ofco anies Bhanero Energy Limited Unirt NO9

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ofco anies Unirt NO9 2 Ref # BEL/045B/2014 Dated: 14- ov-2 4 To, The Registrar, National Electric Power Regulatory Authority, (NEPRA), 2nd Floor, OPF Building, G-5/2, Islamabad. Ph # 051-9206500, 9207200 SUB : APPLICATION FOR MODIFICATIONS Ref : Generation Licence No. SGC/013/2002 I MUHAMMAD SHAKEEL being the duly authorized representative of Bhanero Energy Limited. By virtue of BOARD RESOLUTION/POWER OF ATTORNEY dated October 31, 2014 hereby apply to the National Electric Power Regulatory Authority for the grant of ' Modification in Generation Licence No. SGC/013/2002 for the BHANERO ENERGY LTD, pursuant to section "15" of the Regulations of Distribution of Electric Power Act, 1997. I certify that the documents-in-support attached with this application are prepared and submitted in conformity with the provisions of the National Electric Power Regulatory Authority Licensing (Application and Modification Procedure) Regulations, 1999, and undertake to abide by the terms and provisions of the above-said regulations. I further undertake and confirm that the information provided in the attached documents-in-support is true and correct to the best of my knowledge and belief. A BANK DRAFT in the sum of Rs. 276,880 (Two Hundred Seventy Six Thousand Eight Hundred Eighty Rupees only) being the non-refundable Licence application fee calculated in accordance with schedule II to the National Electric Power Regulatory Authority Licensing (Application and Modification Procedure) Regulations, 1999, is also attached herewith. FOR BHANERO ENERGY LIMITED. DIRECTOR Muhammad Shakeel City Towers, 9th Floor, 6-K, Main Boulevard, Gulberg-II, Lahore-54660 (Pakistan) Tel: (92-42) 5770001-3, 111-130-130 Fax: (92-42) 5770015 E-mail: Ihroff@umergroup.com Web site: www.umergroup.com Plant. 18-KM, Sheikhupura Faisalabad Road, Ferozewatuwan, Dist: Sheikhupura

DETAILS OF PROPOSSED MODIFICATION PLANT -1 Location: E.2 S.I.T.E, KOTRI Modifications Installed capacity to be enhanced from 2.805MW to 3.635 MW, the details are as under S. No Installed MAKE Model Capacity 01 0.635 M WAUKESHA VHP 7100G 02 3 X1.00 MW WAUKESHA APG-16V150LTD CUSTOMERS: The number and location of the customer(s) is the same as per the generation license No SGC/013/2002, granted by the Authority. PLANT II LOCATION: 18 KM, Shekhupura-Faislabad Road, Ferozewattoan, Dist.Sheikhupura Installed Capacity to be enhanced from 14.495 MW to 33.695 MW the details are as under: S.No INSTALLED CAPACITY (De rated) MAKE Model Year of Manufacturing 01 3 X 6.4 MW Wartsila 18V32LN 2000, 2000,2002 CUSTOMERS The number and location of the customer(s) is the same as per the generation license No SGC/13/2002, granted by the Authority. New Customer To be Included One new customer a sister concern of the Umer Group of Companies with the name of Umer Farms (Pvt) ltd to be included in the generation license Printed by zahoor at Nov 14, 2014 4:12:34 PM

CONSUMER(S) LOAD ENHANCEMENT S.No Consumer Name Load as per Generation License Enhanced Load/Add 01 Bhanero Textile Mills Ltd 3.0 MW 7.2 MW 02 Blessed Textiles Ltd 4.9 MW 9.3 MW 03 Faisal Spinning Mills Ltd 4.0 MW 5.00 MW 04 Umer Farms (Pvt) Ltd 0.95MW Feeder(s) Details Two new feeders to be added in order to meet the load requirements. S.NO Name Of The consumer FEEDER NO FEEDER LENGTH 01 Bhanero Textile Mills 01 1.0 Km 02 Blessed Textiles LTd 02 0.8 Km 03 Bhanero Textile Mills Ltd 03 0.6 Km 04 Faisal Spinning Mills Ltd 04 0.5 Km 05 Faisal Spinning Mills Ltd 05 0.4 Km 06 Blessed Textiles Ltd 06 0.4 Km 07 Blessed Textiles Ltd 07 1.0 Km 08 Umer Farms (Pvt) ltd 06 1.3Km Printed by zahoor at Nov 14, 2014 4:12:34 PM

REF: RES-BEL/195/RES-07/2014-15 Resolution of the Board of Directors Passed Through Circulation on 31st October, 2014 "RESOLVED that Mr. Mohammad Shakeel, Director of company holding CNIC No. 42301-5778018-5 is hereby authorized to act as attorney and do following acts for and on behalf of Company, for filing and pursuing, the case of modification of Generation and Distribution licence, before NEPRA Islamabad. a) to sign and file Petitions/affidavits, and any documents etc, which are required and are necessary for the said purpose; b) to engage and appoint any advocate to conduct, and to do all other lawful acts and things in connection with the said case; c) to make any statement, in or outside the offices concerned, and the courts, allow the payment of Fee & charges of NEPRA, the fee and miscellaneous expenses of the Counsel, or for anything concerning the case; d) to appoint, further, any General or Special Attorney, to pursue the matter in any office and in any court of law, if so required. The Company agrees to ratify and confirm, anything done lawfully, by him." Certified True Copy Director Karachi Office : Lahore Office : Umer House. 23/1, Sector 23, S. M. Farooq Road, 9`11 Floor, City Towers, 6-K, Main Boulevard, Gulberg I1, Korangi Industrial Area, Karachi - 74900 Lahore - 54660, Phones : (92-21) 5115177-80 Fax : (92-21) 5115190 & 5115191 Phones: (92-42) 111 130-130, Fax: (92-42) 5770015, E-mail : khioff(&,umereroup.com Website : www.umereroun.com E-mail : IhroffWumer2roup.com

Statement of the Reasons in Support of Modifications 1- The production capacity of the consumer of plant I, located at Kotri has been increased, and in order to meet the increased power demand, latest and the most advanced version of Waukesha natural gas operated engines type APG 1000 has been installed at plant I. The newly installed engines being fuel efficient consume less natural gas and are highly reliable, thus supply continue and uninterrupted, electric energy to the bulk power consumer. The uninterrupted supply of electric power greatly results in a better quality of textile product of the bulk power consumer. 2- Captive power plant were installed at the affiliated units of plant II based on natural gas, in order to reduce/eliminate the use of imported furnace oil, thus saving the foreign exchange of the country 3- The shortage of natural gas and low pressure of the same severely affected the production capacity of the affiliated units of the plant II, resulting in heavy financial loss to the plant II affiliated textile units. 4- As stated earlier the scheduled/unscheduled gas load shedding by SNGPL during the whole year especially during the winter season(s) has a direct impact on the production capacity of the affiliated textile units. 5- There can be no denying the fact that the Pakistan's textile products are in a vast demand around the globe, keeping in view the increased demand of Pakistan's textile products, the production capacity of the affiliated units enhanced with a heavy investment. 6- The enhancement of the production capacity of the affiliated units resulted in providing employment opportunities to the skilled and non skilled youth of our country. 7- In order to keep the wheel of the affiliated units rolling it has become necessary to enhance the installed capacity of plant II, for smooth and uninterrupted electric power supply to the affiliated units. 8- Considering the importance of the foreign exchange necessary for Pakistan, the company has decided to installed used furnace oil operated engines at plant II, to meet the complete demand of electric power of affiliated units thus eliminated the possibility of any unwanted stoppage due to the shut down of natural gas or electric supply through the host disco. 9- The engines to be installed at plant 2 are of low NOX, thus will keep the environment clean Printed by zahoor at Nov 14, 2014 4:27:58 PM

of cor conies Unit No. 2 STATEMENT OF THE IMPACT ON THE, QUALITY AND THE PERFORMANCE BY THE LICENSE OF ITS OBLIGATIONS UNDER THE LICENSE 1- By installing used furnace oil operated engines along with all related mechanical and electrical equipment the installation cost will greatly reduce. 2- One of the world's furnace oil operated engines, WARTSILA, make which are highly fuel efficient will have direct impact on the final product that is the textile goods, and in this way it will be easy for the national textile product produces(s) to compete in the world market. 3- The plant II is being run /operated by highly qualified and trained staff having vast experience of operation and maintenance of WARTSILA make engines. The dedicated staff make's sure of uninterrupted electric power supply to the affiliated units with a direct impact on the production of the finish goods. 4- The enhanced capacity of the unit I & II will greatly results in running of the affiliated units round the clock, resulting in better quality of the finish goods and providing permanent employment opportunities to the Pakistan nationals. 5- The expansion /extension of plant II will open the doors of employment for the talented Pakistanis. City Towers, 9th Floor, 6-K, Main Boulevard, Gulberg-II, Lahore-54660 (Pakistan) Tel: (92-42) 5770001-3, 111-130-130 Fax: (92-42) 5770015 E-mail: Ihroff@umergroup.com Web site: www.umergroup.com Plant :18-KM, Sheikhupura Faisalabad Road, Ferozewatuwan, Distt.: Sheikhupura.

ti Registrar National Electric Power Regulatory Authority Islamic Republic of Pakistan 2nd Floor, OPF Building, G-5/2, Islamabad. Ph: 9207200, 9205225 Fax : 9210215 E-mail: office@nepra.org.pk No. NEPRA/R/LAG-31/ 79g- (62 June 02, 2008 VSirector City Tower, 9t Floor, 6-K, Main Boulevard, Gulberg-II Lahore Subject: Modification in Generation Licence No. SGC/013/2002, dated 31.01.2002 (BEL) Reference: Your letter No. BEL/2006/02, dated November 25, 2006. It is intimated that the Authority has approved "Licensee Proposed Modification" in Generation Licence No. SGC/013/2002 in respect of (BEL) pursuant to Regulation 10(11) of the NEPRA Licensing (Application & Modification Procedure) Regulations, 1999. The Authority has also approved modification in the 2nd Tier Supply Authorization to BEL for sale to bulk power consumers. 2. Enclose please find herewith modified Generation Licence No. SGC/013/2002 along with modified Schedule-I & Scheduled-II attached as Annex-A & Annex-B, and modified 2nd Tier Supply Authorization attached as Annex-C, as approved by the Authority. Enclosure: / Modified Generation Licence & Annex A to C 02.06. a (Mahjoob Ahmad Mirza) Copy to: 1. Chief Executive Officer, Hyderabad Electric Supply Company Limited (HESCO), Old State Bank Building, G.O.R Colony, Hyderabad 2. Chief Executive Officer, Lahore Electric Supply Company Ltd. (LESCO), 22-A, Queens Road, Lahore.

National Electric Power Regulatory Authority (NEPRA) Islamabad - Pakistan GENERATION LICENCE No. SGC/013/2002 In exercise of the Powers conferred upon the National Electric Power Regulatory Authority (NEPRA) under Section-26 of the Regulation- of Generation, Transmission and Distribution of Electric Power Act, 1997 (XL of 1997), the Authority hereby modifies the Generation Licence No SGC/013/2002, granted (on January 31 2002 and expiring on January 30,. 2022) to B anero - Limited, to the extent of changes mentioned as here under:- (i). (ii).. (iii). Changes in Schedule-I attached as Annexure-A; Changes in Schedule-II attached as Annexure-B; and Changes in. Second Tier Supply Authorization attached as Annexure-C. This modification-i is given under my hand this 3ek of May Two Thousand & Eight.

Modification to Schedule Of Generation Licence No. SGC/013/2002 In the name of (Annexure-A)

Modification to Schedule-I of the Licence No. SGC/013/2002 Generation Licence Korangi Industrial Area Karachi. is as follows:- The modifications made to Schedule-I of the Original Licence No. SGC/013/2002 (A). PLANT DETAILS following:- (i). The Registered Office given at Item-2 is hereby replaced in its entirety with 2 Registered Office Umer House': 23/1, Sector 23 S. M. Farooq Road; Korangi Industrial Area Karkhi. (B). PLANT CONFIGURATION (i). The plant configuration for Plant-1 given at Items 5.a, 5.c, 5.d, 5.e and 5.f is hereby replaced in its entirety with the following:- 5.a Plant Size. 2.805 MW 5.c Number of Units 4 5d Unit Size 3 x 0.635 MW + 1 x 0.900 MW 5.e Unit Make and Model 5.f Date of Commissioning Waukesha VHP7100G & Waukesha VHP5904LTD Year 1996 (for Waukesha VHP7100G) & Year 2004(for Waukesha VHP5904LTD) Page 1 of 5

(C). EMISSION VALUES Generation Licence Korangi Industrial Area Karachi. (i). The Total Installed Capacity and De-rated Capacity given at Item-9 and 10 are hereby replaced in its entirety with following:- 9 Installed Capacity 17.30 MW 10 De-rated Capacity 17.30 MW (D). PROJECT COST (i). The Equity and Total Project Cost for Plant-1 given at item 13.a and 13.c are hereby replaced in its entirety with following:- 13.a 13.c Equity (Thousand Rupees) Total Project Cost (Thousand Rupees) 52' 031.266 65,645.266 (E). GENERATING PLANT CHARACTERISTICS its entirety with following:- PART A (i). The plant characteristics for Plant-1 given at item 14.g is hereby replaced in 14.g Auxiliary Consumption 305. 250 Kwh The Network Facts given at items "B,C,D and E" of Part A of the Schedule-I for Plant- 2 are hereby replaced in its entirety with following:- c.q ER RE l'< c.i #. 4. ild.) ' ( REG1STRAF...I el- 'k NEPR> B. Length of Each Feeder (KM) Feeder No. 1 Feeder No. 2 Feeder No. 3 Feeder No. 4 Feeder No. 5 1.0 Km 0.8 Km 1.0 Km 0.5 Km 0.4 Km C. Length of Each Feeder I to ea.. -----F..e 00140,31... eder No. 1 IEGoi. Bhanero Textile 1.0 Km Page 2 of 5

Generation Licence Korangi Industrial Area Karachi. Consumer Feeder No. 2 Blessed Textile 0.8 Km Feeder No. 3 Bhanero Textile 1.0 Km D. E. In respect of all the Feeders, describe the property (streets, farms, Agri land, etc.) through, under or over which they pass right up to the customer's premises, whether they crossover or pass near the DISCO lines. Whether owned by SPP Consumer or DISCO -(deal with each Feeder Separately) - If owned by DISCO, please furnish particulars of contractual arrangement - Operation and maintenance responsibility for each feeder Feeder No. 4 Faisal Spinning 0.5 Km Faisal Spinning and Feeder No. 5 Blessed Textile 0.4 Km All feeders pass through SPP and consumer's property. Yes they cross over and pass near the DISCO lines All feeders owned by consumer (s) N/A Operation and Maintenance of each feeder is the responsibility of SPP PART B The Network Facts given at items "A, B,C,D, E and F" of Part-B of the Schedule-I for Plant-2 are hereby replaced in its entirety with following:- A. No. of Consumers 03 Location of consumers Bhanero Textile Mills Ltd No. 2, B. (distance and/or identity of 1-18.5 Km, Sheikhupura-Faislabad premises) Road, Feroze Watwan. Page 3 of 5

2-3- Generation Licence Korangi Industrial Area Karachi. Blessed Textiles Ltd. 18.0 Km, Sheikhupura-Faislabad Road. Feroze Watwan. Faisal Spinning Mills Ltd.18Km, Sheikhupura-Faislabad Road, Feroze Watwan. Sr. No. Consumer Capacity Load Factor Bhanero 1 Textile Mills 3.0 MW Variable C. Contracted Capacity and Load Factor for consumer 2 Ltd. Blessed Textiles Ltd 4.9 MW -do- Faisal 3 Spinning 4.0 MW -do- Mills Ltd Specify Whether i) The consumer is an D. E. Associate undertaking of the SPP- If yes, specify percentage ownership of equity; 1 There are common directorships: iii) Either can exercise influence or control over the other. Specify nature of contractual Relationship i) Between each consumer and SPP. All consumers are an associate undertaking of the SPP. The percentage ownership of equity is 100% YES YES Firm supply of electricity on a continuous basis / Zo;TiE.R REGe."`x Page 4 of 5

ii) Consumer and host DISCO. 1- Bhanero textile Mills Ltd, LESCO connection of 1.466 MW. Generation Licence Korangi Industrial Area..._... 2- Faisal Spinning Mills, LESCO connection of 3.6 MW. F. Capacity originally sanctioned by Provincial Government- If subsequently enhanced, evidence of permissions for enhancement. 1- Bhanero Textile 2.5 MW 2- Blessed Textile 2.5 MW 3- Faisal Spinning 2.3 MW Page 5 of 5

Modification to Schedule II Of Generation Licence No. SGC/013/2002 In the name of (Annexure-B)

Generation Licence Korangi Industrial Area Karachi. Modification to Schedule-II of the Licence No. SGC/013/2002 The Schedule-II of the Licence No. SGC/013/2002 is hereby replaced in its entirety with the following: 1 Gross Installed Capacity Plant-1 Plant-2 Total 2.805 MW 14.495 MW I 17.30 MW 2. De-rated Capacity 2.805 MW 14.495 MW 17.30 MW 3. Auxiliary Consumption 0.0985 MW 0.555 MW 0.6535 MW 4. Net Capacity of the Plant 2.7065 MW 13.94 MW 16.6465 MW ER REG REGIs-TRAg Page 1 of 1

Modification to Authorization by National Electric Power Regulatory Authority To (BEL) for Sale to Bulk Power Consumers (Annexure-C)

Generation Licence Korangi Industrial Area Karachi. Authorization by National Electric Power Regulatory Authority To (BEL) Incorporated under the Companies Ordinance, 1984 Under Certificate of Incorporation No. K-05090, Dated June 5, 1994 NEPRA GENERATION LICNCE No. SGC/013/2002 For Sale to Bulk Power Consumers Pursuant to Section 22 of the Act and Rule 7 of the NEPRA Licensing (Generation) Rules-2000, the Authority hereby authorize (Licensee) to engage in second-tier supply business, limited to the following consumers also mentioned in Schedules-I of the Generation Licence No. SGC/013/2002. Earlier authorization granted is hereby cancelled and replaced with the following consumers (A). (Plant-I) 1. Bhanero Textile Mills No. 1, E-2, S.I.T.E. Kotri. (B). (Plant-2) Bhanero Textile Mills Ltd No. 2, 18.5 Km, Sheikhupura-Faislabad Road, Ferozewattoan. Page 1 of 2

Generation Licence Korangi Industrial Area Karachi. 2. Blessed Textiles Ltd. 18.0 Km, Sheikhupura-Faislabad Road. Ferozewattoan. 3. Faisal Spinning Mills Ltd.18Km, Sheikhupura-Faislabad Road, Ferozewattoan. tua7 \Na. 0(- (Nasiruddine Ahmtd) Member (Abdul Rahim han) Member (Maqbool Ahmad Khawaja) Member (Zafar Ali Khan) MemberNice Chairman Page 2 of 2

Payee s A/c On ly the sum of MCB Bank Limited Corporate Br. Main Blvd. Guiberg 1MR. (1232) 71/(1. 72a, e /;rci ncle6 4. Payable at any MCB Branch 86 W&-9/ Date: 7//- )-o / Serial No. E 3735596 cffala loy- Li thgz( / 0, if,z(i141(1/ At iiit'11(1,(16 For f OE** LIMITED OR ORDER On A/C: 2V) 1;11 ' AkuthorizeckSignatoly Authorized Signatory

,r1 r - R 0, tp" `r< 00 rt z 0 BHANERO ENERGY LTD UNIT # 2 LOCATION MAP OF THE PLANT H H a, BHANERO TEXTILE MILLS WEAVING UNIT 53 FEEDER # 3 BLESSED TEXTILE LTD UNIT # 2 BLESSED TEXTILE LTD UNIT 5 1 BHANERO TEXTILE MILL LTD UNIT 5 2 FEEDER # 5 FAISAL 5 2 FEEDER 5 1 FEEDER 5 2 FAISAL SPINNING MILLS LTD p.--feeder # 6 FAISAL UNIT it 1 SOCO FEEDER 5 4 DISCO L.P.E tiver CRCEETEO LACER CR,SER.MERD ENV BHANERO ENERGY LTD UNIT tt 2 O" MOO 1.11FE ROAD GROSSO. SHEIKHUPURA ROA FAISALABACII.- DILE T.4441: UMER FARM PVT LTD BLESSED TEXTILE LTD UNIT ft 3,EEDER CONSUMER CONVECTOR SO OF ROTES 40.111 SRA NERO TEXTILE NINES OSPREN HASSE. 'FETTLE VO OSPREY OS OERBES 11 FRO E ULLS 0 VKLI IVISEL SPINNING 1.444.9 OSPREN OS VIESE SEINNIING OVVEN 04ku BLESSED Mr r0 OSRAES FEEDER # 7 BLESSED TESIBLE ED OSTEN DOD UNE R STO A M11k