pakistan stock exchange limited pstock...

PAKISTAN STOCK EXCHANGE LIMITED pStock Exchange Building, Stock Exchange Road, Karachi-74000

'/ UAN: 111-001-122

Seeking Public Comments

On

Draft Prospectus of Orient Rental Modaraba

It is hereby informed to all concerned that Orient Rental Modaraba has applied for Listing on the

Exchange and has submitted the draft Prospectus for issue of Modaraba Certificates to the General

Public / Retail Investors.

The draft Prospectus of the Modaraba is hereby placed on the Website of the Exchange under

caption "Public Comments on Draft Prospectus of Orient Rental Modaraba" for seeking

public comments as required under Section 3(11) of the Public Offering Regulations, 2017 and the

Regulation No. 5.2.2 (ac) of Listing of Companies and Securities Regulations of PSX.

It is requested to submit written comments on the draft Prospectus, if any, either in hard form or

through email at comments.draftprosDectusDsx.com.Pk addressed to the undersigned latest

by August 8, 2017.

MUHMMAD GHUFRAN Deputy General Manager - Operations

Distribution: TREC Holders of PSX based at Karachi through Karachi Office TREC Holders of PSX based at Lahore through Lahore Office TREC Holders of PSX based in Islamabad through Islamabad Office

Copy to:

1. The Executive Director (PRDD), SMD, SECP 2. The Director (CI), Public Offering & Regulated Persons Department, SEcP 3. The Chief Executive Officer, PSX 4. The Chief Executive Officer, CDC 5. The Chief Executive Officer, NCCPL 6. Acting Chief Regulatory Officer - PSX 7. All Head of Departments - PSX 8. PSX Notice Board & Website 9. Eman Management (Pvt) Limited 10.Arif Habib Limited

ADVICE FOR GENERAL PUBLIC

INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS PROSPECTUS, ESPECIALLY THE RISK FACTORS GIVEN AT PARA 5.6 BEFORE MAKING ANY INVESTMENT DECISION

SUBMISSION OF FALSE AND FICTICIOUS APPLICATIONS IS PROHIBITED AND SUCH APPLICATIONS’ MONEY MAY BE FORFEITED UNDER SECTION 87(8) OF THE SECURITIES ACT, 2015.

PROSPECTUS OF

ORIENT RENTAL MODARABA (An Islamic Financial Institution)

MANAGED BY: EMAN MANAGEMENT (PRIVATE) LIMITED (“EMAN”)

For the Public Issue of 15,000,000 Modaraba certificates (30% of the Total Paid up Fund) of PKR 10/- each at face value to the General Public out of the Total Paid up Fund of 50,000,000 Modaraba Certificates

As per regulation 3(11) of the Public Offering Regulations, 2017 the Draft Prospectus was placed on the websites of PSX, Orient Rental Modaraba and consultant to the issue for seeking public comments for seven

working days starting from MM/DD/2017 to MM/DD/2017

DATE OF PUBLIC SUBSCRIPTION: From MM/DD/YYYY to MM/DD/YYYY (BOTH DAYS INCLUSIVE) OPEN AT THE COMMENCEMENT OF BANKING HOURS ON MM/DD/ YYYY AND WILL CLOSE ON MM/DD/YYYY AT THE CLOSE

OF BANKING HOURS

CONSULTANT TO THE ISSUE

BANKERS TO THE ISSUE

Al Baraka Bank Limited Askari Bank Limited Dubai Islamic Bank

Limited

Habib Metropolitan Bank

Limited Summit Bank Limited

Allied Bank Limited Bank Alfalah Limited Faysal Bank Limited Meezan Bank Limited United Bank Limited

*In order to facilitate investors, United Bank Limited (“UBL”) & Bank Alfalah Limited (“BAFL”) are offering electronic submission of

application (e-IPO) to their account holders. UBL account holders can use UBL Net Banking to submit their application via link

http://www.ubldirect.com/corporate/ebank. BAFL account holders can use BAFL Net Banking to submit their application via link

https://ib.bankalfalah.com.pk . Further, please note that online applications can be submitted 24 hours a day during the subscription period

which will close at midnight on DD/MM, YYYY.

The Central Depository Company of Pakistan (“CDC”) has developed a Centralized e-IPO system (“CES”) through which applications for subscription of securities offered through IPOs can be made electronically. CES can be assessed through the web link www.cdceipo.com. CES would be connected to different entities (1Links, banks etc.) for payment of subscription money. For details on CES, please refer para 2.8

PUBLIC ISSUE UNDERWRITTEN BY

MCB Bank Limited

Arif Habib Limited

Bank Islami Pakistan Limited

SHARIA ADVISOR MUHAMMAD IBRAHIM ESSA

DATE OF PUBLICATION OF THIS PROSPECTUS: MM/DD/YYYY

For investor education please visit www.jamapunji.pk Jama Punji is an investor education initiative of the Securities & Exchange Commission of Pakistan

Prospectus, Registration, Bidding and Subscription Forms can be downloaded from the following websites: www.eman.com.pk http://www.arifhabibltd.com

For further queries you may contact:

EMAN Management (Private) Limited – Mr. Tahir Ahmed, Phone: +92-21-111 507 507 E-mail: [email protected] Arif Habib Limited – Mr. Ammad Tahir, Phone: +92-21 32433542, E-mail: [email protected]

https://ib.bankalfalah.com.pk/

http://www.cdceipo.com/

http://www.jamapunji.pk/

http://www.emanmanagement.com.pk/

http://www.arifhabibltd.com/

ORIENT RENTAL MODARABA PROSPECTUS

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UNDERTAKING BY THE CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER WE, GIASUDDIN KHAN, THE CHIEF EXECUTIVE OFFICER AND ALI AKBAR ABDULLAH, THE CHIEF FINANCIAL OFFICER OF ORIENT RENTAL MODARABA, CERTIFY THAT:

I. THE PROSPECTUS CONTAINS ALL INFORMATION WITH REGARDS TO THE ISSUERS AND THE ISSUE, WHICH IS MATERIAL IN THE CONTEXT OF THE ISSUE AND NOTHING HAS BEEN CONCEALED;

II. THE INFORMATION CONTAINED IN THE PROSPECTUS IS TRUE AND CORRECT TO THE BEST OF OUR KNOWLEDGE AND BELIEF;

III. THE OPINIONS AND INTENTIONS EXPRESSED HEREIN ARE HONESTLY HELD;

IV. THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKES THIS DOCUMENT AS A WHOLE OR ANY PART THEREOF MISLEADING;

V. ALL REQUIREMENTS OF THE SECURITIES ACT, 2015; THE DISCLOSURES IN THE PUBLIC OFFERING

REGULATIONS, 2017 FOR PREPARATION OF PROSPECTUS, RELATING TO APPROVAL AND DISCLOSURES HAVE BEEN FULFILLED; AND

VI. NO CHARGES, FEE, EXPENSES, PAYMENT ETC. HAVE BEEN COMMITTED TO BE PAID TO ANY

PERSON IN RELATION TO THIS PUBLIC OFFERING EXCEPT FOR THOSE AS DISCLOSED IN PART 3 OF THE PROSPECTUS.

For and on behalf of Issuers, Orient Rental Modaraba – Managed by Eman Management (Private) Limited -sd- -sd-

Giassuddin Khan Chief Executive Officer EMAN Management (Private) Limited

Ali Akbar Abdullah Director / Chief Financial Officer EMAN Management (Private) Limited


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SHARIA ADVISORS CERTIFICATE


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Glossary of Technical Terms

Board The Board of Directors of Modaraba Company

CDA Central Depositories Act, 1997

CDC Central Depository Company of Pakistan Limited

CDS Central Depository System

CNIC Computerized National Identity Card

Commission/SECP Securities & Exchange Commission of Pakistan

Companies Act Companies Act, 2017

Company or the Modaraba Company EMAN Management (Private) Limited

CVT Capital Value Tax

CRO Company’s Registration Office

EPS Earnings Per Share

FBR Federal Board of Revenue

FED Federal Excise Duty

FPI Foreign Portfolio Investment

GOP Government of Pakistan

IPO Initial Public Offering

ITO Income Tax Ordinance, 2001

Modaraba Ordinance Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980

Modaraba Rules Modaraba Companies and Modaraba Rules, 1981

Modaraba Orient Rental Modaraba

NICOP National Identity Card for Overseas Pakistani

NOC No Objection Certificates

PKR or Rs Pakistan Rupees

PSX Pakistan Stock Exchange Limited

Registrar Modaraba Registrar of the Modaraba Companies and Modaraba, Islamabad

SCRA Special Convertible Rupee Account

Securities Act Securities Act, 2015

Securities Exchange Pakistan Stock Exchange Limited

SECP Securities and Exchange Commission of Pakistan


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SST Sindh Sales Tax

TREC Trading Right Entitlement Certificate

UIN Unique Identification Number

WHT Withholding Tax


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Definitions

Application Money The amount of money paid along with application for subscription of certificates which is equivalent to the product of the Issue Price per certificate and the number of certificates applied for

Certificates

Certificates of Orient Rental Modaraba having face value of PKR 10/- each unless otherwise specified in the context thereof.

Centralized E-IPO System (CES) In order to facilitate investors, the Central Depository Company of Pakistan (“CDC”) has developed a Centralized e-IPO System (“CES”) through which applications for subscription of securities offered to the general public can be made electronically. CES has been made available in this Initial Public Offering (IPO) and can be accessed through the web link www.cdceipo.com. Payment of subscription money can be made through 1LINK’s member banks available for CES, list of which is available on above website. For making application though CES, investors must be registered with CES. Registration with CES is free of cost and can be done under a self-registration process by filling the CES registration form, which is available 24/7 all around the year. Investors who have valid Computerized National Identity Card (CNIC), bank account with any of the commercial bank, email address, mobile phone number and CDS Account (Investor account or sub account) may register themselves with CES. Investors who do not have CDS account may visit www.cdcpakistan.com for information and details. For further guidance and queries regarding CES and opening of CDS account, investors may contact CDC at phone number: 0800 – 23275 (CDCPL) and e-mail: [email protected]. Investors who are registered with CES can submit their applications through the web link www.cdceipo.com 24 hours a day during the subscription period which will close at midnight on DD/MM/2017.

e-IPO e-IPO is submission of application for subscription of securities electronically through internet, Automated Teller Machines (ATM) and mobile phones. In order to

mailto:[email protected]


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facilitate the public during IPOs, SECP has introduced the concept of e-IPO. The following two systems are available for e-IPOs: (i) Centralized e-IPO System (CES): In order to facilitate investors, the Central Depository Company of Pakistan (“CDC”) has developed a Centralized e-IPO System (“CES”) through which applications for subscription of securities offered to the general public can be made electronically. CES has been made available in this Initial Public Offering (IPO) and can be accessed through the web link www.cdceipo.com. Payment of subscription money can be made through 1LINK’s member banks available for CES, list of which is available on above website. (ii) e-IPO facilities by Bankers to the Issue: Currently, United Bank Limited (UBL) and Bank Alfalah Limited (BAFL) are providing e-IPO facilities to their respective accountholders. UBL account holders can use UBL Net Banking to submit their application via link http://www.ubldirect.com/corporate/ebank, and BAFL account holders can use BAFL Net Banking to submit their application via link http://ib.bankalfalah.com.pk.

Issuer Orient Rental Modaraba

Issue Initial Public Offering (IPO) of 15,000,000 Modaraba certificates of Orient Rental Modaraba (30% of the Total Paid Up Fund of the Modaraba) at issue price of PKR 10/- per certificate.

Issue Price The price at which Certificates are being offered. The issue price is PKR 10/- per certificate.

Listing Committee Listing Committee, shall mean a committee of PSX comprising of at least seven members including at least three external members for review and approval of the prospectus and the listing application.

Prospectus Prospectus means any document described or issued as a prospectus and includes any document, notice, circular, material, advertisement, offer for sale document, publication or other invitation offering to the public (or any section of the public) or inviting offers from the public for the subscription or purchase of any securities of a company.

Regulations / PO Regulations The Public Offering Regulations, 2017


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Securities Regulations Chapter 5 of the Rule Book of the Pakistan Stock Exchange Limited, titled ‘Listing of Companies and Securities Regulation’.

Sponsor A person who has contributed initial capital in the issuing company or has the right to appoint majority of the directors on the board of the Company directly or indirectly; A person who replaces the person referred above; And A person or group of persons who has control of the Company whether directly or indirectly.

Sharia Compliant Business A business which meets all of the requirements of Sharia Law and the principles articulated for “Islamic Finance” and certified by the Religious Board.

Interpretation: ANY CAPITALIZED TERM CONTAINED IN THIS PROSPECTUS, WHICH IS IDENTICAL TO CAPITALIZED TERM DEFINE HEREIN, SHALL, UNLESS THE CONTEXT EXPRESSLY INDICATES OR REQUIRES OTHERWISE AND TO THE EXTENT AS MAY BE APPLICABLE GIVEN THE CONTEXT, HAVE THE SAME MEANING AS THE CAPITALIZED / DEFINED TERM PROVIDED HEREIN


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TABLE OF CONTENTS 1 APPROVALS AND LISTING ON THE SECURITIES EXCHANGE ...................................................... 10

2 VALUATION, MODARABA FUND AND RELATED MATTERS ....................................................... 17

3 UNDERWRITING, MANAGEMENT FEES, BROKERAGE AND EXPENSES TO THE ISSUE ............... 31

4 THE MODARABA MANAGEMENT COMPANY ............................................................................ 33

5 MODARABA OBJECTIVES, BUSINESS AND PROSPECTS .............................................................. 34

6 FINANCIAL INFORMATION ........................................................................................................ 43

7 BOARD OF DIRECTORS AND ORGANIZATIONAL SET UP ............................................................ 51

8 MISCELLANEOUS ....................................................................................................................... 59

9 PATTERN OF MODARABA CERTIFICATE..................................................................................... 63

10 APPLICATION AND ALLOTMENT INSTRUCTIONS ....................................................................... 64

11 SIGNATORIES TO THE PROSPECTUS .......................................................................................... 69

12 MEMORANDUM OF ASSOCIATION OF EMAN MANAGEMENT (PRIVATE) LIMITED .................. 70

13 MODARABA CERTIFICATE APPLICATION FORM ........................................................................ 77


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1 APPROVALS AND LISTING ON THE SECURITIES EXCHANGE

1.1 APPROVAL OF THE SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Approval of the Securities and Exchange Commission of Pakistan (the “Commission”) or the (“SECP”) under Section 87(2) of the Securities Act, 2015 (the Securities Act) read with Section 88(1) thereof has been obtained by Orient Rental Modaraba for issue, circulation and publication of this prospectus. Disclaimer:

IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, THE SECP DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE MODARABA AND ANY OF ITS SCHEMES STATED HEREIN OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARDS TO THEM BY THE ISSUER AND/OR THE MODARABA COMPANY IN THIS PROSPECTUS. SECP HAS NOT EVALUATED QUALITY OF THE ISSUE AND ITS APPROVAL FOR ISSUE, CIRCULATION AND PUBLICATON OF THIS PROSPECTUS SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF THE SAME. THE PUBLIC/INVESTORS SHOULD CONDUCT THEIR OWN INDEPENDENT DUE DILIGENCE AND ANALYSIS REGARDING THE QUALITY OF THE ISSUE BEFORE SUBSCRIBING.

THE COMMISSION NEITHER TAKES RESPONSIBILITY FOR THE CORRECTNESS OF THE CONTENETS OF THIS PROSPECTUS NOR THE ABILITY OF THE COMPANY TO FULFILL ITS OBLIGATIONS THEREUNDER

1.2 AUTHORIZATION FOR THE ISSUE FROM REGISTRAR MODARABA Authorization has been granted under the Modaraba Ordinance for the floatation of the Modaraba vide Registrar’s Modaraba Authorization Certificate bearing No. SCD/M/PRDD/ORM/2017 dated March 21, 2017. The Religious Board constituted under Section 9 of the Modaraba Ordinance has certified that the business proposed to be undertaken by the Modaraba is not opposed to the injunctions of Islam. 1.3 CLEARANCE BY THE PAKISTAN STOCK EXCHANGE LIMITED (PSX) The Prospectus of the Modaraba has been approved by PSX vide their letter No. XXX dated DD/MM/2017 in accordance with the requirements of the Regulations for Listing of Companies and Securities.

Disclaimer PSX HAS NOT EVALUATED THE QUALITY OF THE ISSUE, AND ITS CLEARANCE SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF THE SAME. THE PUBLIC SHOULD CONDUCT THEIR OWN INDEPENDENT INVESTIGATION AND ANALYSIS REGARDING THE QUALITY OF THE ISSUE BEFORE SUBSCRIBING.

THE PUBLICATION OF THIS DOCUMENT DOES NOT REPRESENT SOLICITION BY PSX.


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THE CONTENTS OF THIS PROSPECTUS DO NOT CONSTITUTE AN INVITATION BY PSX TO INVEST IN CERTIFICATES OR SUBSCRIBE FOR ANY SECURITIES OR THEIR FINANCIAL INSTRUMENT, NOR SHOULD IT OR ANY PART OF IT FORM THE BASIS OF, OR RELIED UPON IN ANY CONNECTION WITH ANY CONTRACT OR COMMITMENT WHATSOEVER OF PSX. IT IS CLARIFIED THAT INFORMATON IN THIS PROSPECTUS SHOULD NOT BE CONSTRUED AS ADVICE ON ANY PARTICULAR MATTER BY PSX AND MUST NOT BE TREATED AS A SUBSTITUTE FOR SPECIFIC ADVICE. PSX DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWEVER ARISING FROM OR IN RELIANCE UPON THIS DOCUMENT TO ANY ONE, ARISING FROM ANY REASON, INCLUDING, BUT NOT LIMITED TO, INACCURACIES INCOMPLETENESS AND/OR MISTAKES, FOR DECISIONS AND/OR ACTION TAKEN, BASED ON THIS DOCUMENT. PSX NEITHER TAKES RESPONSIBILITY FOR THE CORRECTNESS OF CONTENTS OF THIS PROSPECTUS NOR THE ABILITY OF THE ISSUER TO FULFILL ITS OBLIGATION THEREUNDER. ADVICE FROM A SUITABLY QUALFIED PROFESSIONAL SHOULD ALWAYS BE SOUGHT BY INVESTORS IN RELATION TO ANY PARTICULAR INVESTMENT.

1.4 FILING OF THE PROSPECTUS The Modaraba Company, as required under rule 20(2) of the Modaraba Rules, has filed with the Registrar Modaraba a copy of this Prospectus signed by all the directors of the Modaraba Company.

1.5 LISTING ON THE SECURITIES EXCHANGE

Application has been made to PSX for permission to deal in and for quotation of the Certificates of the Modaraba. If for any reason the application for formal listing is not accepted by PSX or approval for formal listing is not granted by PSX before the expiration of twenty-one days from the date of closing of the subscription period / list or such longer period not exceeding forty two days as may, within the said twenty-one days, be notified to the applicants for permission by the securities exchange, the Issuer undertakes that a notice to that effect will immediately be published in the press and will refund Application Money to the applicants without surcharge as required under the provisions of Section 69 of the Companies Act. If any such money is not repaid within eight (08) days after the issuer becomes liable to repay it, the Directors of the Company shall be jointly and severally liable to repay that money from the expiration of the eight day together with surcharge at the rate of two per cent (2.0%) for every month or part thereof from the expiration of the eight day and, in addition, shall be liable to a penalty of level 3 on the standard scale in accordance with the provisions of sub-section (2) of Section 69 of the Companies Act. As required under sub-section (3) of Section 69 of the Companies Act, the Application Money shall be deposited and kept in a separate bank account in a scheduled bank so long as the issuer may become liable to repay it under sub-section (2) of Section 69 of the Companies Act; and, if default is made in complying with the said sub-section (3), the issuer and every officer of the issuer who authorizes or


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permits the default shall be liable to a penalty of level 2 on the standard scale as prescribed in the Companies Act. However, the issuer is determined to refund the subscription money on time without any delay. Surcharge paid in case of delayed payment is considered Riba according to Sharia Injunctions.


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1.6 CONDITIONS IMPOSED BY REGISTRAR MODARABA ON THE MODARABA COMPANY While granting registration to the Modaraba Company, the Registrar Modaraba has imposed the following conditions, inter-alia: 1. EMAN Management (Private) Limited (“Modaraba Company”) shall make such investments as

may be required in terms of the prospectus for floatation of a Modaraba.

2. Subscription in compliance to Section 17(3) of Modaraba Ordinance will be in the nature of permanent investment of the Company in the Modaraba free from encumbrances for all time, which will not be disinvested during the life of the Modaraba.

3. The Company shall undertake such business as is approved by the Registrar in terms of the Prospectus.

4. The promoters, sponsors or persons holding controlling interest shall not transfer any shares held by them without the prior permission in writing of the Registrar.

5. The company shall furnish its annual audited accounts along with the director’s report to the Registrar immediately on issue of the same to the shareholders.

6. An amount of not less than Rs. 2.5 million shall be set aside apart free from any encumbrance in respect of each Modaraba to be floated and managed by the Company and that the particulars thereof shall be furnished to the Registrar along with the application for floatation of each Modaraba.

7. No change shall be made in the Company’s major shareholders as well as Chief Executive / Directors without the prior approval of the Registrar.

8. The promoters/major shareholders of the company shall deposit their shares (D-mat form) in a blocked account at the Central Depository Company of Pakistan Limited (CDC). Any subsequent allotment/subscription, either in the form of right or bonus shares or in any other manner whatsoever, to the existing Modaraba Company’s promoters/major shareholders shall also be deposited with the CDC.

9. The promoters/major shareholders of the Company shall not raise any financing or create encumbrance against the shares mentioned in preceding condition.

10. The company shall not seek or obtain funds/deposit under any form or mode from any individuals or general public, except with the prior written approval of the SECP.

11. The Company shall not undertake any real estate business activity without the prior written approval of the Registrar.

12. The Chief Executive Officer or one of the directors of the Company shall have sound knowledge or working experience in the Islamic banking and finance.

13. The company shall float a Modaraba within one year from the date of its registration. In case of failure, proceedings for cancelation and de-registration of the company shall be initiated under the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980.

14. In the case of removal of its chief executive before the expiration of his/her term or where the chief executive decides to tender his resignation, the company shall inform the Registrar at least one month before the change upon receipt of advance notice for resignation from the chief executive. The company shall appoint a new chief executive within the time prescribed under the law and seek approval of the Registrar within thirty days from the date of the office of chief


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executive has fallen vacant. In the ordinary course of business, the company shall not relieve the outgoing chief executive unless a new incumbent is appointed to takeover charge from him/her. However, in the case of removal of the chief executive before the expiration of his/her term, the company shall also furnish reasons for such removal/termination to the Registrar while conveying the information of change in the management.

1.7 CONDITIONS IMPOSED BY REGISTRAR MODARABA ON THE MODARABA: While granting approval for the floatation of the Modaraba vide their Modaraba authorization certificate dated March 21, 2017, the Registrar Modaraba has prescribed the following conditions, inter-alia:

1) Orient Rental Modaraba (”the Modaraba") shall be floated within twelve months from the date

of this authorization. 2) The Modaraba shall not undertake any business other than those specified in the prospectus. 3) Eman Management (Pvt.) Limited (“the Modaraba Company”) shall not disinvest or create

encumbrance in favor of any person on any part of the investment in the Modaraba. 4) The Modaraba Certificates shall be listed for trading on the Stock Exchange. 5) If the application for listing of the Modaraba is refused by the Stock Exchange, the Modaraba

Company shall forthwith repay the money received by it from the applicants in a manner as prescribed in the Modaraba Companies and Modaraba Rules, 1981.

6) Dates of execution of material contracts shall be incorporated in the Prospectus and verified photo copies thereof submitted to the Registrar before issue/publication of the Prospectus.

7) Dates of opening and closing of subscription lists as agreed by the Stock Exchange shall be incorporated in the Prospectus. If these dates go beyond three months of the date of this certificate, the prospectus shall be required to be cleared afresh by the Registrar before publication.

8) A duly signed final copy of the Prospectus containing original certificate of the auditors shall be filed with the Registrar before issue/publication of the Prospectus.

9) The Prospectus shall be published in the press not less than seven days and not more than thirty days before the date on which subscription list will open.

10) Five published copies of the Prospectus along with copies of all newspapers in which Prospectus has been advertised shall be filed with Registrar within seven days of its publication.

11) The contents of the Prospectus shall not be altered without prior written approval of the Registrar.

12) The Modaraba Company shall take a decision within ten days of the closure of subscription list as to which applications have been accepted, and shall refund, within ten days of the decision, the application money to the applicants whose applications have not been accepted.

13) A report about the public offer and subscription, allotment basis, fulfillment of underwriting obligations and related matters shall be furnished to the Registrar within two months of the date of publication of the Prospectus.

14) The Modaraba Certificates to be subscribed by the Modaraba Company and/or sponsors of the Modaraba Company, shall not be transferred except with the prior written authorization of the Registrar.

15) The Modaraba shall not undertake any real estate business activity without the prior written approval of the Registrar.

16) The Modaraba shall not raise finances of any kind from the public, except with the prior approval of the Registrar.


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17) The Modaraba Company shall comply with the conditions, if any, imposed by the Securities and Exchange Commission of Pakistan in the consent order.

18) The Modaraba Company shall file all the periodic returns/statements as required and prescribed under the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 and the Rules and Regulations framed thereunder.

19) The Modaraba Company shall not engage in any business, which is of the same nature and competes with the business of the Modaraba.

20) The objects outlined in the prospectus shall be achieved and the business operation conducted on the basis of business arrangements and agreements as already approved by Religious Board. In case any new arrangement is to be entered into, approval of the Religious Board shall be obtained.

21) Future business plans, scheme, prospectus, expected rate of return and mode of distribution of profit etc. shall be filed with Registrar within seven days, after a decision is made by Board of Directors, for further issue of Modaraba Certificates.

22) The business of the Modaraba shall be conducted in line with the Provisions of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 and the Rules and Regulations framed thereunder, the Prospectus of the Modaraba and the Shariah Audit and Shariah Compliance Mechanism for the Modarabas.

23) The Modaraba shall appoint its auditor, with prior approval of the Registrar, from the Panel of auditors circulated by the Registrar.

24) Any violation of the condition of Authorization Certificate or Prospectus of the Modaraba shall be cognizable under the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980.

25) The promoters/major certificate holders of the Modaraba shall place their modaraba certificates in a blocked account at the Central Depository Company of Pakistan Limited (CDC). Any subsequent allotment/subscription, either in the form of right or bonus modaraba certificates or in any other manner whatsoever, to the existing promoters/major certificates holders of the Modaraba shall also be deposited with the CDC.

26) Any other condition imposed by the Registrar Modaraba from time to time.

Note: In this respect, however, the regulation 11(4) of the PO Regulations will be complied with and will prevail which states that the certificates shall be allotted and issued against the accepted and successful application within 10 days of the close of public subscription period, and the subscription money of the unsuccessful applicants shall be unlocked/ refunded.


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1.8 CERTIFICATE BY CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER OF THE ISSUER July 26, 2017 The General Manager Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi We being the Chief Executive Officer and Chief Financial Officer of the Issuer accept absolute responsibility for the disclosures made in this Prospectus. We hereby certify that the Prospectus contains all necessary information with regard to the Issuer and the Issue and constitutes full, true and plain disclosures of all material facts relating to the Modaraba certificates being offered through this Prospectus and that nothing has been concealed. The information contained in this Prospectus is true and correct to the best of our knowledge and the opinions and intentions expressed herein are honestly held. There are no other facts, the omission of which makes this Prospectus as a whole or any part thereof misleading. For and on behalf of Orient Rental Modaraba Managed by Eman Management (Private) Limited -sd- -sd-




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2 VALUATION, MODARABA FUND AND RELATED MATTERS

2.1 VALUATION SECTION The Modaraba certificates of Orient Rental Modaraba (the “Modaraba”) are being issued without any premium at a par value of PKR 10/- per certificate. The Public issue at par value is based on the following factors such as: 1. Out of total paid-up fund of Modaraba of PKR 500 million, the Management Company and

sponsors of the Modaraba have subscribed PKR 350 million at par value of PKR 10/- certificate

2. The Registrar Modaraba have also approved the prospectus for present issue to general public at par value of PKR 10/- certificate

3. The Modaraba has not yet commenced its operations and the breakup value of its certificates at present is PKR 10/- certificate

The Consultant to the Issue has reviewed the business plan of the Modaraba and in their opinion the issue price of PKR 10/- per Modaraba certificate is justified based on: Strong Sponsor / Group Profile Sponsor of the Modaraba are engaged in business of selling and servicing of Gas Engines, Diesel Engines, Construction Equipment, Fork lifters, Compressors, Air Conditioner, and Solar Equipment along with their spare parts in Pakistan and possess vast experience in operating and maintaining the equipment through its associated company Orient Energy Systems. OES already has big foot print in the market and managing rental equipment size of PKR 2.2 billion. OES is also providing operation and maintenance support to 180 customers among which 79 customers are Extensive Power Plants. The total megawatt under O&M is 254 MW and total population of Gensets is 290. The Modaraba will take advantage of the existing infrastructure and will concentrate on the equipment supplied and maintained by OES. It is pertinent to note that OES has over two decades of successful history in supplying, renting and maintaining business of generators. The Modaraba formed will leverage this history of operations to build its rental and operations and maintenance business. Furthermore, to avoid any conflict, the Board of Directors of OES have resolved to discontinue the generator rental and operations and maintenance business upon commencement of operations by the Modaraba. Market Potential There is huge potential of equipment rental in Pakistan. Currently only few companies are operating with complete range of equipment and service facilities. The upcoming construction and infrastructure projects and power houses requirement would create ample opportunities for rental business particularly rental of power generation equipment which is the prime focus of EMAN Management (Private) Limited. Pakistan Electric Power Company (PEPCO) has stated the total shortfall of electricity in Country is 6,000 megawatts. According to PEPCO the total power generation is ten thousand eight hundred fourteen megawatts‚ while the total demand is sixteen thousand eight hundred fourteen megawatts.


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The market has great potential for projects that can feed the ever growing need of electricity. EMAN’s decision to move towards power generation on rental will assist in alleviating the energy crisis. The massive experience it has in this area will be beneficial towards breaking new grounds in power generation. The ample demand supply gap and the massive increasing demand for power makes it a very viable investment decision for EMAN Management (Private) Limited.

Justification Based on the above, the Consultant to the Issue is of the opinion that strong Sponsor profile, assurance by the Sponsors to not to compete with Modaraba and a huge potential of rental equipment in the country indicate successful business operations of the Modaraba in the future. 2.2 CONSULTANT TO THE ISSUE Arif Habib Limited has been appointed by the issuer as Consultant to this issue. The consultant is in the process to apply to the commission under Public Offering (Regulated Securities Activities Licensing) Regulations, 2017 promulgated on May 2, 2017, for the grant of license to carry on its functions as consultant to the issue. However, as per second provision to Rule 3 of the said regulations, a consultant can provide services to the issuer during six months period from the said date. 2.3 INTEREST OF CONSULTANT TO THE ISSUE OTHER THAN THEIR ROLE AS CONSULTANT The consultant to the issue is deemed to be interested to the extent of fees payable to it by the issuer for the services as consultant. The Consultant to the issue has no other interest in any property or profits of the Modaraba.


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2.4 STATEMENT BY THE ISSUER July 26, 2017 The General Manager Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi On behalf of Orient Rental Modaraba (the “Modaraba”), we hereby confirm that all material information as required under the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980, the Securities Act, 2015, the Public Offering Regulations, 2017 and the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange Limited has been disclosed in the Prospectus and that whatever is stated in Prospectus and the supporting documents is true and correct to the best of our knowledge and belief and that nothing has been concealed. For and on behalf of Orient Rental Modaraba Managed by Eman Management (Private) Limited -sd- -sd-




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2.5 STATEMENT BY THE CONSULTANT TO THE ISSUE July 24, 2017 The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi Dear Sir, Being mandated as the consultant to this initial Public Offering of Orient Rental Modaraba, we hereby confirm that all material information as required under the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980, the Securities Act, 2015, the Listing of Companies and Securities Regulation of Pakistan Stock Exchange Limited and the Public Offering Regulations, 2017 has been disclosed in this prospectus and that whatever is stated in the prospectus and in the supporting documentations is true and correct to the best of our knowledge and belief and that nothing has been concealed. For and on behalf of Arif Habib Limited, -sd- _______________________ Ahmed Rajani Vice President, Investment Banking


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2.6 MODARABA FUND

Number of Certificates

Amount in PKR

AUTHORIZED MODARABA FUND 50,000,000 Modaraba certificates of Rs.10/ - each 500,000,000

SUBSCRIBED AND PAID UP FUND Modaraba certificates of Rs.10/ - each fully paid in cash

by:

Modaraba Management Company 5,000,000 EMAN Management (Private) Limited 50,000,000

Other Sponsors 5,000,000 6,250,000 6,250,000 6,250,000 6,250,000

ASJN Holdings (Pvt.) Limited Mr. Muhammad Saeed Mr. Nasim Ahmed Mr. Azhar Iqbal Mr. Chaudhry Jawaid Iqbal

50,000,000 62,500,000 62,500,000 62,500,000 62,500,000

35,000,000 Sub- Total 350,000,000

PRESENT ISSUE

Now offered for subscription at par in cash, by full payment on application, as follows:

15,000,000 General Public 150,000,000

50,000,000 Sub- Total 500,000,000

50,000,000 GRAND TOTAL 500,000,000

Notes:

1. As per section 17(3) of the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980, the Modaraba management company will hold not less than 10% of the total amount of Modaraba Certificates offered for subscription.

2. As per Rule 3 (iv) of the Companies (Issue of Capital) Rules, 1996, and regulation 5(1) of the PO Regulations, the sponsors shall retain their entire shareholding in the modaraba for a period of not less than 12 months from the last date of public subscription or from the date of commencement of the business of the modaraba, which-ever is later.

3. Further, as per Rule 3 (v) of the Companies (Issue of Capital) Rules, 1996, and regulation 5(2) of the PO Regulations, the sponsors shall retain not less than twenty-five percent (25%) of the capital of the Modaraba for not less than three financial years from the last date of public subscription or from the date of commencement of the business of the modaraba, which-ever is later.

4. As per Regulation 5(3) of the Public Offering Regulations, 2017, the certificates of the sponsors mentioned at (ii) and (iii) above shall be kept unencumbered in a block account with central


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depository.

5. Subject to compliance with (ii) and (iii) above, and with the approval of the securities exchange, the sponsors of the issuer may sell their certificate holding through block-sale to any other person who shall be deemed sponsor for the purpose of these regulations.

6. The Commission vide its letter dated May 9, 2017 and the Pakistan Stock Exchange vide their letter dated April 20, 2017 have allowed relaxation from the requirement of Regulation 5.4.4 of the Listing of Companies and Securities Regulations of the PSX regarding the allocation of capital of thirty percent (30%) to the public instead of requirement of seventy percent (70%) of the total size of the Modaraba.

2.7 OPENING AND CLOSING OF SUBSCRIPTION LIST The subscription list will open at the commencement of banking hours at 9:00 a.m. of DD/MM/2017 and will close on DD/MM/2017, at the close of banking hours at 05:00 pm. Please note that online applications can be submitted 24 hours during the subscription period which will close at 12:00 midnight on DD/MM2017. The procedure for making online applications is given herein below. 2.8 PUBLIC SUBSCRIPTION THROUGH CENTRALIZED E-IPO SYSTEM (E-IPO) e-IPO is submission of application for subscription of securities electronically through internet, Automated Teller Machines (ATM) and mobile phones. In order to facilitate the public during IPOs, SECP has introduced the concept of e-IPO. The following two systems are available for e-IPOs: (a) Centralized e-IPO System (CES): In order to facilitate investors, the Central Depository Company of Pakistan (“CDC”) has developed a Centralized e-IPO System (“CES”) through which applications for subscription of securities offered to the general public can be made electronically. CES has been made available in this Initial Public Offering (IPO) and can be accessed through the web link www.cdceipo.com. Payment of subscription money can be made through 1LINK’s member banks available for CES, list of which is available on above website. For making application though CES, investors must be registered with CES. Registration with CES is free of cost and can be done under a self-registration process by filling the CES registration form, which is available 24/7 all around the year. Investors who have valid Computerized National Identity Card (CNIC), bank account with any of the commercial bank, email address, mobile phone number and CDS Account (Investor account or sub account) may register themselves with CES. Investors who do not have CDS account may visit www.cdcpakistan.com for information and details. For further guidance and queries regarding CES and opening of CDS account, investors may contact CDC at phone number: 0800 – 23275 (CDCPL) and e-mail: [email protected].



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Investors who are registered with CES can submit their applications through the web link www.cdceipo.com 24 hours a day during the subscription period which will close at midnight on DD/MM/2017. (b) e-IPO facilities by Bankers to the Issue: Currently, United Bank Limited (UBL) and Bank Alfalah Limited (BAFL) are providing e-IPO facilities to their respective accountholders. UBL account holders can use UBL Net Banking to submit their application via link http://www.ubldirect.com/corporate/ebank, and BAFL account holders can use BAFL Net Banking to submit their application via link http://ib.bankalfalah.com.pk. 2.9 BENEFITS OF E-IPO e-IPO has the following benefits:

1) It enables the investors to make application for subscription of shares through the internet without going to the bank, and waiting in long queues.

2) It is efficient and simultaneously facilitative for both the Issuer and the investors.

3) It is available for use 24 hours during the subscription period.

4) If you are registered with CES or accountholder of a bank providing e-IPO facility, you may get SMS for new IPOs.

5) By applying through CES you can also track your application status.

2.10 INVESTORS ELIGIBILITY

Eligible investors include:

a. Pakistani citizens residing in or outside Pakistan or persons holding two nationalities including Pakistani Nationality;

b. Foreign nationals whether living in or outside Pakistan;

c. Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their respective constitutive documents and the existing related regulations as the case may be);

d. Mutual funds, Provident / Pension / Gratuity funds / Trusts (subject to the terms of their respective Trust Deeds and existing related regulations); and

e. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

2.11 FACILITIES AVAILABLE TO NON-RESIDENT PAKISTAN AND FOREIGN INVESTORS

Companies are permitted under paragraph 6 (with specific reference to sub para (B) (I)) of Chapter 20 of the State Bank of Pakistan’s (“SBP”) Foreign Exchange Manual (the “Manual”) to issue shares on repatriation basis to non-residents who are covered under paragraph 6 (A) of Chapter 20 of the Manual, i.e. (I) A Pakistan national resident outside Pakistan, (II) A person who holds dual nationality


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including Pakistan nationality, whether living in or outside Pakistan, (III) A foreign national, whether living in or outside Pakistan and (IV) A firm (including a partnership) or trust or mutual fund registered and functioning outside Pakistan, excluding entities owned or controlled by a foreign government, provided the issue price, is paid in foreign exchange through normal banking channel by remittance from abroad or out of foreign currency account maintained by the subscriber / purchaser in Pakistan. Non-residents who wish to subscribe for the certificates being offered to general public may contact any of the bankers to the issue for taking instructions regarding payment of subscription money against certificates. The certificates issued to non-resident shareholders shall be intimated by the Company to the designated Authorized Dealer, along with the documents prescribed in the Manual within 30 days of issue. Non-residents who are covered under paragraph 6 (A) of Chapter 20 of the Manual do not require SBP’s approval to invest in the shares being issued in terms of this Prospectus. Furthermore, under paragraph 7 (vii) of Chapter 20 of the Manual the Authorized Dealer shall allow repatriation of dividends, net of applicable taxes and proceeds on sale of listed shares (i.e. divestment proceeds) not exceeding the market value less brokerage / commission on provision of prescribed documents. Payments made by foreign investors shall be supported by proof of receipt of foreign currency through normal banking channels. Such proof shall be submitted along with the Application by the foreign investors.

2.12 MINIMUM AMOUNT OF APPLICATION AND BASIS OF ALLOTMENT OF MODARABA CERTIFICATES

The basis and conditions of allotment to the general public shall be as follows:

1. Application for certificates must be made for 500 certificates or in multiple of 500 certificates only. Applications which are neither for 500 certificates nor for multiples of 500 certificates shall be rejected.

2. The minimum amount of application for subscription of 500 Modaraba certificates is PKR 5,000/-

3. Application for certificates below the total value of PKR 5,000/- shall not be entertained.

4. SUBMISSION OF FALSE AND FICTITIOUS APPLICATIONS ARE PROHIBITED AND SUCH APPLICATION’S MONEY MAY BE FORFEITED UNDER SECTION 87(8) OF THE SECURITIES ACT, 2015.

5. If the certificates to be offered to the general public are sufficient to accommodate all applications, all applications shall be accommodated.

6. If the Issue is oversubscribed in terms of number of applications, the certificates shall be allotted by conducting computer balloting in the presence of the representative(s) of PSX in the following manner:

I. If all applications for 500 certificates can be accommodated, then all such applications shall be accommodated first. If all applications for 500 certificates cannot be accommodated, then balloting will be conducted among the applications for 500 certificates only.

II. If all applications for 500 certificates have been accommodated and certificates are still available for allotment, then all applications for 1,000 certificates will be accommodated. If


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all applications for 1,000 certificates cannot be accommodated, then balloting will be conducted among applications for 1,000 certificates only.

III. If all applications for 500 certificates and 1,000 certificates have been accommodated and certificates are still available for allotment, then all applications for 1,500 certificates will be accommodated. If all applications for 1,500 certificates cannot be accommodated, then balloting will be conducted among applications for 1,500 certificates only.

IV. If all applications for 500 certificates, 1,000 certificates, and 1,500 certificates have been accommodated and certificates are still available for allotment, then all applications for 2,000 certificates will be accommodated. If all applications for 2,000 certificates cannot be accommodated, then balloting will be conducted among applications for 2,000 certificates only.

V. After the allotment in the above mentioned manner, the balance certificates, if any, shall be allotted in the following manner:

o If the remaining certificates are sufficient to accommodate each application for over 2,000 certificates, then 2,000 certificates shall be allotted to each applicant and the remaining certificates shall be allotted on a pro-rata basis.

o If the remaining certificates are not sufficient to accommodate all remaining applications for at least 2,000 certificates, then balloting shall be conducted for allocation of 2,000 certificates to the successful applicants.

7. If the Issue is oversubscribed in terms of amount only, then the allotment of certificates shall be made on the following basis:

a) First preference will be given to applicants who applied for 500 certificates;

b) Next preference will be given to applicants who applied for 1,000 certificates;

c) Next preference will be given to applicants who applied for 1,500 certificates; and then;

d) Next preference will be given to applicants who applied for 2,000 certificates;

e) After allotment of the above, the balance certificates, if any, shall be allotted on a pro-rata basis to the applicants who applied for more than 2,000 certificates.

8. Allocation of certificates will be subject to scrutiny of the applications for subscription.

9. Applications, which do not meet with the above requirements or which are incomplete, will be rejected.

2.13 REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS

As per Section 11 clause 4 of the Public Offering Regulation, 2017, within 10 days of the close of public subscription period or such shorter period of time as may be specified by the Commission from time to time, the shares shall be allotted and issued against the accepted and successful applications and the subscription money of the unsuccessful applicants shall be unblocked/refunded.

As per sub section (2) of Section 68 of the Companies Act, 2017, if the refund as required by sub section (1) of section 68 of the Companies Act, 2017 is not made within the time specified therein, the directors of the Company shall be jointly and severally liable to repay that money with surcharge at rate of 2% for every month or part thereof from the expiration of the 15th day and, in addition, shall be liable to a penalty of level 3 on the standard scale as defined in Section 479 of the Companies Act.


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Provided that the directors of the Issuer shall not be liable if it proves that the default in making the refund was not on their own account and was not due to any misconduct or negligence on their part.

2.14 MINIMUM SUBSCRIPTION FOR ALLOTMENT

The minimum subscription on which the Directors will proceed to allot Modaraba Certificates is the full amount of PKR 500,000,000 (Pakistan Rupees Five Hundred Million only) out of which PKR 350,000,000 (Pakistan Rupees Three Hundred Fifty Million only) would be subscribed in cash by the Modaraba Company, ASJN Holdings (Pvt.) Limited (“ASJN”) , Sponsors, investors and associates as detailed in para 2.6 of this prospectus.

2.15 PRINCIPAL PURPOSE OF THE USE OF SUBSCRIPTION MONEY

The Modaraba shall be engaged in providing equipment rental solutions, operations and maintenance services. The modus operandi will include ownership and renting out of equipment and provision of operation and maintenance services. The renting of equipment shall be on Ijara mode for tenor ranging from one hour to days, weeks, months and year(s).

The equipment selected for rental shall include fleet of Power Generation Equipment, Commercial Vehicle, Material Handling Equipment and Construction Machinery. The rental solution shall be provided locally as well as internationally. In addition, the Modaraba will provide Shariah compliant finance facilities / financial support including equity support through equity injection / participation in the share capital of new and existing companies and any other mode(s) of investment / financing approved by the Modaraba Religious Board. The Modaraba will also provide Operation & Maintenance (O&M) services to customers who own the equipment and require O&M service providers for maintenance.

2.16 INTEREST OF CERTIFICATE HOLDERS

None of the certificate holders of the issued certificates of the Modaraba have any special or other interest in the property or profit of the Modaraba other than that as holders of the certificates in the funds of the Modaraba.

2.17 ISSUE AND CREDIT OF MODARABA CERTIFICATES

Within ten (10) days of the close of public subscription period, the certificates shall be allotted and issued against the accepted and successful applications and the subscription money of the unsuccessful applicants shall be unblocked / refunded, as required under regulation 11(4) of the PO Regulations.

Certificates will be issued only in the book-entry form. Therefore, the applicants must provide their CDS account Number in the Applicant Form. The Company shall credit shares, within ten (10) days of the closing of public subscription, in the respective CDS accounts of the successful applicants. If the Modaraba Company makes a default in complying with the above requirements, it shall pay to PSX a penalty of Rs.5,000/- per day during which the default continues. PSX may also notify the fact of such default and the name of the Modaraba Company by notice and also by publication in the Ready


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Board Quotation of PSX. The name of the Modaraba Company be notified to the TREC holders of the PSX and placed on the website of the PSX.

2.18 TRANSFER OF CERTIFICATES

The modaraba certificates shall be transferred in accordance with the provisions of Section 74 of the Companies Act read with Section 75 thereof and the Central Depositories Act, 1997 and the CDCPL Regulations.

2.19 CERTIFICATES ISSUED SINCE FLOATATION OF MODARABA

Since obtaining authorization for floatation of Modaraba on March 21st, 2017, the following Modaraba certificates have been subscribed:

Number of Modaraba Certificates Subscribed

Consideration Total Value

(PKR) Subscribed by

Date of Subscription

5,000,000 Cash 50,000,000 ASJN Holdings (Private)

Limited July 20, 2017

5,000,000 Cash 50,000,000 Eman Management

(Private) Limited July 20, 2017

6,250,000 Cash 62,500,000 Mr. Muhammad Saeed July 20, 2017

6,250,000 Cash 62,500,000 Mr. Nasim Ahmed July 20, 2017

6,250,000 Cash 62,500,000 Mr. Azhar Iqbal July 20, 2017

6,250,000 Cash 62,500,000 Mr. Chaudhry Jawaid Iqbal July 20, 2017

35,000,000 350,000,00

2.20 DIVIDEND POLICY

The rights in respect of capital and dividends attached to each certificate would be the same. The Board of Director of the Modaraba Company may from time to time pay to certificate holders such dividend as appear to the directors to be justified by the profits of the Modaraba. No dividend shall be paid otherwise than out of the profits of the Modaraba for the year or any other undistributed profits. The dividend will be paid within the period laid down under the Listing Regulation of PSX and in the Modaraba Rules. Those investors who intend that their cash dividend, if any, is directly credited in their Bank Account, must fill-in the relevant part of the Certificates Subscription Form under the heading “Dividend Mandate Option”.

Covenants / Restrictions on Payment of Dividends It is stated that there is no restriction on the modaraba by any regulatory authority, creditor, stakeholder etc. on the distribution and capitalization of its profits except as mentioned in this


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prospectus.

2.21 MODE OF DISTRIBUTION OF PROFITS

Not less than 90% of the net income in respect of the Modaraba business activities, (determined after charging the management fee up to 10% and after setting aside the mandatory reserve as per SECP’s Prudential Regulations for Modaraba, 2004) is proposed to be distributed at least once every financial year to the certificate holders in proportion to the number of certificates held by them. This is subject to sufficient profitability during the year and discretion of the Board.

2.22 ELIGIBILITY FOR DIVIDEND

All Modaraba certificate holders shall be eligible for any distribution whenever declared.

Except to the extent otherwise specified by the Registrar Modaraba for reasons to be recorded, the new Modaraba certificates shall rank pari-passu with existing certificates in all matters including the right to such bonus and dividend as may be declared subsequent to the date of issue of such new certificates.

2.23 DEDUCTION OF ZAKAT

Dividend distribution will be subject to deduction of zakat at source pursuant to the provision of the Zakat and Ushr Ordinance, 1980 (XVIII of 1980) as may be applicable from time to time (except where the Zakat and Ushr Ordinance does not apply to any certificate holder or where such certificate holder is otherwise exempt or has claimed exemption from payment/ deduction of Zakat in terms of and as provided in the Zakat and Ushr Ordinance).

2.24 TAX EXEMPTION

Under Clause 100 of Part I of the Second Schedule to the Income Tax Ordinance, 2001 (XLIX of 2001) the income of the Modaraba, not arising from trading activities will be exempt from tax subject to distribution of at least 90% of its net income to the certificate holders, after transferring requisite amount to reserves in accordance with Prudential Regulations for Modaraba. Provided that with effect from the first day of July, 1999 for the purpose of determining the distribution of ninety per cent profits, the profits distributed through bonus certificates to the certificate holders shall not be taken into account.

2.25 SALES TAX

Sales tax on service provided by the Modaraba would be applicable as per relevant provincial Sales Tax laws at applicable rates for respective provinces.

2.26 DEFERRED TAXATION

The Modaraba will account for deferred taxation on all material temporary difference using the liability method arising between the amounts attributed to assets and liabilities for financial reporting purposes and financial statements used for taxation purposes.


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However, deferred tax liability will not be applicable and provided in the financial statements as the management believes that the future income of Modaraba will not be taxable in the foreseeable future due to the fact that the Modaraba intends to continue availing the tax exemption through profit distribution to the extent of 90% of distributable profit.

2.27 SALES TAX ON SALE / PURCHASE OF MODARABA CERTIFICATES

Under the Constitution of Pakistan and Articles 49 of the 7th NFC Award, the Government of Sindh, Government of Punjab, Government of Khyber Pakhtunkhwa and Government of Baluchistan have promulgated the Sindh Sales Tax on Services Act, 2011, Punjab Sales Tax on Services Act, 2012, Khyber Pakhtunkhwa Sales Tax on services through Khyber Pakhtunkhwa Finance Act, 2013 and the Baluchistan Sales Tax on services Act, 2015 respectively. The Sindh Revenue Board, the Punjab Revenue Authority, and the Khyber Pakhtunkhwa Revenue Authority and the Baluchistan Revenue Authority administer and regulate the levy and collection of the Sindh Sales Tax (“SST”), Punjab Sales Tax (“PST”), Khyber Pakhtunkhwa Sales Tax (“KST”) and Baluchistan Sales Tax (“BST”) respectively on the taxable services provided or rendered in Sindh, Punjab, Khyber Pakhtunkhwa or Baluchistan provinces respectively. The value of taxable services for the purpose of levy of sales tax is the gross commission charged from clients in respect of purchase or sale of shares in a Stock Exchange. The above mentioned Acts levy a sales tax on Brokerage at the rate of 13% in Sindh, 16% in Punjab and in Baluchistan and in Khyber Pakhtunkhwa the rate is 15%. Sales tax charged under the aforementioned Acts is withheld at source under statutory requirements.

2.28 TAX CREDIT FOR INVESTMENT IN IPO

Under Section 62 of the Income Tax Ordinance, 2001, a resident person other than a Company, shall be entitled to a tax credit, as mentioned in the said section, for a tax year in respect of the cost of acquiring in the year, new certificates offered to the public by a public company listed on a stock exchange in Pakistan, provided the resident person is the original allottee of the certificates or the certificates are acquired from the Privatization Commission of Pakistan. As per section 62(3)(b) of the Income Tax Ordinance, 2001, the time limit for holding certificates has been designated as 24 months to avail tax credit.

2.29 FUTURE CAPITALIZATION

The Modaraba Company may make a right or bonus issue of Modaraba certificates, subject to approval of the Registrar Modaraba, as deemed necessary for the business operations of the Modaraba, in accordance with the Modaraba Companies and Modaraba (Floatation and Control) Ordinance, 1980 and the Modaraba Companies and Modaraba Rules, 1981.

2.30 WITHHOLDING TAX ON DIVIDENDS

Dividend distribution to certificates holders will be subject to withholding tax under section 150 of the Income Tax Ordinance, 2001 as specified in Part III Division 1 of the First Schedule of the said Ordinance or any time to time amendments therein. In terms of the provision of Section 8 of the said ordinance, said deduction at source, shall be deemed to be full and final liability in respect of such profits in case


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of individuals only. The following are the rates:

─ For filers of income tax Returns: 15% ─ For non-filers of income tax Returns: 20%

2.31 TAX ON BONUS CERTIFICATES

As per section 236M of the Income Tax Ordinance, 2001 tax at the rate of 5% of the value of bonus certificates determined on the basis of the day and ex-price be collected by the Modaraba issuing the bonus certificates, which will be the final tax liability on the such income of the certificate holder.

2.32 CAPITAL GAIN TAX

Under section 37A of the Income Tax Ordinance, 2001, capital gain on securities acquired after July 01, 2016 are subject to tax @15% for filers and 20% for non-filers.

2.33 CAPITAL VALE TAX (“CVT”) & WITHHOLDING TAX (“WHT”) ON SALE/ PURCHASE OF CERTIFICATES

On April 24, 2012, Finance (Amendment) Ordinance, 2012 was introduced whereby clause (F) was introduced in sub-section (2) of the Finance Act, 1989. This amendment reintroduced the Capital Value Tax at the rate of 0.01 % of the purchase value on the purchase of shares/ certificates of a company listed on Pakistan Stock Exchange.


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3 UNDERWRITING, MANAGEMENT FEES, BROKERAGE AND EXPENSES TO THE ISSUE

3.1 UNDERWRITING

The present public offer of 15 million Modaraba certificates of PKR 10 each, offered at a face value, has been fully underwritten as under:

S. no Underwriter No. of Certificates Amount in Rupees

1. MCB Bank Limited 3,750,000 37,500,000

2. Arif Habib Limited 3,750,000 37,500,000

3. Bank Islami Pakistan Limited 7,500,000 75,000,000

Total 15,000,000 150,000,000

If and to the extent, Modaraba certificates hereby offered are not subscribed and paid for in cash in full by the closing of the subscription list, the Underwriter shall within 15 days of being duly called upon by the Modaraba Company to do so, subscribe and pay for or procure subscribers to subscribe and pay for in cash in full those Modaraba certificates not so subscribed. In the opinion of the directors of the Modaraba Company, the resources of the Underwriters are sufficient to discharge their underwriting commitments.

3.2 NO BUYBACK / REPURCHASE AGREEMENT

THE UNDERWRITERS NOR ANY OF THEIR ASSOCIATES HAVE ENTERED INTO ANY BUYBACK OR REPURCHASE AGREEMENT WITH THE SPONSORS, THE MODARABA COMPANY OR ANY OTHER PERSON IN RESPECT OF THIS PUBLIC ISSUE. ALSO, NEITHER THE COMPANY NOR ANY OF ITS ASSOCIATES HAVE ENTERED INTO ANY BUY BACK / RE-PURCHASE AGREEMENT WITH THE UNDERWRITERS OR THEIR ACCOCIATES. THE COMPANY AND ITS ASSOCIATES SHALL NOT BUY BACK / RE-PURCHASE SHARES FROM THE UNDERWRITERS AND THEIR ASSOCIATES.

3.3 MANAGEMENT FEE

The Underwriters have been paid a management fee of PKR 1,500,000.

3.4 FEES AND EXPENSES FOR CENTRALISED E-IPO SYSTEM (CES)

Commission on application received through CES will be paid to CDC, which shall not be more than 0.8% of the amount of successful applications. CDC will share the fee with other participants of CES at a ratio agreed amongst them.

3.5 COMMISSION TO THE BANKERS TO THE ISSUE

A commission not exceeding 0.5% of the amount collected on allotment in respect of successful applicants of the Modaraba certificates will be paid to the bankers to the issue for services to be


32

rendered by them in connection with this issue. No commission shall be paid to the bankers in respect of Modaraba certificates subscribed by the underwriters by virtue of their underwriting commitments. 3.6 BROKERAGE

Brokerage shall be paid to the TREC holders of PSX, at the rate of 1.0% of paid-up value of Modaraba certificates actually sold through them. No brokerage shall be payable in respect of Modaraba certificates taken up by the Underwriters by virtue of their underwriting commitment.

3.7 PRELIMINARY EXPENSES AND EXPENSES OF THE ISSUE (NEED TO BE REVISED BASED ON

ENGAGEMENT)

The preliminary expenses payable by the Modaraba and expenses of the proposed issue to the public inclusive of cost of organization and floatation of the Modaraba, cost of printing, publication and distribution of this prospectus, management fee, commission to the bankers to the issue and brokerage etc. are not expected to exceed PKR 26,294,500/-. The estimated preliminary expenses and expenses to the issue, as described below, shall be paid by the Modaraba:

Note: The above figures are indicative and may change at the time of IPO. * These amounts represent the maximum possible costs under these heads.

EXPENSES TO THE ISSUE Rate Amount (PKR)

Advisory 8,000,000

Underwriters’ Management Fee 1,500,000

Commission - Bankers to the Issue* 0.5% 750,000

e-IPO charges 600,000

Centralized e-IPO System Expense 0.8% 1,200,000

Out of Pocket Expense - Bankers to the Offer 0.5% 500,000

Brokerage to TREC Holders of the Securities Exchanges* 1.0% 1,500,000

Modaraba Authorization Fee 5,050,000

Printing, Publication of Prospectus / Application Forms 3,000,000

PSX Listing Fee & Charges:

- Initial Listing Fee 500,000

- Annual Listing Fee 245,000

- SECP Supervisory Fee (10% of listing) 74,500

- Service Charges 50,000

CDC Annual Fees for Eligible Security 200,000

CDC Fresh Issue Fee 0.16% 800,000

SECP Application & Processing Fees 625,000

Balloters & Share Registrar Fees etc. 200,000

Legal Counsel 500,000

Miscellaneous Costs 1,000,000

TOTAL 26,294,500


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4 THE MODARABA MANAGEMENT COMPANY

4.1 INTRODUCTION TO THE MANAGERS OF THE MODARABA

EMAN Management (Private) Limited is an unlisted private limited company incorporated in the province of Sindh under the Companies Ordinance, 1984. It was registered as a modaraba management company with the Registrar Modaraba, on December 16, 2015. Presently the Board of the Modaraba Company comprises of the following persons:

Mr. Giassuddin Khan Director / Chief Executive

Mr. Joozer Jiwa Khan Director

Mr. Muhammad Saeed Director

Mr. Nasim Ahmed Director

Mr. Ali Akbar Abdullah Director

4.2 CAPITAL OF THE MODARABA MANAGEMENT COMPANY

The authorized capital of EMAN (the Management Company) is PKR 100 million divided into 10 million shares of PKR 10 each and paid-up capital of PKR 50 million is divided into 5 million shares of PKR 10 each.

4.3 OBJECTIVES OF THE MODARABA COMPANY

To initiate, sponsor, promote, float, organize, manage, administer, and operate Modarabas, Modaraba funds of all types and description, and other similar concerns either in syndicate or otherwise subject to the approval of the Registrar Modaraba, under the Modaraba Ordinance. It is envisaged that the Modaraba Company would float a series of Modarabas for undertaking various business ventures that are in conformity with the injunctions of Islam. In accordance with Section 17 of the Modaraba Ordinance, the Modaraba Company will not compete with the business to be carried on by the Modaraba(s) floated by it.

4.4 PROMOTERS AND MANAGERS OF THE MODARABA COMPANY

The Modaraba Company with ASJN as the major sponsors would provide strong support to the Modaraba. The Board, including the Chief Executive Officer of the Modaraba Company, consists of five [5] members. These Directors shall ensure smooth operations and functioning of the Modaraba.


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5 MODARABA OBJECTIVES, BUSINESS AND PROSPECTS

5.1 TYPE OF MODARABA

The Orient Rental Modaraba is a multi-purpose and perpetual Modaraba.

5.2 OBJECTIVES OF THE MODARABA

The Modaraba is floated with a view to:

I. Deliver the Shari’ah compliant business model that will offer Riba free income earning opportunity

to investors.

II. Provide constant revenue (dividend) stream to the certificate holders as requirement of 90% distribution and appreciation in the value of their holdings.

III. Earn high dividend yield for investors.

IV. Make investment in equipment which will help economic development of Pakistan.

V. Achieve long term growth prospects.

VI. Offer a Riba free opportunity to businesses in Pakistan to meet their financing needs to help grow business.

5.3 DESCRIPTION OF BUSINESS OF THE MODARABA

5.3.1 MODE OF TRANSACTION

The initial mode of transaction of the Modaraba is expected to be IJARA according to the format already approved by the Religious Board. In addition, the Modaraba may use other avenues of investment as already approved by the Religious Board including but not limited to equity market investment and other financing. All transactions will be strictly in accordance with the Prudential Regulations for Modaraba and any applicable laws, rules and regulations approved by the SECP.

5.3.2 BUSINESS OBJECTIVES

i. The Modaraba shall be engaged initially in providing equipment rental solutions, operation and maintenance services. The modus operandi will include ownership and renting out of equipment and provision of operation and maintenance services. The renting of equipment shall be on Ijara mode for tenor ranging from one hour to days, weeks, months and year(s).

ii. The equipment selected for rental shall include fleet of Power Generation Equipment, Commercial Vehicle, Material Handling Equipment and Construction Machinery. The rental solution shall be provided locally as well as internationally.

iii. In addition, the Modaraba will be engaged in providing Operation & Maintenance (O&M) services to customers who own the equipment and require O&M service providers for maintenance. The tenor of services varies from client to client

5.3.3 BUSINESS STRATEGY OF THE MODARABA


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The Sponsors are engaged in business of selling and servicing of Gas Engines, Diesel Engines, Construction Equipment, Fork lifters, Compressors, Air conditioners and Solar Equipment along with their spare parts in Pakistan and possess vast experience and expertise in operating and maintaining the equipment through its associated company Orient Energy Systems (Pvt.) Limited (“OES”)

The Modaraba will take advantage of this existing infrastructure and concentrate on Ijara of engines and equipment supplied and maintained by OES. The Modaraba will purchase the existing rental fleet of OES. The net realizable value of assets amounting PKR 400 million, inclusive of sales tax, has been determined by M/s. Joseph Lobo (Pvt.) Limited, a firm of Professional Valuers and Surveyors approved by SECP. The Modaraba may also engage in Ijara activities for equipment other than supplied by OES.

The Modaraba will engage in Ijara of Capital Equipment for periods varying from one hour to days, weeks, months or even years. Purpose is to give one window solution to customers by providing them equipment on rental basis along with maintenance and operations. Additional equipment will be acquired and added according to the needs of the Modaraba’s Ijara customers. These assets will be acquired not for the purposes of trading but for productive deployment over a major part of their finite lives. Any disposal of these assets after their useful lives shall be incidental to the main business of Equipment Ijara. The Modaraba shall also engage in the Operation & Maintenance contracts for the equipment owned by its clients against a service fee. The Sponsors will not conduct any rental, operation and maintenance business once the Modaraba is formed to avoid any conflict of interest.

The business of true operating lease is different in many ways from that of financial lease. The product is different and so are the dynamics and the rules of the market. The degree of standardization perfected and practiced in financial lease cannot be applied in Operating Lease. Here each case has to be dealt on its own merit and any standard rule cannot be applied because of the diversified nature of one case from other. Broadly speaking operating lease products can be classified as under:

Generator rental

Distribution fleet

Prime-mover cum trailer on lease

Heavy and office equipment rental

Other equipment

Under the operating lease the following are some of impediments which need to be kept in mind while forming a business plan and strategies:

Choice of asset manager

Residual value risks (secondary market existence)

Support from Original Equipment Manufacturer/Vendor


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Additional cost at top overhauling and major overhauling

Idle time for the assets

Financial cost

Legal constraints

Market knowledge and experience

5.3.4 MARKETING METHODOLOGY

Marketing methodology is different in rental business than normal finance lease. For example, in financial lease, the contact persons are mostly professionals from finance who understand leasing and are aware of various documentation requirements before disbursement of fund. In operating lease the company deals with different set of people whose priorities are different, who work under different kind of pressures, They are mostly from engineering / procurement / administration background and at times not fully conversant with financial terminologies. Site personnel are guided by deadlines to complete a particular job, take decisions on job sites; if he has an emergency in hand he will pay higher rent to get a particular set of equipment. Once the emergency is over the rental value for the same equipment is lowered substantially.

5.3.5 RENTAL TERM

Rental terms are generally agreed for one hour to days, weeks, months or even years depending upon business needs. The longer term contracts get relatively lower rents but increases deployment and reduces idle period. There are other variations as well; the assets can be rented on continuous running basis or on a standby basis, the rentals would vary on usage of equipment.

5.3.6 RENTAL PAYMENT

The billing is generally done at the end of month based on number of hour’s usage of equipment or the kind of arrangements discussed above. In case of medium to long term rental the rentals come at intervals agreed in the contract which could be weekly, fortnightly or monthly.

5.3.7 DOCUMENTATION

Documentation in rental business is relatively simple. The agreements and other documents used in financial lease are lengthy since they are prepared with a different objective. In Ijara business primarily rental period of contract is short and control and operation of the assets are with the Modaraba.

5.3.8 ADVANTAGES OF EQUIPMENT RENTAL

Business Process Outsourcing (BPO) is a common tool of today’s business. Companies are keen to hire professional organization to perform tasks which are very imperative for its business but not related to core activities of the company. These tasks require special skills and competence which is not feasible for the company to develop and maintain in-house.

In addition, equipment rental is beneficial to the companies for following reasons:


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• No Capital investment is required. • Investment in HR resources is not required. • Immediate availability of required equipment. • Hedging from technological obsolescence. • Availability of tailor made packages. • Single window solution. • Facility of BOT in mega projects.

5.3.9 MARKET SIZE

There is huge potential of equipment rental in Pakistan. Currently only few companies are operating with complete range of equipment and service facilities. The upcoming construction and infrastructure projects and power houses requirement would create ample opportunities for rental business particularly rental of power generation equipment which is the prime focus of EMAN. Pakistan Electric Power Company (PEPCO) has stated the total shortfall of electricity in Country is 6,000 megawatts. According to PEPCO the total power generation is 14,000 megawatts‚ while the total natural demand excluding Karachi is 20,000 megawatts. The market has great potential for projects that can feed the ever growing need of electricity. EMAN’s decision to move towards power generation on rental will assist in alleviating the energy crisis. The massive experience it has in this area will be beneficial towards breaking new grounds in power generation. The ample demand supply gap and the massive increasing demand for power makes it a very viable investment decision for EMAN.

5.3.10 EXISTING MARKET SHARE

Orient Energy Systems (Private) Limited (“OES”) already has big foot print in the market and managing rental equipment valuing of PKR 2.2 billion.. OES is also providing operation and maintenance support to 180 customers among which 79 customers are Extensive Power Plants. The total megawatt under O&M is 254 MW and total population of Gensets is 290.

5.3.11 MARKET COMPETITION

The Modaraba may face competition from informal sector involved in the business of renting of used equipment. With the backing of EMAN the Modaraba’s competitive advantage shall stem from its technical expertise, product support infrastructure and Brand image of ORIENT. Modaraba will take distinctive measures in sustaining its market share by expanding into Construction Equipment Rentals and by participating in the infrastructure development projects initiated by the Government.

5.3.12 NON-COMPETING CLAUSE The Sponsors will not engage in any business similar to Modaraba so as to avoid competing with the business of the Modaraba.


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5.3.13 RESOURCES AND MOBILIZATION

The following are the mode of resource mobilization for the Modaraba: i. Equity participation

ii. Musharaka iii. Morabaha iv. Sukuk v. Other permissible modes approved by Religious Board In subsequent years, the Modaraba would also raise funds through approved schemes with the permission of Registrar Modaraba.

All the operations and transactions shall be in conformity with the injunctions of the Holy Quran and Sunnah and in accordance with the arrangements/instruments approved by the Religious Board from time to time The Modaraba shall not invite or raise deposit in any form from the general public without the prior written approval of the Registrar Modaraba and the Securities and Exchange Commission of Pakistan. All resource mobilization shall strictly contain ingredient of Islamic mode of finance and riba free in both form and substance as approved by the Religious Board.

5.3.14 CONFLICT OF INTEREST

i. The Modaraba shall not engage in any transaction with any person, except in connection with the normal business of the Modaraba. Such transaction or advances shall be under Islamic modes of finance.

ii. The Modaraba Company or any of its directors, officers or their relatives shall not obtain loan, advance or credit from the funds of the Modaraba or on the security of the assets of the Modaraba.

5.3.15 TRANSACTIONS WITH BENEFICIAL OWNERS OF MODARABA COMPANY

The Modaraba Company will be owned by ASJN. The directors of Modaraba Company are also the directors of ASJN and OES and will fall in the definition of ‘connected person’. ASJN and OES will extend some of the services, including but not limited to, human resource, administration, information technology etc. to the Modaraba Company and Modaraba which will help to reduce its operating costs and increase returns to the certificate holders.

5.3.16 RATIO OF CERTIFICATE HOLDERS FUNDS TO LIABILITIES

As per Part III (1) of the Prudential Regulations for Modaraba, the Modaraba shall maintain for the first two years of its operation a ratio of equity to liabilities of a maximum of 1:7 (one to seven) and thereafter this ratio may be increased up to a maximum of 1:10 (one to ten). The ratio may further be increased only after obtaining the consent of the Registrar Modaraba. 5.3.17 ACQUISITION OF CONTROLLING INTEREST


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Except as mentioned in 5.3.2, the Modaraba will not acquire controlling interest in any company or undertaking. 5.3.18 ADHERENCE TO SHARIAH IN ALL MATTERS

The Modaraba shall not enter into any business, investment or other transactions that is repugnant to the injunctions of Islam; and involves an element of Riba either directly or indirectly. 5.4 USE OF THE PROCEEDS OF THE ISSUE

The proceeds of this public issue will be used in the following manner:

Description (PKR)

Proceed of the issue 500,000,000

Utilization

Purchase of Assets from OES 400,059,000

Working Capital 99,941,000

Total 500,000,000

5.5 BRIEF HISTORY OF ORIENT ENERGY SYSTEMS RENTAL DIVISION Orient Energy Systems (Private) Limited was incorporated as a private limited Company under the Companies Ordinance, 1984 on 28 November 2007. The registered office of the Company is situated at Plot # 9, sector 24, Korangi Industrial Area, Karachi. The Company took over business of Orient Energy Systems (Partnership Firm) July 1, 2010 and the partners of the firm became the directors of the Company. The Partnership firm was formed in year 1996 by five individuals with a business objective of sales and services of generators sets and allied equipment. In March 2015, the Company went into corporate restructuring where a holding company ASJN Holdings (Pvt.) Limited (ASJN) was established with an initial paid up capital of PKR 1 billion under the Companies Ordinance, 1984 and entire shareholding of the Company was transferred to ASJN. The Company is one of the leading solution providers in the field of power generation and other industrial solution with complete product support, engineering, operation and maintenance. The principal activity of the Company is to carry on the business of sales, services and rental of generator sets, compressors, earth moving equipment and chilling plants including supply of spare parts. The total staff strength is over 2000. The Board of Directors of Orient Energy Systems have resolved in their meeting to discontinue the rental and O&M business upon the commencement of operations of the Modaraba. Currently, OES has 35 rental and 75 O&M clients with whom OES has contract for operations and maintenance of 170 generators. The combined annual revenue from these two business lines is approx. PKR 765 million. As mentioned above OES shall discontinue these businesses upon commencement of operations by the Modaraba. Furthermore, the Modaraba shall make efforts to acquire the O&M business within ninety (90) days of commencement of its operation


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5.6 MODARABA SPECIFIC RISK FACTORS

The directors wish to highlight the major factors, which may affect the profitability of the Modaraba, these are:

Changes in Taxation Policy

The success of the Modaraba, amongst other factors, is dependent upon the privilege of tax exemption by the Government, which is applicable on minimum distribution of 90% of the profit distribution to its certificate holders. If at any stage, this exemption is withdrawn by the Government, the profitability of the Modaraba may be affected.

Mitigant: The government is encouraging the promotion of Islamic financing as an alternate to conventional financing. It is unlikely that the government will withdraw tax exemption available to the Modaraba. Geo-Political Risk The political risk remains the single largest unmitigated risk factor. Any political unrest could undermine the government’s efforts to restore investors’ confidence. At the same time, competition for the available business is going to put pressure on business growth, margins and profits. Mitigant: Pakistan at present is an energy deficient country with major industries facing shortfall of energy. Demand for power generation will continue to exist which will be beneficial for the business of the Company. Credit Risk

Modarabas are exposed to inherent default risks in the business of Ijarah. The Modaraba is carrying significant risks in terms of default in rental payments by lessee and other risks such as non-possession of leased asset, misuse or abuse by lessee, accidents, theft, and breakdown. Mitigant: The major risk i.e. defaults by lessee and inability to recover outstanding rentals and amounts due from the customers shall be guarded against by judicious selection of the lessee and the leased asset after detailed critical analysis and appraisal. However, the most of the risks as described above are provided for against by Takaful and adequate supervision. The concentration risks in particular product or sector shall be safeguarded through diversification of lease portfolio. Shariah Risk Shariah non-compliance risk is the risk that arises from Modaraba’s failure to comply with the Shariah rules and principles prescribed by Shariah Advisor. Shariah compliance is critical to Modaraba’s operations and such Compliance requirements must permeate throughout the organization and its activities. In this regard, Shariah compliance is considered as falling within a higher priority category in relation to other identified risks. Mitigant: Modaraba will ensure that they comply at all times with the Shariah rules and principles as advised by the Shariah Advisor as well as SECP, with respect to its business activities. This means that Shariah compliance considerations are taken into account whenever the Modaraba raises funds,


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provides finance and carries out investment services. Modaraba will ensure that their contract documentation complies with Shariah rules and principles, with regard to formation, execution, termination and elements possibly affecting contract performance such as fraud, misrepresentation, duress or any other rights and obligations. Modaraba will also undertake a Shariah compliance review at least annually, performed either by a separate Shariah audit department or as part of the existing internal audit function by persons having the required knowledge and expertise for the purpose.

Market Competition

The Modaraba may face competition from other financial institutions including the banks, development financial institutions and NBFCs.

Mitigant: Modaraba’s competitive advantage stems from its technical expertise, adequate infrastructure to support transactions and quick turnaround time in providing the required financing and investment. The sponsors have expertise and experience of selling and maintaining the power gen sets, heavy equipment and machinery which provide a competitive edge for selection and maintaining the assets along with the market penetration. Economic Risk The performance of Modaraba can be affected by changes in the economic conditions. Factors such as market growth, interest rates, exchanges rates and the level of rental default could affect the earnings and assets of Modaraba.

Mitigant: The Modaraba aims to diversify its revenue steam by expanding its financial services to other mode of financing as permissible by Religious Board., Further, it also plans to mitigate the risk of changes in interest rates etc. by employing effective risk management tools. Under-Subscription Risk There is a risk that the IPO might be under-subscribed on account of lack of investors’ interest in the Modaraba sector.

Mitigant: Issue shall be fully underwritten.

Liquidity Risk Investors face possible risk of not being able to sell their certificates on the secondary market without adversely affecting the price. Mitigant: This risk is mitigated by the fact that the Modaraba’s certificates will be listed on the PSX, which will enhance the liquidity of the Modaraba’s certificates by facilitating secondary market trades.

Force Majeure

The performance of the Modaraba may be affected on account of force majeure events which are as follows:


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a) Natural events

i. Any material effect of the natural calamities including fire, earthquake etc;

ii. Explosion;

iii. Epidemic or plague;

iv. Any event or circumstance of a nature or having an effect analogous to any of the foregoing.

b) Political Events

Poor law and order situation due political uncertainty, strikes terrorism etc.

Note: It is stated that all material risk factors have been disclosed and nothing has been concealed with respect to this prospectus.

5.7 COMMENCEMENT OF BUSINESS OF THE MODARABA

The full-fledged business of the Modaraba will be started Insha Allah after the present issue and completion of necessary formalities which is expected within thirty (30) days from the date of the listing of the Modaraba.


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6 FINANCIAL INFORMATION

6.1 AUDITOR'S CERTIFICATE UNDER THE MODARABA COMPANIES AND MODARABA RULES, 1981


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45


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6.2 AUDITOR CERTIFICATE ON PAID UP MODARABA FUND


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6.3 AUDITOR CERTIFICATE ON BREAKUP VALUE OF MODARABA CERTIFICATE


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6.4 ASSET VALUATION REPORT BY INDEPENDENT SURVEYOR


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7 BOARD OF DIRECTORS AND ORGANIZATIONAL SET UP

7.1 DIRECTORS OF THE MODARABA MANAGEMENT COMPANY

The current board of directors comprises of:

Name and Address Designation Directorship in other Companies

MR. GIASSUDDIN KHAN

B 107, Block J,

North Nazimabad,

Karachi, Pakistan

(Corporate Executive)

Chief Executive / Director

Paypoint Private Limited

MAG Holding (Private) Limited

MR. JOOZER JIWA KHAN

Flat No. A-503, Saima Spring Field Apartments, Plot No. 18, Frere town 3, Karachi.


Director

(Non-Executive) Falcon-I (Private) Limited

MR. MOHAMMAD SAEED

18-B/II, Khayaban-e-Badar, Phase-V, DHA, Karachi.


Director

(Non-Executive)

Orient Energy Systems (Private) Limited

Orient Oils (Private) Limited

ASJN Holdings (Private) Limited

MR. NASIM AHMED

House No. 97/1, Street # 31, Khayaban-e-Rahat, Phase V Ext. DHA, Karachi.


Director

(Non-Executive)

Orient Energy Systems (Private) Limited

Orient Oils (Private) Limited

ASJN Holdings (Private) Limited

MR. ALI AKBAR ABDULLAH

Flat No.55 Al-Burhan Arcade, Barkat-e-Hyderi, Block-E North Nazimabad, Karachi


Director

(Non-Executive)

MAG Holding (Private) Limited

7.2 UNDERTAKING BY MODARABA AND ITS SPONSORS

The Modaraba and its sponsors undertake:

1. That neither Issuer nor its directors, sponsors or substantial shareholders have been holding the office of the directors, or have been sponsors or substantial shareholders in any company:


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(i) which had been declared defaulter by the securities exchange or futures exchange; or (ii) whose TRE Certificate has been cancelled or forfeited by the Exchange, PMEX or any other

registered stock exchange of Pakistan that existed prior to integration of stock exchanges pursuant to Integration Order number 01/2016 dated January 11, 2016 issued by the Commission due to noncompliance of any applicable rules, regulations, notices, procedures, guidelines etc. which has been de-listed by the securities exchange due to non-compliance of its regulations.

(iii) was de-listed by the Exchange due to its non-compliance of any applicable provision of PSX Regulation.

2. That none of the Sponsors, Major Shareholders, Directors or Management of the Company as well

as the Company itself or its Associated Company / Entity have been found guilty of being engaged in any fraudulent activity. The Company have made full disclosure regarding any / or all cases in relation to involvement of the person named above in any alleged fraudulent activity i.e., pending before any Court of Law / Regulatory Body / Investigation Agency in or outside of the Country.

7.3 OVERDUE LOANS

There are no overdue loans (local or foreign currency) on the Company, its directors and its sponsors. The Company, its CEO, its directors and its sponsors, under the oath, undertakes that they have no overdue payment to any financial institutions

7.4 DIVIDEND PAYOUT BY LISTED GROUP / ASSOCIATED COMPANIES

None of the group / associated company is listed on Pakistan Stock Exchange Limited.

7.5 PROFILE OF BOARD OF DIRECTORS Joozer Jiwa Khan – Director

Mr. Khan is a Fellow Member of Institute of Chartered Accountants of Pakistan and Institute of Cost and Management Accountants of Pakistan with more than 28 years of post-qualification experience of working with Non-Banking Financial Institutions, Real Estate and Franchise company, BPO in Pakistan and Saudi Arabia in various management cadres including Chief Operating Officer, Regional Manager, Company Secretary, Head of Finance and Head of Operations.

His area of specialization includes project development and management, crisis management, finance and accounts, credit and marketing, corporate and legal, treasury, HR and administration.

He has been associated with Hanco Group SA, Standard Chartered Leasing, TRG Group, Artal Group and Dolmen Group.

Muhammad Saeed - Director

Mr. Saeed is a Bachelor of Engineering in Electrical from Sindh University Engineering College, Jamshoro with having more than 30 years of working experience with engineering and power sector companies. His abilities and expertise include entrepreneurship, leader ship and product marketing.


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In year 1996, he entered into his own business relating to power sector under name and style Orient Energy Systems (OES) along with four partners with the long term objective and vision to be a market leader in power sector companies. In OES, he is responsible for sales and services of engines and parts and management of continuing relationship with customers.

He has been associated with Mehran Sugar Mills, Greaves Cotton, Sui Gas Transmission, Allied Engineering & Services and Caterpillar in Pakistan prior starting his own business.

Nasim Ahmed - Director

Mr. Ahmed is a Marine Engineer having Certificate of Competency MOT Class II from Director General Ports & Shipping Pakistan. His work experience spread over the period of more than 25 years in the field of management of cargo, container, tanker bulk carrier, and passenger ships and anchor handling vessels.

In year 1996, he entered into his own business relating to power sector under name and style Orient Energy Systems (OES) along with four partners with the long term objective and vision to be a market leader in power sector companies. In OES, he is looking after EPC contract, Engineering and management services on ships / vessel.

He has been associated with cargo companies like Gokal, NITC, Wallem, PNSC prior starting his own business.

Ali Akbar –Director

Mr. Ali Akbar Abdullah is a Fellow Member of Institute of Chartered Accountant of Pakistan having working experience of more than 20 years mainly associated with Non-Banking Financial Institutions and Modaraba in Pakistan and overseas in various management cadre including Group Financial Officer, Company Secretary, Head of Finance & Head of Internal Audit.

Mr. Abdullah hands on expertise include financial accounting, corporate affairs, taxation and mergers & acquisitions. He has been associated with Orient Energy Systems (Private) Limited, ORIX Leasing Pakistan, Saudi ORIX Leasing (KSA), Dawood Investment Bank and Standard Chartered Leasing.

7.6 PROFILE OF CHIEF EXECUTIVE – MR. GIASSUDDIN KHAN

Mr. Giassuddin Khan is an MBA from University of Hartford, Connecticut, USA and Bachelor of Engineering from NED University of Engineering & Technology having more than 25 years of working experience with Banks and Non-Banking Financial Institution in various management cadre as Head of Credit & Business Development, Head of Operating Lease and Head of E-business ORIX Leasing Pakistan Limited, Pay Point (Private) Limited and HBL.

His area of specialization includes business development of market niches and financial products, corporate and financial advisory, designing and implementation of venture strategies and credit analysis. Mr. Khan has established and developed one of the largest Equipment Rental Operation in Pakistan. He is also instrumental in advising and creating vehicle rental and logistic company in Pakistan. Mr. Khan also established and developed third party Point of Sale (POS) network across the country and introduced shared network concept.


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7.7 PROFILE OF COMPANY SECRETARY / CHIEF FINANCIAL OFFICER

Mr. Ali Akbar Abdullah is a Fellow Member of Institute of Chartered Accountant of Pakistan having working experience of more than 20 years mainly associated with Non-Banking Financial Institutions and Modaraba in Pakistan and overseas in various management cadre including Group Financial Officer, Company Secretary, Head of Finance & Head of Internal Audit.

Mr. Abdullah hands on expertise include financial accounting, corporate affairs, taxation and mergers & acquisitions. He has been associated with Orient Energy Systems (Private) Limited, ORIX Leasing Pakistan, Saudi ORIX Leasing (KSA), Dawood Investment Bank and Standard Chartered Leasing.

7.8 PROFILE OF SHARIAH ADVISOR

Mufti Ibrahim Essa is a well-known recognized Shariah Scholar in the field of Islamic Banking and Finance. Mufti Ibrahim Essa has completed his Darse Nizami (Masters in Quran and Sunnah) and Takhassus fil Ifta (Specialization in Islamic Jurisprudence) from Jamiah Darul Uloom Karachi. Currently he is working as teacher and Member of Darul Ifta Jamiah Darul – Uloom Karachi. Mufti Ibrahim Essa is also associated as Chairman Shariah Supervisory Board – Sind Bank Limited and Member Shariah Board Habib Metropolitan Bank Limited. He was associated with Ernst & Young Ford Rhodes Sidat Hyder & Co as Shariah Advisor from 2007 to 2015. He is also the Shariah Advisor of number of Islamic Financial Institutions National and International including Equitable Financial Solutions (Australia), EFU Takaful etc. A number of Charitable Institutions including The Indus Hospital, TCF, LRBT, The Hunar Foundation, etc. take Shariah advices from Mufti Sahab on their Zakat and Donation matters. Mufti Ibrahim has also written more than two thousand Fatwa on different topic.

7.9 ASSOCIATED LISTED COMPANIES

None of the group / associated company is listed on Pakistan Stock Exchange Limited.

7.10 SUBSIDIARIES AND ASSOCIATES OF THE COMPANIES UNDER SAME MANAGEMENT

S No. Name of Companies Under Common Management Relationship

1. ASJN Holdings (Private) Limited Parent company

2. Orient Energy Systems (Private) Limited Associated Company

3.. Orient Oils (Private) Limited Associated Company

7.11 ADMINISTRATION AND MANAGEMENT POLICIES

a. The Modaraba Company shall maintain a Register of Modaraba Certificate holders and only certificate holders registered in the said Register shall be deemed to be owners thereof.

b. The Modaraba Company shall keep separate books of accounts relating to its own income and expenditure and to income and expenditure of and connected with the Modaraba or other Modarabas. The said books of accounts shall be open to inspection by the directors and auditors of


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the Modaraba Company and the auditors of the Modarabas.

c. The Modaraba Company shall, within two months of the end of first half of the financial year, prepare and submit the financial position of the Modaraba whether audited or otherwise, besides any other statements or information that the board of the Modaraba Company may like to include, to the Registrar Modarabas and to all registered certificate holders.

d. Within three months of the close of the accounting year of the Modaraba, the Modaraba Company shall prepare and circulate to the holders of Modaraba certificates:

i. the annual balance sheet and profit and loss account;

ii. a report of the auditors on the balance sheet and profit and loss account;

iii. a report by the Modaraba Company on the activities and business prospects of the Modaraba and the profits for distribution to the certificate holders;

iv. any other statement or information as required under the Code of Corporate Governance and/or Listing Regulations; and

v. any other statement or information that the Board of the Modaraba Company may like to include.

e. Auditors of the Modaraba Company and the Modaraba

Shekha & Mufti, Chartered Accountants are the auditors of the Modaraba Management Company. BDO Ebrahim & Co Chartered Accountants have given their consent to act as auditors of the Modaraba. After the floatation of Orient Rental Modaraba, the management company will be required to submit application for appointment of statutory auditors in terms of section 15 of the Modaraba Ordinance, 1980 read with rule 19 of the Modaraba Rules, 1981 for approval of the Registrar Modaraba. The accounting record of Orient Rental Modaraba & EMAN will be kept on the basis of fiscal year ending on the last day of June in each financial year.

f. Remuneration of the Modaraba Company:

The Modaraba Company will provide management services and be entitled to the share of its profit as Modarib not exceeding 10% per annum of the net annual profit of the Modaraba. The net profit shown in the annual audited profit & loss account of the Modaraba shall form the basis for calculating the management fee.

The Modaraba Company shall be authorized to do all other acts which in its opinion may be necessary to promote the interest of the Certificate holders based on investment climate in Pakistan and elsewhere and the condition of the capital market and as may be warranted by commercial consideration in accordance with the provisions of the Modaraba Ordinance, 1980, Modaraba Rules, 1981 and Prudential Regulations for Modaraba.

7.12 SAFE GUARDS AND INVESTMENT POLICY


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7.12.1 The Modaraba safeguards provide a framework to ensure that:

i. All the business dealings, transactions and conduct at all times conform to Shariah.

ii. Reasonable financial and business prudence will be observed in investments, resource mobilization and financial advisory services.

iii. Risks are managed on sound professional basis.

iv. Business transactions shall be conducted in accordance with the applicable laws and regulations in Pakistan but no transactions will be entered into which are in any manner in conflict with injunctions of Islam.

v. The Modaraba shall not enter into any business transaction with any person, except in connection with the normal business of the Modaraba.

vi. Management controls and safeguards are built in the investment and business process.

vii. All the Modaraba activities and transactions shall be in conformity with the rules and regulations issued by the Registrar Modarabas, the SECP and/or any other relevant authority from time to time.

viii. In order to ensure adherence with Shari’ah in all its business transactions, the Modaraba has appointed a Shari’ah Advisor in compliance with the Shari’ah Compliance and Shari’ah Audit Mechanism for Modarabas, issued by the Registrar Modaraba.

ix. None of the types of business contemplated herein shall include directly or indirectly an element of 'Riba' and no business or transaction shall in any way be in violation to the injunction of Islam. Before undertaking any such business as contemplated herein the precise nature of the business as well as the arrangements and instruments through which the business will be undertaken shall be supplied and submitted to the Religious Board for its

approval.

7.12.2 GENERAL

i. The directors of the Modaraba Company shall exercise strict vigilance over the business of the Modaraba. All decisions will be made on sound business principles and based on the best possible advice.

ii. Suitably qualified and experienced personnel for the Modaraba will be engaged by the Modaraba Company who will bring with them knowledge and expertise in credit assessment and marketing.

iii. Business and investment decisions shall be judiciously based on thorough analysis and studies, scope of future prospects in the light of cash flow, market, operations, business projections and environment considerations, as well as the management of enterprise.

iv. In making financial investments the risks will be minimized through diversification of the portfolio.

v. A separate bank account will be maintained by the Modaraba Company in respect of the


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Modaraba. This will be operated by authorized directors and officers of the Modaraba Company.

vi. Collection accounts for subscription towards the Modaraba certificates will be operated jointly by two authorized directors/officers of the Modaraba Company.

vii. Business transactions shall be conducted in accordance with the applicable laws and regulations in Pakistan but no transactions will be entered into which are in any manner in conflict with injunctions of Islam.

7.12.3 COMPLIANCE WITH PRUDENTIAL REGULATIONS The chief executive and directors of the Modaraba Company will ensure that the business transactions undertaken by the Modaraba are in compliance with the Prudential Regulations for Modaraba (as amended from time to time) issued by the SECP.

7.12.4 COMPLIANCE WITH CODE OF CORPORATE GOVERNANCE

The Modaraba will ensure compliance of all the requirements applicable to it under the “Code of Corporate Governance” (CCG) immediately upon listing on the Pakistan Stock Exchange Limited. Furthermore, the Management Company will also ensure that at least half of the Board of Directors have fulfilled the requirement of director’s training by June 2018 as required under the PSX regulation.

In addition, as per the requirement of codes of corporate governance of PSX, the Management Company will also ensure formation of Audit committee and Human Resource committee before listing on PSX.

7.13 INTEREST OF THE MODARABA COMPANY, ASSOCIATED CONCERNS ITS DIRECTORS AND OFFICERS The Modaraba Company is interested to the extent of its capital investment in the Modaraba, in management fee to the extent of 10% of the net annual profits of the Modaraba and reimbursement of expenses incurred by it on behalf of the Modaraba. The directors may also be deemed to be interested in the dividends payable on certificates of Orient Rental Modaraba that may be acquired by them.

The chief executive or directors appointed to work as full time in the management committee of the Modaraba will be paid remuneration according to the terms of their appointment. No other directors, except for other executive directors working full or part time in the Modaraba Company, shall be entitled to a monthly remuneration. However, all other directors will be entitled to the fees payable for attending meeting of the board of directors. All such payments shall be made by the Modaraba Company.

7.14 BENEFITS TO PROMOTORS AND OFFICERS

No amount or benefit has been paid or given or is intended to be paid or given to any promoter, director or to any officer of the Modaraba Company from the funds of Modaraba.

7.15 SUBSIDIARY COMPANIES

The Modaraba has no subsidiary company.


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7.16 INVESTMENT IN ASSOCIATED COMPANIES

Since, the Modaraba has not yet commenced commercial operations, there is no investment of the Modaraba in any of its associated companies. 7.17 PENAL PROVISIONS

The provisions of section 31 and 32 of the Modaraba Ordinance shall ipso facto apply to the Modaraba Management Company, its chief executive and directors for contravening the contents of this Prospectus.


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8 MISCELLANEOUS

NAME OF MODARABA ORIENT RENTAL MODARABA

PRINCIPAL PLACE OF BUSINESS Plot No. 9, Sector – 24, Korangi Industrial Area, Karachi, Office Tel: 111-507-507

MODARABA COMPANY & ITS REGISTERED OFFICE

EMAN Management (Private) Limited, Plot No. 9, Sector 24, Korangi Industrial Area. Karachi, Pakistan. Office Tel: 021-34529768

BANKER TO MODARABA MCB Islamic Bank

BANKER TO THE MODARABA MANAGEMENT COMPANY

Bank Islami Pakistan Limited

BANKERS TO THE ISSUE Al Baraka Bank Pakistan Limited Allied Bank Limited Askari Bank Limited Bank Alfalah Limited Dubai Islamic Bank Pakistan Limited Faysal Bank Limited Habib Metropolitan Bank Limited Meezan Bank Limited Summit Bank Limited United Bank Limited

AUDITORS TO THE MODARABA MANAGEMENT COMPANY

Shekha & Mufti, Chartered Accountants

AUDITORS TO THE MODARABA BDO Ebrahim & Co., Chartered Accountants

LEGAL ADVISOR OF MODARABA COMPANY Syed Hashim Lodhi

CONSULTANT TO THE ISSUE Arif Habib Limited

COMPUTER BALLOTTERS AND SHARES REGISTRAR

Central Depository Company of Pakistan Limited 99-B, Block B, S.M.C.H.S Main Shahrah-e-Faisal Karachi

UNDERWRITERS MCB Bank Limited Arif Habib Limited Bank Islami Pakistan Limited

8.1 MATERIAL CONTRACTS

Asset Transfer Agreement Assets Sale/Purchase agreement between Orient Energy Systems (Pvt.) Limited and Orient Rental Modaraba managed by Eman Management (Pvt.) Limited dated 18th day of March 2017 for the purchase of certain assets owned by Orient Energy Systems (Pvt.) Limited


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The following are particulars of equipment to be purchased from Orient Energy Systems (Pvt.) Limited, Plot 9, Sector 24, Korangi Industrial Area, Karachi-74200 from the proceeds of this issue:

Make/Description Type Operating Hrs

Qty Model YOM KVA/ Capacity

Eng Sr. No

Cost

Cummins Power Generation

Diesel 3,674 1 C1400D5

2014 1,250 25398190

28,000,000


Diesel 932 1 C1400D5

2014 1,250 25400733

28,000,000


Diesel 2,189 1 C1400D5

2014 1,250 33200590

28,000,000


Diesel 1,149 1 C1400D5

2014 1,250 25403297

28,000,000


Diesel 741 1 C1400D5

2014 1,250 25403174

28,000,000

Hyundai HFO 319 1 9H25/33

2014 2,625 BF1948-2

65,210,000


2014 2,625 BF1948-3

65,210,000


2014 2,625 BF1948-4

65,210,000

GE Jenbacher Gas 4,765 1 JGS320

2014 1,330 1120830

30,260,000

Lingo Load Bank - 1 LGFZH6.6-3300

2014 4,087 14061 3,680,000

PEL Transformer - 1 - 1999 3,000 80643 1,680,000

Wuxi Power Transformer - 1 OS11-2600/11

2016 2,600 16285-1

2,500,000

Wuxi Power Transformer - 1 OS11-2600/11

2016 2,600 16285-2

2,500,000

Wuxi Power Transformer - 1 - 2016 2,800 0003 2,660,000

VCB Panels Auxiliary Equipment

- 3 - 2016 - - 1,860,000

Control Panels Auxiliary Equipment

- 3 - 2016 - - 930,000

MCC panels Auxiliary Equipment

- 3 - 2016 - - 750,000

HFO Purifier Auxiliary Equipment

- 2 - 2016 - - 2,540,000

LO Purifier Auxiliary Equipment

- 2 - 2016 - - 1,560,000

Booster Auxiliary Equipment

- 1 - 2016 - - 1,270,000

Compressor Auxiliary Equipment

- 2 - 2016 - - 2,120,000

Power Cables (Various)

Auxiliary Equipment

- 1 - 2016 - - 6,620,000


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Piping (Various) Auxiliary Equipment

- 1 - 2016 - - 3,499,000

Total 400,059,000

The above mentioned amount is based on the independent valuation of assets by the valuator nominated by the Registrars of Modaraba and include no figure of goodwill. Orient Energy Systems (Pvt.) Limited is an associated company of the Orient Rental Modaraba. The transaction assets purchase take place on an arms-length basis as per the valuation of independent surveyor.

Underwriting Agreements

Underwriting Agreement for the present issue of PKR 150,000,000 (Rupees One Hundred Fifty Million) have been entered into between the Modaraba Company and Underwriters as under:

Name of Underwriters No. of Certificates Amount (PKR) Date of Agreement

1 MCB Bank Limited 3,750,000 37,500,000 July 14, 2017

2 Arif Habib Limited 3,750,000 37,500,000 July 14, 2017

3 Bank Islami Pakistan Limited

7,500,000 75,000,000 July 14, 2017

Total 15,000,000 150,000,000

8.2 CERTIFICATE FROM AUDITOR OF MODARABA

Certificate from the auditor of the Modaraba will be provided confirming that the proceeds raised from IPO have been utilized as per the Principal Purpose of the Issue within 30 days of the listing of the Modaraba.

8.3 INSPECTION OF DOCUMENTS AND CONTRACTS

Copies of Memorandum and Articles of Association of the Management Company, the Registration Certificate, the Religious Board Certificate, Registrar’s Authorization to float the Modaraba, the Auditors Certificates, copies of the agreements referred to in this prospectus may be inspected during the usual business hours on any working day at the Registered Office of the Management Company from the date of publication of this prospectus till the closing of the subscription list.

8.4 CERTIFICATE OF RELIGIOUS BOARD

The Religious Board constituted under Section 9 of the Modaraba Ordinance has certified in writing that the business proposed to be undertaken by Orient Rental Modaraba as per the draft prospectus submitted by Orient Rental Modaraba Management Limited is not opposed to the injunctions of Islam. The Registrar Modaraba after obtaining the Certificate from Religious Board had issued Modaraba Authorization Certificate with certain conditions as defined in para 1.7 of this prospectus.


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8.5 FULFILLMENT OF THE REQUIREMENTS OF VARIOUS CLAUSES OF FOURTH SCHEDULE OF THE

MODARABA COMPANIES AND MODARABA RULES, 1981

It is hereby stated that under clause 18 of the fourth Schedule of the Modaraba Rules, no certificate has been issued or agreed to be issued by the Modaraba, otherwise than in cash. As required under Clause 19, 20 &26 of the said schedule, it is clarified that no property has so far been purchased or is proposed to be purchased or required and that no business has so far been carried out by the Modaraba. It is also confirmed that no amount has been paid or benefit given to the Modaraba Company. The requirements of Clauses 21 through 25 of the Fourth Schedule under reference have been suitably dealt.

8.6 VENDORS

The Modaraba has no Vendors in term of clause 12 of Section 1 of the Second Schedule of the Companies Act, 2017.

8.7 FINANCIAL YEAR

Financial year of the Orient Rental Modaraba will be from July 01 to June 30.

8.8 MEMORANDUM OF ASSOCIATION

The Memorandum of Association, inter alia, contains the objects for which the Management Company was incorporated and the business which the Management Company is authorized to undertake. A copy of the Memorandum of Association is annexed to this Prospectus and will be attached with every issue of the Prospectus except the one that is released in newspapers as advertisement.

8.9 REVALUATION OF ASSETS

The Modaraba has not re-valued any of its assets and no such provisions have been made in the accounts.

8.10 CAPITALIZATION

The Modaraba has not capitalized any of its reserves. 36


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9 PATTERN OF MODARABA CERTIFICATE

ORIENT RENTAL MODARABA MANAGED BY EMAN MANAGEMENT COMPANY (PRIVATE) LIMITED

AUTHORIZED MODARBA FUND RS 500,000,000

Divided into 50,000,000 CERTIFICATES OF RS. 10 EACH

This is to certify that __________________ is / are the register holder(s) of ***FIVE HUNDRED*** Fully paid Modaraba Certificates of Rs. 10 each numbered as below in Orient Rental Modaraba subject to the terms of the prospectus Father’s / Husband’s Name Address

Folio No. Certificate No. Distinctive numbers From - to

Number of Certificates (Inclusive)

Given under the common seal of the Company Director This day ______of _________,20

Director Note: Please note that as per the provision of the Companies Act, 2017 promulgated on May 30th, 2017, the Modaraba will have certificates in book-entry form only


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10 APPLICATION AND ALLOTMENT INSTRUCTIONS

GENERAL INSTRUCTIONS

10.1 ELIGIBLE INVESTORS INCLUDE:

a) Pakistani citizens resident in or outside Pakistan or Persons holding two nationalities including Pakistani nationality;

b) Foreign Nationals whether living in or outside Pakistan;

c) Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their constitutive documents and existing regulations, as the case may be);

d) Mutual Funds, Provident/pension/gratuity funds/trusts, (subject to the terms of the Trust Deed and existing regulations); and

e) Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

10.2 APPLICATION MUST BE MADE ON THE COMMISSION’S APPROVED APPLICATION FORM OR A

LEGIBLE PHOTOCOPY THEREOF ON A PAPER OF A4 SIZE WEIGHING ATLEAST 62 GM.

10.3 COPIES OF THE PROSPECTUS

Copies of this Prospectus and applications forms can be obtained from members of Pakistan Stock Exchange, the Bankers to the Issue and their Branches, the Lead Managers and the registered office of the company. The Prospectus and the Application Form Can also be downloaded from the following website: www.eman.com.pk, and www.arifhabibltd.com.

The applicants opting for scrip less form of certificates are required to complete the relevant sections of the application. In accordance with the provisions of the Central Depositories Act, 1997 and the CDCPL Regulations, credit of such certificates is allowed ONLY in the applicant’s own CDC account. In case of discrepancy between the information provided in the Application Form and the information already held by the CDS, the Company reserves the right to issue certificates in physical form.

10.4 NAMES AND ADDRESSES MUST BE WRITTEN IN FULL BLOCK LETTERS, IN ENGLISH, AND SHOULD

NOT BE ABBREVIATED.

10.5 ALL APPLICATIONS MUST BEAR THE NAME AND SIGNATURE CORRESPONDING WITH THAT

RECORDED WITH THE APPLICANT’S BANKER. IN CASE OF DIFFERENCE OF SIGNATURE WITH THE

BANK AND COMPUTERIZED NATIONAL IDENTITY CARD (CNIC) OR NATIONAL IDENTITY CARD FOR

OVERSEAS (NICOP) OR PASSPORT BOTH THE SIGNATURES SHOULD BE AFFIXED ON THE

APPLICATION FORM.

10.6 APPLICATIONS MADE BY INDIVIDUAL INVESTORS

i. In case of individual investors, an attested photocopy of the CNIC (in case of resident Pakistanis)/NICOP or Passport (in case of non-resident Pakistanis) as the case may be, should be

http://www.emanmanagement.com.pk/



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enclosed and the number of CNIC/NICOP/Passport should be written against the name of the applicant. Copies of these documents can be attested by any Federal/Provincial Government gazette officer, councilor, oath Commissioner or Head Master of High School or bank manager in the country of applicant’s residence.

ii. Original CNIC/NICOP/Passport, along with one attested photocopy, must be produced for verification to the Banker to the issue and the applicant’s banker (if different from the Banker to the issue) at the time of presenting an application. The attested photocopy will, after verification, be retained by the branch along with the application.

10.7 APPLICATIONS MADE BY INSTITUTIONAL INVESTORS

I. Applications made by companies, corporate bodies, mutual funds, provident/pension/gratuity funds/trusts and other legal entities must be accompanied by an attested photocopy of their memorandum and articles of association or equivalent instrument/document. Where applications are made by virtue of power of attorney, the same should also be submitted along with the application. Any federal/provincial government gazette officer, counselor, bank manager, oath Commissioner and head master of high school in the country of applicant’s residence can attest copies of such documents.

II. Attested photocopies of the documents mentioned in paragraph 10.8(i) must be produced for

verification to the Banker to the Issue and the applicant’s banker (if different from the banker to the issue) at the time of presenting the application. The attested copies, will after verification, be retained by the bank branch along with the application.

10.8 ADDITIONAL INSTRUCTIONS FOR INVESTORS

I. Only one application will be accepted against each account, however, in case of joint accounts, one application may be submitted in the name of each joint account holders.

II. Joint applications in name of more than two persons will not be accepted. In case of joint application

each applicant must sign the application form and submit attested copies of their CNICs/NICOP/Passports. the certificates will be dispatched to the person whose name appears first on the application form while in case of CDCs, it will be credited to the CDS account mentioned on the face of form and where any amount is refundable, in whole or in part, the same will be refunded by cheque or other means by post, or through the bank where the application was submitted, to the person named first on the application form, without profit, or return. Please note that application will be considered as a single application for the purpose of allotment of certificates.

III. Subscription money must be paid by cheque drawn on applicants own bank account or pay

order/bank draft/ or by transfer of funds payable/transfer to one of the Bankers to the Issue in favor of “A/C IPO OF ORIENT RENTAL MODARABA” and crossed “A/C PAYEE ONLY” .

IV. For the application made through pay order/bank draft, it would be permissible for a Banker to the

Issue to deduct the bank charges while making refund of subscription money to unsuccessful applicants through pay order/bank draft individually for each application.


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V. The applicant should have at least one bank account with any of the commercial banks. The applicants not having a bank account at all (non-account holders) are not allowed to submit application for subscription of certificates.

VI. Applications are not to be made by minors and/or persons of unsound mind.

VII. Applicants should ensure that the bank branch, to which the application is submitted, completes the relevant portion of the application form.

VIII. Applicants should retain the bottom portion of their application forms as provisional

acknowledgment of submission of their applications. This should not be construed as an acceptance of the application or a guarantee that the applicant will be allotted the number of certificates for which the application has been made.

IX. Making of any false statements in the application or willfully embodying incorrect information

therein shall make the application fictitious and the applicant or the bank shall be liable for legal action.

X. Banker to the issue is prohibited to recover any charges from the subscribers for collecting subscription applications. Hence, the applicants are advised not to pay any extra charges to the Bankers to the issue.

XI. It would be permissible for a Banker to the issue to refund subscription money to unsuccessful

applicants having an account in its bank by crediting such account instead of remitting the same by cheque, pay order or bank draft, applicants should, therefore, not fail to give their bank account numbers.

XII. Submission of false and fictitious applications is prohibited and such Application Money may be

forfeited under section 87(8) of Securities Act, 2015.

10.9 ADDITIONAL INSTRUCTIONS FOR FOREIGN/ NON RESIDENT INVESTORS

In case of foreign investors that are not individuals, applications must be accompanied with a letter on applicant’s letterhead stating the legal status of the applicant, place of incorporation and operations and line of business. A copy of Memorandum of Association or equivalent document should also be enclosed, if available. Where applications are made by virtue of Power of Attorney, the same must be lodged with the application. Copies of these documents can be attested by the Bank Manager in the country of applicant’s residence. Foreign / Non-resident investors should follow the payment instructions given in para 2.11 of this prospectus

10.10 BASIS OF ALLOTMENT

The basis and conditions of transfer of certificates to the General Public shall be as follows: a) The minimum amount of application for subscription of 500 certificates is PKR 5,000/- (Issue

Price 500 certificates) Application for certificates below the respective amounts mentioned in this paragraph shall not be entertained.


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b) Application of certificates must be made for 500 certificates or in multiple thereof only. Applications, which are neither 500 certificates nor for multiple thereof, shall be rejected.

c) Allotment/ transfer of certificates to successful applicants shall be made in accordance with the allotment criteria/ instructions disclosed in the Prospectus

d) The allotment of certificates shall be subject to scrutiny of applications in accordance with the criteria disclosed in the Prospectus and / the instructions by the SECP

e) Applications, which do not meet the above requirements, or applications which are incomplete will be rejected. The applicants are, therefore, required to fill in all the data fields in the application form.

f) The Modaraba Company will dispatch certificates to successful applicants through their Bankers to the issue or credit the respective CDS accounts of successful applicants (as the case maybe).

10.11 CODE OF BANKERS TO THE ISSUE

Code No. Bank

01. Al Baraka Bank Pakistan Limited

02 Allied Bank Limited

03. Askari Bank Limited

04. Bank Al Falah Limited

05. Dubai Islamic Bank Pakistan Limited

06. Faysal Bank Limited

07. Habib Metropolitan Bank Limited

08. Meezan Bank Limited

09. Summit Bank Limited

10. United Bank Limited

10.12 CODE OF OCCUPATIONS

Code No. Occupation Code No. Occupation

01. Business 06. Professional

02. Business Executive 07. Student

03. Service 08. Agriculturist

04. Housewife 09. Industrialist

05. Household 10. Other

10.13 NATIONALITY CODE

Code Name of Country Code Name of Country

001 U.S.A. 006 Bangladesh

002 U.K. 007 China

003 U.A.E. 008 Bahrain

004 K.S.A. 009 Other

005 Oman


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10.14 E-IPO FACILITIES

In order to facilitate the investors, the Issuer has arranged provision of e-IPO facility through United Bank Limited (“UBL”), Summit Bank Limited (“SMBL”) and Bank Alfalah Limited (“BAFL”) that are among the Bankers to the Issue.

The accountholders of UBL can use UBL net-banking to submit their applications online via link:

http://www.ubldirect.com/corporate/ebank

The accountholders of BAFL can use BAFL net-banking to submit their applications online via link:

https://ib.bankalfalah.com.pk

The accountholders of UBL, SMBL and BAFL can submit their applications through these links 24 hours a day during the subscription period which will close at 12:00 midnight on DD/MM/2017.

The Central Depository Company of Pakistan Limited (CDC) has developed an e-IPO system through which applications for subscription of shares can be submitted electronically through the internet. Investors are strongly encouraged to visit the link https://www.cdceipo.com to learn more about CDC e-IPO facility. Further, detailed process for subscribing through Centralized e-IPO and payment instructions can be accessed via link https://eipo.cdcaccess.com.pk/public/why_invest.xhtml.

In case any issue is encountered during or after the IPO subscription, investors can contact CDC call center at 0800-23275 or email at [email protected] during business hours.



https://www.cdceipo.com/

https://eipo.cdcaccess.com.pk/public/why_invest.xhtml



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11 SIGNATORIES TO THE PROSPECTUS ______________________________

Mr. Giassuddin Khan, CEO/Director _________________________ Mr. Joozer Jiwa Khan, Director

___________________________ Mr. Muhammad Saeed, Director

_______________________ Mr. Nasim Ahmed, Director __________________________ Mr. Ali Akbar Abdullah, Director

Signed by the above in the presence of:

____________________ Name: Tahir Ahmed NIC: 42101-7510052-5 Address: Plot-9 Sector-24, Korangi Industrial Area Karachi Dated: March 7, 2017 Karachi.


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12 MEMORANDUM OF ASSOCIATION OF EMAN MANAGEMENT (PRIVATE) LIMITED


71


72


73


74


75


76


77

13 MODARABA CERTIFICATE APPLICATION FORM


78

GENERAL INSTRUCTIONS

1. Eligible investors includes:

a. Pakistani citizens resident in or outside Pakistan or Persons holding two nationalities including Pakistani nationality;

b. Foreign Nationals whether living in or outside Pakistan;

c. Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their constitutive documents and existing regulations, as the case may be);

d. Mutual Funds, Provident/pension/gratuity funds/trusts, (subject to the terms of the Trust Deed and existing regulations); and

e. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

2. APPLICATION MUST BE MADE ON THE COMMISSION’S APPROVED APPLICATION FORM OR A LEGIBLE PHOTOCOPY THEREOF ON A PAPER OF A4 SIZE WEIGHING ATLEAST 62 GM.

3. Copies of the Prospectus and application form can be obtained from the TREC holders of Pakistan Stock Exchange, the Bankers to the Issue and their branches, the Consultant to the Issue and the registered office of the Company. The Prospectus and the application forms can also be downloaded from the website: www.eman.com.pk, www.arifhabibltd.com & www.psx.com.pk

4. The Applicants are required to complete the relevant sections of the application to get the share in book entry form. In accordance with provisions of the Central Depositories Act, 1997 and the CDC Regulations, credit of such Moadaraba Certificates is allowed ONLY in the applicant’s own CDC Account.

5. Name(s) and addresses must be written in full block letters, in English and should not be abbreviated.

6. All applications must bear the name and signature corresponding with that recorded with the applicant’s banker. In case of difference of signature with the bank and Computerized National Identity Card (CNIC) or National Identity Card for Overseas Pakistanis (NICOP) or Passport both the signatures should be affixed on the application form.

7. APPLICATIONS MADE BY INDIVIDUAL INVESTORS

(i) In case of individual investors, an attested photocopy of CNIC (in case of RPs)/Passport (in case of NRPs and FIs) as the case may be, should be enclosed and the number of CNIC/ Passport should be written against the name of the applicant. Copy of these documents can be attested by any Federal/Provincial Government Gazetted Officer, Councilor, Oath Commissioner or Head Master of High School or bank manager in the country of applicant’s residence.

(ii) Original CNIC/Passport, along with one attested photocopy, must be produced for verif ication to the Banker to the Issue and the applicant’s banker (if different from the Banker to the Issue) at the time of presenting the application. The attested photocopy will, after verification, be retained by the bank branch along with the application.

8. APPLICATIONS MADE BY INSTITUTIONAL INVESTORS

(i) Applications made by companies, corporate bodies, mutual funds, provident/pension/gratuity funds/trusts and other legal entit ies must be accompanied by an attested photocopy of their Memorandum and Articles of Association or equivalent instrument / document. Where applications are made by virtue of Power of Attorney, the same should also be submitted along with the application. Any Federal/Provincial Government Gazetted Officer, Councilor, Bank Manager, Oath Commissioner and Head Master of High School or bank manager in the country of applicant’s residence can attest copies of such documents.

(ii) Attested photocopies of the documents mentioned in 8(i) must be produced for verification to the Banker to the Issue and the applicant’s banker (if different from the Banker to the Issue) at the time of presenting the application. The attested copies, will after verification, be retained by the bank branch along with the application.

9. Only one application will be accepted against each applicant, however, in case of joint account, one application may be submitted in the name of each joint account holder.

10. Joint application in the name of more than two persons will not be accepted. In case of joint application each applicant must sign the application form and submit attested copies of their CNICs//Passport. The Modaraba Certificates will be credited to the CDS account mentioned on the face of the form and where any amount is refundable, in whole or in part, the same will be refunded by cheque or other means by post, or through the bank where the application was submitted, to the person named first on the application form, without interest, profit or return. Please note that joint application will be considered as a single application for the purpose of allotment of Modaraba Certificates.

11. Subscription money must be paid by check drawn on applicant’s own bank account or pay order/bank draft payable to one of the Bankers to the Issue “IPO of Orient Rental Modaraba” and crossed “A/C PAYEE ONLY”.

12. For the applications made through pay order/bank draft, it would be permissible for a Banker to the Issue to deduct the bank charges while making refund of subscription money to unsuccessful applicants through pay order/bank draft individually for each application.

13. The applicant should have at least one bank account with any of the commercial banks. Applicants not having a bank account at all (non-account holders) are not allowed to submit application for subscription of Modaraba Certificates.

14. Applications are not to be made by minors and/or persons of unsound mind.

15. Applicants should ensure that the bank branch, to which the application is submitted, completes the relevant portion of the application form.

16. Applicants should retain the bottom portion of their application forms as provisional acknowledgement of submission of their applications. This should not be construed as an acceptance of the application or a guarantee that the applicant will be allotted the number of Moadaraba Certificates for which the application has been made.

17. Making of any false statements in the application or willfully embodying incorrect information therein shall make the application fictitious and the applicant or the bank shall be liable for legal action.

18. Bankers to the Issue are prohibited to recover any charges from the subscribers for collecting subscription applications. Hence, the applicants are advised not to pay any extra charges to the Bankers to the Issue.

19. It would be permissible for a Banker to the Issue to refund subscription money to unsuccessful applicants having an account in its bank by crediting such account instead of remitting the same by cheque, pay order or bank draft. Applicants should, therefore, not fail to give their bank account numbers.

20. Submission of false and fictitious applications is an offence under section 87(7) of the Securities Act, 2015 and such applications’ money is liable to confiscation under section 87(8) of the Securities Act, 2015.

ADDITIONAL INSTRUCTIONS FOR FOREIGN / NON-RESIDENT INVESTORS

21. In case of foreign investors who are not individuals, applications must be accompanied with a letter on applicant’s letterhead stating the legal status of the applicant, place of incorporation and operations and line of business. A copy of memorandum of association or an equivalent document should also be enclosed, if available. Where applications are made by virtue of Power of Attorney, the same must be lodged with the application. Copies of these documents can be attested by the bank manager in the country of applicant’s residence.

22. Foreign / Non – resident investors should follow payment instruction given in Section 2.2.17 and 2.3.6 of the Prospectus.

BASIS OF ALLOTMENT

1. The minimum amount of application for subscription of 500 Modaraba certificates.

2. Application for Modaraba certificates must be made for 500 certificates or in multiple thereof only. Applications, which are neither for 500 certificates nor for multiple thereof, shall be rejected.

3. Allotment of Modaraba certificates to successful applicants shall be made in accordance with the allotment criteria/ instructions disclosed in the Prospectus.

4. Allotment of Modaraba certificates shall be subject to scrutiny of applications in accordance with the criteria disclosed in the Prospectus and/or the instructions by the Securities & Exchange Commission of Pakistan.

5. Applications, which do not meet the above requirements, or applications which are incomplete will be rejected. The applicants are, therefore, required to fill in all data fields in the Application Form.

6. The Company will credit the respective CDS accounts of the successful applicants.

7. BANKERS TO THE OFFER 9. OCCUPATION CODE

Code Name of Banks Code Name of Banks Code Occupation Code Occupation

01 Al Baraka Bank Limited 08 Meezan Bank Limited 01 Business 06 Professional

02 Allied Bank Limited 09 Summit Bank Limited 02 Business Executive 07 Student

03 Askari Bank Limited 10 * United Bank Limited 03 Service 08 Agriculturist

04 *Bank Alfalah Limited 04 Housewife 09 Industrialist

05 Dubai Islamic Bank Pakistan Limited 05 Household 10 Other

06 Faysal Bank Limited

07 Habib Metropolitan Bank Limited

*In order to facilitate investors, United Bank Limited “UBL”, and Bank Alfalah Limited “BAFL” are offering electronic submission of application (e-IPO) to its account holders. UBL account holders can use UBL Net banking to submit their application online via link http://www.ubldirect.com/corporate/ebank and BAFL account holders can use BAFL Net banking to submit their application online via link https://ib.bankalfalah.com.pk. Further, please note that online applications can be submitted 24 hours a day during the subscription period which will close at 12:00 midnight DD/MM/2017

The Central Depository Company of Pakistan (“CDC”) has developed a Centralized e-IPO System (“CES”) through which applications for subscription of securities offered through IPOs can be made electronically. CES can be accessed through the web link (www.cdceipo.com). CES would be connected to different entities (1Link, banks etc.) for payment of the subscription money.

8. OVERSEAS BANKERS TO THE OFFER 10. NATIONALITY CODE

Code Name of Banks Code Name of Banks Code Name of Country Code Name of Banks

01 n/a 06 n/a 001 U.S.A 006 Bangladesh

02 n/a 07 n/a 002 U.K 007 China

03 n/a 08 n/a 003 U.A.E 008 Bahrain

04 n/a 09 n/a 004 K.S.A 009 Other

05 n/a 10 n/a 005 Oman

For further queries you may contact:

Eman Management (Private) Limited: Tahir Ahmed; Phone: +92 -21-111-507-507; E-mail: [email protected], Arif Habib Limited: Mr. Ammad Tahir; Phone: +92 21 3243 3542; E-mail: [email protected]




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