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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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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;

ii. “Board of Directors” means Board of Directors (BOD) of


Faisalabad Industrial Estates Development and
Management Company FIEDMC;

iii. “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;

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iv. “Budget” means annual budget as proposed & approved by


BOM

v. “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;

vi. “Convener of Committee” means Convener of Committee


appointed by President, BOM;

vii. “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;

viii. “Ex- Officio Member” means member of BOM by virtue of his


office;

ix. “Federal Government” means Government of Pakistan;

x. “Government” means Government of the Punjab;

xi. “Industrial Estate” means Value Addition City (VAC), near


Khurrianwala, Faisalabad including commercial area of VAC;

xii. “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 ;

xiii. “Local Government” means Local Government as defined in


the Punjab Local Government Ordianance,2001 (XIII of
2001);

xiv. “Member” means member of BOM;

xv. “Official” means an employee of BOM;

xvi. “Month” means English calendar month;

xvii. “Office” means the office of BOM situated within the


premises of VAC;

xviii. “President” means President of BOM duly nominated from


time to time by BOD for a period of two years;

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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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. “Rules” means the instant Rule of Business identifying


Operational policies and procedures for BOM;

xxv. “Seal” means the common seal of BOM;

xxvi. “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;

xxvii. “User” means any individual/Organization / entity carrying


on business in any form whatsoever in the Industrial
Estate ;

xxviii. Words imparting singular number include plural number


and vice versa;

xxix. Words imparting masculine gender include feminine gender


and vice versa;

xxx. Words imparting persons include bodies, corporate and


otherwise, firms, registered or un-registered associations,
non-government, semi government and government
organization;
xxxi. 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;

xxxii. “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.

4. It shall comprise the following ;

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i. President

ii. Vice President

iii. 3 Residents (including Faisalabad Garment City (FGCC))

iv. 1 Commercial Resident

v. 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. Commercial Area
ii. Round the clock working
iii. Labour Colonies
iv. Solid Waste Management
v. 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

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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. Preside meetings of Board of Management.


b. Appoint committees, when deemed necessary by the Board
of Management for specific functions.
c. Refer matters falling in the scope of BOD-FIEDMC with
recommendations.
d. Attend Meetings of BOD-FIEDMC
e. To exercise financial powers delegated to him from time to
time by BOD-FIEDMC as per financial policy approved by
BOM.
f. Ensure accountability of all tariff collection and
aid/subsidy/debt given by FIEDMC
g. Facilitate annual audit of accounts of BOM along with
Stocktaking
h. Proper administration of funds and resources of BOM
i. Introduce mechanism to generate funds for efficient
management of VAC
j. Ensure implementation & working of one window operation
k. Recover all charges/fees due from residents & commercial
residents in prescribed manners as approved by BOM.
l. 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.
m. Examine accounts, sanction contingent expenditures of
estate
n. Regulate the construction, use and maintenance of all
buildings, roads and other properties of FIEDMC.
o. Hear and deal with complaints of residents & commercial
residents and staff of VAC
p. 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.
q. 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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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.
s. 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.
t. 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
u. To refer any claim or demand by or against BOM to
arbitration and observe and perform the awards in
consultation with the Legal Advisor;
v. To coordinate and exercise general supervision over all
activities of BOM and any other tasks as may be delegated
by Board of Management.
w. To submit before BOD, the report prepared by auditor (s) of
industrial Estate;

x. 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
y. 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;

z. To out source any function/ task with approval of BOM;

aa. To execute any other assignment as may be delegated by


BOD.

bb. 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

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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:-

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i. Administration & Estate Management

a. Purchases/expenditures

b. Records & documents & Office Management

c. Out Sourcing & Collection of charges as levied by BOM

ii. HR & Finance Committee

a. All payments

b. Fee effecting NOC’s, NECs etc

c. Human Resource Management & Development of BOM


Officials

d. Legal matters

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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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 sheets and


report/present the same to BOD-FIEDMC.

AUDIT
28. The appointment and duties of the auditor(s) shall be regulated
under instructions of BOD.

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;

ii. If any person after being appointed as an auditor becomes


indebted to FIEDMC, his appointment shall there upon be
terminated;

iii. The retiring auditor (s) shall be eligible for re-appointment;

iv. Remunerations of the auditor (s) shall be fixed by BOM in its


meeting;

v. 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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vi. The auditor (s) shall be entitled to receive notice of and to


attend meetings of BOM whenever their presence is
required by BOM.

vii. 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.

viii. 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.

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. He shall report to the President

ii. Perform secretarial, administrative and other duties


ordinarily executed by a Secretary of an organization;

iii. Ensure implementation of FIEDMC Byelaws and recommend


to President BOM for actions therein;

iv. 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. To prepare, in consultation with the president, the agenda


and other documents for the meetings;

vi. To recommend to the BOM an annual expenditure budget of


BOM.

vii. 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;

x. To ensure custody and administration of BOM property


investment, other investments, patent, trade marks and
trade agreements;

xi. 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. The Estate Administrator shall be responsible for the following:
i. To maintain discipline in VAC.
ii. To look after all security matters.
iii. To keep all the vehicles in the running condition.
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iv. Ensure the availability of all utilities/services which fall in the


responsibility of BOM.
v. Close liaison with the following to facilitate/implement One
Window Operation:-

a. FESCO-WAPDA, Telephone Exchange, SNGPL


b. Police Station Jhumra & Khurrianwala
c. Tube well Operator on Rakh Branch
d. Fire Brigade, Social Security, EOBI, Civil Defense
e. Labour department
f. Others as per requirement
vi. To maintain beautification of VAC.
vii. To maintain record of VAC Assets.
viii. To provide utility services to factories.
ix. To maintain record of expenses of VAC.
x. Ensure construction of factories to be constructed as per Bye
Laws of FIEDMC.
xi. To maintain cleanliness in VAC.
xii. To arrange BOM Meetings.
xiii. To exercise traffic control from VAC Main Gate.
xiv. To supervise collection of tariff from residents & commercial
residents.
xv. To get faults rectified from contractors under maintenance
period.
xvi. Any other task or responsibility as assigned by President BOM.
AMENDMENT
34. 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

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