RULES OF BUSINESS for BOM-VAC April 2010

RULES OF BUSINESS OF BOARD OF MANAGEMENT VALUE ADDITION CITY (VAC) KHURRIANWALA FAISALABAD

9TH April, 2010 FAISALABAD INDUSTRIAL ESTATE DEVELOPMENT & MANAGEMENT COMPNAY (FIEDMC) Making Tracks of Success
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RULES OF BUSINESS for BOM-VAC April 2010
PREAMBLE WHEREAS FAISALABAD INDUSTRIAL ESTATE DEVELOPMENT & MANAGEMENT COMPANY (FIEDMC), having its registered office at 1st Floor, FCCI Complex, East Canal Road, Canal Park, Faisalabad and registered as a non-profit organization, within the meaning of Section 42 of the Companies Ordinance, 1984 has been set up as a guarantee company having share capital to achieve orderly, planned and rapid industrialization of Faisalabad; AND WHEREAS in pursuance of Clause III sub para 6 of Memorandum of Association of FIEDMC (July 2004), Board of Management (BOM) has been appointed for Value Addition City (VAC), near Khurrianwala, Faisalabad NOW THEREFORE under Clause 57 sub para II of Articles of Association, FIEDMC, as resolved in its BOD meeting dated 5-Jan-2010 and as amended in BOD meeting of 8-Apr-10, these operational policies and procedures for proficient administration and effective management of BOM are enunciated as follows:SHORT TITLE 1. These rules may be called Rules of Business of BOM, Value Addition City (VAC), near Khurrianwala, Faisalabad INTERPRETATION 2. Unless the context otherwise requires; i. “Attorney” includes an attorney duly constituted or appointed under power of attorney or any other authority in writing; “Board of Directors” means Board of Directors (BOD) of Faisalabad Industrial Estates Development and Management Company FIEDMC; “Board of Management” (BOM) means representatives of residents/non residents of Industrial Estate appointed by BOD for a period of two years. The maximum period to serve as member of BOM shall be consecutive 4 years. The selection of members shall be based on their contribution / participation to the Industrial Estate and their names shall be recommended by President BOM in consultation with BOM including Ex- Officio members (if any), to BOD. However, any such consultation and recommendations shall not be binding on BOD;

ii.

iii.

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iv. v. “Budget” means annual budget as proposed & approved by BOM “Committee” means the body constituted and appointed by President and confirmed by BOM in order to carry out functions set therein for the Industrial Estate; “Convener of Committee” means Convener of Committee appointed by President, BOM; “Estate Administrator” means any individual appointed on contractual/permanent basis by BOM to manage administration of the industrial estate and to carry out any other functions as assigned by President; “Ex- Officio Member” means member of BOM by virtue of his office; “Federal Government” means Government of Pakistan; “Government” means Government of the Punjab; “Industrial Estate” means Value Addition City (VAC), near Khurrianwala, Faisalabad including commercial area of VAC; “Legal Advisor” means an Advocate entitled to appear before High Courts of Pakistan or Supreme Court of Pakistan and as appointed by BOM on retainership basis or otherwise ; “Local Government” means Local Government as defined in the Punjab Local Government Ordianance,2001 (XIII of 2001); “Member” means member of BOM; “Official” means an employee of BOM; “Month” means English calendar month; “Office” means the office of BOM situated within the premises of VAC; “President” means President of BOM duly nominated from time to time by BOD for a period of two years;

vi. vii.

viii. ix. x. xi. xii.

xiii.

xiv. xv. xvi. xvii. xviii.

xix. “Vice President” means Vice President of the BOM duly nominated from time to time by BOD for a period of two years. xx. “Prescribed” means as prescribed by BOD from time to time;

xxi. “Resident (s)” means the owner who is the occupier of the Industrial plot in VAC and carrying out production;
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RULES OF BUSINESS for BOM-VAC April 2010
xxii. “Non Resident (s)” means the owner of an Industrial / Commercial plot in VAC but do not meet the definition of Resident/Commercial Resident; xxiii. “Commercial Resident (s)” means the owner who is the occupier of a Commercial plot in VAC and carrying out business; xxiv. xxv. xxvi. “Rules” means the instant Rule of Business identifying Operational policies and procedures for BOM; “Seal” means the common seal of BOM; “Secretary” means any individual appointed by BOM on contractual / permanent basis to perform normal secretarial duties and to carry out any other functions as assigned by President; “User” means any individual/Organization / entity carrying on business in any form whatsoever in the Industrial Estate ; Words imparting singular number include plural number and vice versa; Words imparting masculine gender include feminine gender and vice versa; Words imparting persons include bodies, corporate and otherwise, firms, registered or un-registered associations, non-government, semi government and government organization; Words of expression in these rules except where it is repugnant to the subject or context, shall bear same meanings as in a Standard English Dictionary; “Written” and “ In writing” includes printing, lithography , type- writing, telex, facsimile (fax), electronic mail (email) and other modes of representing or reproducing words in a visible & legible form. COMPOSITION OF BOM 3. The BOM shall consist of 7 members as fixed and amended by BOD-FIEDMC from time to time, including the President, Vice President and the Members.

xxvii.

xxviii. xxix. xxx.

xxxi.

xxxii.

4. It shall comprise the following ;

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i. ii. iii. iv. v. President Vice President 3 Residents (including Faisalabad Garment City (FGCC)) 1 Commercial Resident 1 Non Resident (Industrial)

The maximum time to continuously serve as a Member of BOM shall be consecutive 4 years. FUNCTIONS OF BOM 5. Functions of BOM shall be:a. BOM to work under the umbrella of FIEDMC and President BOM to report to BOD FIEDMC whenever called for. b. BOM to be self sustained in shortest possible time. c. All matters pertaining to estate excluding issues pertaining to ownership / sale-transfer / layout of plots & estate which can only be recommended to BOD, FIEDMC d. Fixation, imposition and collection of tariff / maintenance charges & non utilization charges e. Collection of Plot Demarcation Charges and plot demarcation, Approval Fee of Engineering Drawings, assurance of implementation of construction and FIEDMC Byelaws f. Primary Areas; Facilitation to VAC residents & commercial residents in obtaining utility services, ensuring availability of utility services such as water, ensuring sufficient security measures, electronic monitoring, landscaping, general cleanliness, wear & tear of Infrastructure such as roads, water tank, pumps, entrance control, disposal station, grid station etc. g. Special issues for consideration of BOM i. ii. iii. iv. v. Commercial Area Round the clock working Labour Colonies Solid Waste Management Movement of Labour/Visitors within VAC

h. One Window Operation i. Facilitate in attaining Utility Services Connections ii. Facilitate in obtaining NOCs from concerned government department (s) as needed iii. Ensure immediate addressing of concerns/problems of VAC residents / commercial residents. PRESIDENT

FIEDMC

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6. The President shall be appointed for a period of two years by the BOD from amongst the residents. The maximum time to continuously serve as President shall be consecutive 4 years. DUTIES OF PRESIDENT 7. The president shall be responsible for day to day management and without prejudice to the generality of foregoing, shall be responsible to:a. b. c. d. e. f. g. h. i. j. k. l. m. n. o. p. Preside meetings of Board of Management. Appoint committees, when deemed necessary by the Board of Management for specific functions. Refer matters falling in the scope of BOD-FIEDMC with recommendations. Attend Meetings of BOD-FIEDMC To exercise financial powers delegated to him from time to time by BOD-FIEDMC as per financial policy approved by BOM. Ensure accountability of all tariff collection and aid/subsidy/debt given by FIEDMC Facilitate annual audit of accounts of BOM along with Stocktaking Proper administration of funds and resources of BOM Introduce mechanism to generate funds for efficient management of VAC Ensure implementation & working of one window operation Recover all charges/fees due from residents & commercial residents in prescribed manners as approved by BOM. Do all such acts, deeds and things that may be necessary or expedient for the purpose of proper planning, development and management of the industrial estate. Examine accounts, sanction contingent expenditures of estate Regulate the construction, use and maintenance of all buildings, roads and other properties of FIEDMC. Hear and deal with complaints of residents & commercial residents and staff of VAC To make, draw, endorse, sign, accept, negotiate, and give cheques, bills of lading, drafts, orders, bills of exchange, promissory notes and other negotiable instruments as may be required by and in the interest of BOM which must be countersigned by at-least one member of BOM to be nominated by BOM collectively and approved in its meeting. To pass all bills, voucher receipts due for the payment by BOM in accordance with Finance Policy. All such documents shall be presented to him by the Head of Finance duly entered in the accounts ledger and attested by concerned officials of BOM.
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q.

RULES OF BUSINESS for BOM-VAC April 2010
r. To secure fulfillment of any contract, agreement or engagement entered into by BOM by way of mortgage or charge of all or any of the properties of BOM from time to time or in such a manner as he may think fit in the interest of BOM. To appoint and to remove or suspend managers, secretaries, officers, clerks and employees either permanent or temporary, and to determine their duties and fix their salaries/emoluments and to require security in such instances and to such amount as deemed appropriate with the approval of BOM. To institute, conduct, defend or abandon any legal proceedings by or against BOM in consultation with Legal Advisor or otherwise concerning the affairs of BOM and also to compound and allow time for payment and satisfaction of any debt due and of any claim or demand by or against BOM To refer any claim or demand by or against BOM to arbitration and observe and perform the awards in consultation with the Legal Advisor; To coordinate and exercise general supervision over all activities of BOM and any other tasks as may be delegated by Board of Management. To submit before BOD, the report prepared by auditor (s) of industrial Estate; To order for the issuance of such documents as may be necessary in obtaining Utility Services or Loan facilities such as no objection certificate (NOC) / non encumbrance certificate (NEC) etc To sign vakalatnama (s), institute, conduct, defend or abandon any legal proceedings by or against BOM, in consultation with Legal Advisor or otherwise concerning affairs of BOM and to compound and allow time for payment or satisfaction of any debt due and of any claim or demand made by or against BOM; To out source any function/ task with approval of BOM; To execute any other assignment as may be delegated by BOD. President may, with the approval of Board of Management in writing, delegate such of his powers as may be considered necessary to Vice President and in his absence to any other member of BOM. VICE PRESIDENT

s.

t.

u. v. w. x.

y.

z. aa. bb.

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RULES OF BUSINESS for BOM-VAC April 2010
8. There shall be one Vice President to be appointed by BOD for a period of 2 years from amongst the residents. The maximum time to serve as Vice President of BOM shall be consecutive four years. ROLES AND RESPONSIBILITIES OF MEMBERS OF BOM 9. Members of BOM shall jointly formulate policies for implementation through President BOM including:a. Ensure implementation of rules & regulations of Government of the Punjab as applicable to Manufacturing & Service concerns within the Estate. b. Guidance to the Management of VAC c. All policy matters pertaining to BOM d. Refer matters falling in the scope of BOD-FIEDMC with recommendations e. Attend meetings of BOM whenever called for; f. Ensure accountability of all tariff collection and aid/subsidy/debt given by FIEDMC g. Annual Audit of Accounts of BOM and Stocktaking h. Introduce Mechanism to generate funds for efficient management of VAC i. Liaison with local government agencies such as Police, Fire brigade, Social Security in the interest of BOM. j. Make available 3rd party logistics k. Ensure availability of training institute and allied facilities to promote and facilitate industrialization l. Ensure working of one window operation m. Recovery of all charges/fees due from residents & commercial residents in prescribed manners and as approved by BOM. n. Do all such acts, deeds and things that may be necessary or expedient for the purpose of proper planning, development and management of the specified area. o. Consider the audit and inspection reports. p. Fix the financial limits, amount of impress money to be kept by the Administrator of the estate. q. Regulate the construction of all industrial / commercial buildings in accordance with the Construction Bylaws of FIEDMC. r. Regulate maintenance and use of FIEDMC properties within the estate. COMMITTEES 10. The President and Vice President shall be members of the following committees along with 2 residents to be appointed by President:FIEDMC Page 8 of 14

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i. a. b. c. ii. a. All payments b. c. d. Fee effecting NOC’s, NECs etc Human Resource Management & Development of BOM Officials Legal matters Administration & Estate Management Purchases/expenditures Records & documents & Office Management Out Sourcing & Collection of charges as levied by BOM HR & Finance Committee

Any other Committee (s) may be constituted subsequently, if required by the President. 11. Each committee shall be headed by Convener who shall be a resident and also member of the BOM for a term of one (01) year. They may be re-appointed. 12. The President shall assign tasks to each Committee, fulfillment of which shall be responsibility of the respective Convener. 13. Conveners shall be responsible for activities of their respective committees and the report thereof shall be submitted in every BOM meeting. 14. Each Committee shall hold at least one meeting in every calendar month and submit the minutes of such meetings to BOM within seven (07) days. In case of failure of Convener to hold meeting for three (03) consecutive months, the president shall reconstitute the Committee. MEETING (S) OF BOM 15. The first meeting of BOM shall be held not later than 30 days of its constitution. The subsequent meetings shall be held at least every two months after holding of the last meeting. 16. A meeting of BOM which shall conclude the activities & expenditures of BOM duly audited by “Auditors of BOM” appointed for the purpose shall be called “Annual Meeting of BOM” and shall be held once a year and will be chaired by CEO, FIEDMC or his
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RULES OF BUSINESS for BOM-VAC April 2010
nominee. The invitation to this effect shall be extended to CEO and COO, FIEDMC. All other meetings shall be called “Meetings of BOM”. The agenda of the meeting would at-least include appointment of Auditors for next fiscal year, budget, overview of the concluding year and plans for the next fiscal year. 17. All meetings shall be chaired by the President. In the absence of President, the meeting shall be chaired by Vice President or by any member of BOM mutually consented within the house/among the members present in the meeting.

18. At least three (03) members present in person shall be quorum of the meeting. The agenda & notice of meeting shall be provided to the members at least five (05) business days prior to date of meeting. 19. The attendance of members in meeting (s) of BOM is mandatory. Any member absenting from three (03) consecutives meetings without obtaining leave from President shall stand terminated from his membership unless any plausible reason is provided thereof. Any vacancy arising out of such situation shall not affect the meetings and decisions made therein. 20. The BOM may call any special meeting on requisition of at least 2 members. Any such requisition shall specify the objects of meeting and shall be signed by the makers and deposited with President BOM. The business of such meeting shall be confined to the purposes specified in the requisition. 21. If President BOM does not proceed to cause a meeting to be held within 4 weeks from the date of requisition being deposited, the makers or majority of them may forward the duly signed requisition for consideration of BOD-FIEDMC. Such requisition shall also state as to why convening of meeting is necessary. 22. Any meeting convened through requisition shall be convened in the same manner, as nearly as possible, in which a regular meeting of BOM is convened. 23. In case, an emergent meeting is required due to extra ordinary circumstances, the President can call a meeting. The notice of any such meeting shall be sent along with the agenda and any such meeting shall be confined to that only;
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24. The minutes of every meeting of BOM shall be submitted to BOD within fifteen (15) days of holding of such meeting. ACCOUNTS 25. The BOM shall cause to keep proper books of accounts which shall be kept at the office of BOM and shall be open for inspection by members of BOM during business hours.

26. BOM, shall from time to time, determine whether and to what extent and at what time and places and under what conditions or regulations, the accounts and books or papers or any of them shall be open to the inspection of Resident (s) & Commercial Residents. 27. BOM shall approve accounts and balance report/present the same to BOD-FIEDMC. AUDIT 28. The appointment and duties of the auditor(s) shall be regulated under instructions of BOD. sheets and

29. BOM at its first meeting shall appoint auditor(s) being chartered accountant(s) to hold office for a period of one year and the following provisions shall have effect:i. A member of BOD/BOM or an officer of FIEDMC or a partner of a person in the employment of such member of BOD/BOM or officer or any person, indebted to FIEDMC shall not be appointed as an auditor; If any person after being appointed as an auditor becomes indebted to FIEDMC, his appointment shall there upon be terminated; The retiring auditor (s) shall be eligible for re-appointment; Remunerations of the auditor (s) shall be fixed by BOM in its meeting; The auditor(s) of Industrial Estate shall have right of access at all times to books, assets, accounts , and vouchers of BOM or any such information and explanation as may be necessary for performance of duties of the auditor(s).
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ii.

iii. iv. v.

RULES OF BUSINESS for BOM-VAC April 2010
vi. The auditor (s) shall be entitled to receive notice of and to attend meetings of BOM whenever their presence is required by BOM. Every account when audited and approved by BOM in its meeting shall be conclusive except as regards any error discovered therein within three months after the approval thereof. In case of any error discovered within the said period, the accounts shall be corrected forthwith and deemed to be conclusive. The Chief Financial Officer/Chief Accountant/Manager Accounts of FIEDMC would also act as internal auditor of BOM and would conduct a quarterly audit and report its finding to President BOM with a copy to CEO, FIEDMC. CEO may advise President BOM for necessary actions in the interest of FIEDMC & BOM.

vii.

viii.

30. The Manager Accounts/auditors or any other person so appointed shall prepare the income Tax Returns on behalf of BOM and submit to Income Tax authorities and ensure payment thereof. NOTICE 31. A notice may be given by Secretary to any member either personally or by fax sent by post at his registered address, through facsimile or electronic mail (email). The service of notice shall be affected by properly addressing, pre-paying and posting a letter containing notice and unless contrary is proved, it shall be deemed to have been affected at the time when the letter would be delivered in ordinary course of post. Notice of every meeting of BOM shall also be given in the manner described supra to every member. DUTIES AND FUNCTIONS SECRETARY 32. The Secretary shall be responsible for the following. i. ii. iii. iv. He shall report to the President Perform secretarial, administrative and other duties ordinarily executed by a Secretary of an organization; Ensure implementation of FIEDMC Byelaws and recommend to President BOM for actions therein; Attend meeting (s) of BOM in order to ensure that the legal requirement are fulfilled and provide such information as may be necessary;
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v. vi. vii. To prepare, in consultation with the president, the agenda and other documents for the meetings; To recommend to the BOM an annual expenditure budget of BOM. To carry out matters concerning the issue of allotment and transfer of plots and conducting the appropriate activities connected therewith as approved by BOD-FIEDMC.

viii. To be present at all meetings of BOM and make available the minute books, copy of Memorandum and Articles of FIEDMC , copy of the rules and either a book or sheets of paper on which each member shall be requested to sign his name on entering the meeting place; ix. To ensure that BOM properties and interests are adequately insured and deal with all insurance matters arising there from under the guidance of President; To ensure custody and administration of BOM property investment, other investments, patent, trade marks and trade agreements; To work closely with the Estate Administrator, VAC and assure proper working harmony between the working and policies instituted by BOM; xii. To advise on behalf of BOM on the insurance scheme etc. for the senior staff and administer them; xiii. To ensure that official returns, statistics, accounts etc. are duly completed and submitted; xiv. To undertake formalities that may arise from labour enactments involving employer’s liability with the help of Estate Administrator and in consultation with the Legal Advisor, if necessary; xv. To maintain books and registers such as register of mortgages and charges, minutes books of meetings as well as subsidiary books like register of powers of attorney, register of sundry doc, seal book, allotment list etc xvi. Any other task or responsibility as assigned by President BOM. ESTATE ADMINISTRATOR 33. i. ii. iii. The Estate Administrator shall be responsible for the following: To maintain discipline in VAC. To look after all security matters. To keep all the vehicles in the running condition.
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x.

xi.

RULES OF BUSINESS for BOM-VAC April 2010
iv. v. a. b. c. d. e. f. vi. vii. viii. ix. x. xi. xii. xiii. xiv. xv. xvi. 34. Ensure the availability of all utilities/services which fall in the responsibility of BOM. Close liaison with the following to facilitate/implement One Window Operation:FESCO-WAPDA, Telephone Exchange, SNGPL Police Station Jhumra & Khurrianwala Tube well Operator on Rakh Branch Fire Brigade, Social Security, EOBI, Civil Defense Labour department Others as per requirement

To maintain beautification of VAC. To maintain record of VAC Assets. To provide utility services to factories. To maintain record of expenses of VAC. Ensure construction of factories to be constructed as per Bye Laws of FIEDMC. To maintain cleanliness in VAC. To arrange BOM Meetings. To exercise traffic control from VAC Main Gate. To supervise collection of tariff from residents & commercial residents. To get faults rectified from contractors under maintenance period. Any other task or responsibility as assigned by President BOM. AMENDMENT

These Rules may be amended, modified, substituted, alerted or replaced by BOD-FIEDMC on recommendations of BOM.

Signed:

COMPANY SECRETARY FAISALABAD INDUSTRIAL ESTATE DEVELOPMENT AND MANAGMNET COMPANY (FIEDMC) Date: 9th April, 2010

FIEDMC

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