Sindh Transmission & Distribution Company)

Wi n d R o s e C o n s u lt a n c y K a r a c h iDirector ( Operations) ct-2012 to Dec-2013

Involved rigourously in profiling and installation of Wind Energy Generators and Solar

Panels in DHA phase 9 Karachi

In tege ra ted Bu i s ines s Ce n t re Mal ir h e K a r a c h i E l e c tr ic S u p p ly C o m p a n y

General Manager ug 2011 to Oct 2012

Managed a large consumers base of Industrial, commercial, Agricultural and ResidentialConsumers with 551(11 KV feeders and Engineers, Supervisors, Linemen, Fitters.

Reduced Distribution losses by 5.5%, increased Recovery of outstanding dues by Rs

55 Million and reduced power Failures by 50 % in a year. Caused reduction of power breakdown complaints through effective preventive and corrective maintenance of 11/0.4 Kv Electricpower Distribution System.

In tege ra ted Bu i s iness C en t re Gul shan lqba l h e K a r a c h i E le c t ri c S u p p l y C o m p a n y

Deputy General Manager ov 2009 to Aug 2011.

Prepared, executed and monitored a maintenance program in Gulshan lqbal Town as the

team leader successfully during winter 2008 resulting in reduction of feeder tripping by

70 % and reduction of H.T/L.T faults by 80% during following summer and rainy season.

Prepared record 72 proposals in a week in 2010-2011 for conversion of bare conductor

Mains into Aerial Bundled Cables ( ABC) and execueted in slum areas of Integrated

Business Centre Gulshan lqbal, resulted in reduction of Distribution losses from

60 % to 5 % and increase in recoveries upto 95% of billed units in the target areas, which

contributed towards exemption of 40 out of 50 feeders from load shedding.

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H a s a n R a za A bba s iD-14 Hasan Square ulshan Iqbal Block 13 A Karachi♦ 92 -21-4990502, 03009237526 [email protected]

M a in t e n a n c e a n d C o n s t r u c ti o n C e n t r e s S h a h F a is a l , D e f e n c e , G u ls h a n lq ba l

T h e K a r a c h i E le c tr ic S u p p l y C o m p a n y

EXEC UTIVE ENGINEE R/ MANAGER pril 2003 to November 2009

Monitored and facilitated extensive maintenance of H.T/L.T distribution system in Defence

Authority a coastal and low lying area after a heavy rain and storm lashed out damages to the

distribution network in monsoon 2007, the area recovered and got back to normal earlier

than other centres of the city.

Instrumentation and Control, Bin Qasim Power Station,

T h e K a r a c h i E le c tr ic S u p p ly C o m p a n yASS ISTAN T EXECUTIVE ENGINEER arch 2000 to April 2003

Repaired independently and put in service the Nonfunctional Data Logging System of Unit -2

210 MW in the first year of posting.

Took active participation during General Overhauling and Natural Gas Commissioning of units

1& 2 of 210 MW Power plants Hitachi make and BBC pro Control P Control System.

Ind us t r ia l B i ll ingh e K a r a c h i E le c tr ic S u p p l y C o m p a n y

ASS ISTANT EXEC UTVE EN GINE ER eb 1997 to July 1997

Operation Control West zone h e K a r a c h i E le c tr ic S u p p ly C o m p a n y

ASS ISTANT EXECUTIVE ENGINE ER ovember 1988 to Feb 1997.

Worked as a shift Engineer in R otational Shifts in Operation Control Room m anaging more than320 Feeders of one third of the City of Karachi.

Worked in Close Coordination with Load Dispatch Center, Transmission Line, Grid Station

Mentainence, Protection Department, U nderGround Cable Department, SubStation MentatenanceDepartment, Testing Department.

Power Management for efficient operation and delivery of quality power to the inhabitants of a largemetropolis.

Was responsible for locating the faults in M V/11KV Distribution System

Took active part during the preventive and corrective maintenance of 11 KV Distribution Systemduring off peak seasons in order to reduce occurance of faults and to improve quality of power.

Preparing System Improvement proposals in order to minimize the tripping of feeders

due to faults and over loading had been a regular feature.

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asap Raza AbbasiD-14 Hasan Square • Gulshan Iqbal Block 13 A K arachi♦ 92 -21-4990502, 03009237526 [email protected]

Hands on experience of Maintenance, testing and commissioning of Over head lines, U ndergroundcables, switch gears, CTs, Pts, protective relays, Transformers.

Educa t ion

• U NIVERSITY OF WOLLONGONG NSW AUSTRALIA

Master of Engineering Studies( Automation and Power Engineering), 1997 to 1999

Research Report: Study of the Power World Simulation Syntax and Comparison with

other Power Flow Soft ware.

Elected Member Executive Committee Islamic Club, 7 largest club of University of WollongongAustralia 1997-1999.

Nominated Member Executive Committee Illawara Committee for International Students(ICIS)University of Wollongong Australia 1998 — 1999.

• NWFP U NIVERSITY OF ENGINEERING AND TECHNOLOGY PESHAWA R PAKISTAN

BSC ( Electrical Engineering), 1982 to 1987

Project: Design and Fabrication of Microwave Antennas.

Professional Affiliation/ MembershipMember Pakistan Engineering Council as Professional Engineer.

Referees

1) Amer Zia ) Saleemullah

Lead, Power Distribution Projects x MD Sindh Small Industries Corportion

USAID Islamabad x Advisor, CEO Siemens Pakistan

Ex Director( Technical) ob. 03218240924

K.Electric Company

Mob. 03082224845

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MU HAMMAD TARIQ SAEEDAddress: House No. 91/1, Street No. 17, Khyaban-e-Rahat, Phase VI, DHA, Karachi.

Cell Phone: 0300-2135553

E-mai l: - tariq .sae ed91@ ho tmai l.com

OBJECTIVE:

To further apply my specialized technical skills related

filename: sind transmission & dispatch company (stdc).pdf

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