JDW SUgAR Milk LTd.
Dated: 24 June 2013
The Registrar,
National Electric Power Regulatory Authority (NEPRA)
2nd Floor, OPF Building,
G-5/2, Islamabad.
Subject:
APPLICATION FOR GENERATION LICENCE IN NAME OF JDW SUGAR MILLS
LIMITED FOR ITS BAGASSE BASED, HIGH-PRESSURE COGENERATION POWER
PLANT AT JDW UNIT III
Dear Sir,
Reference is made to your letter # NEPRA/R/LAG-30/JDW-III/5383 dated June 04, 2013,
received on June 14, 2013, and reminder # NEPRA/R/LAG-30/JDW-III/6085 dated June 18,
2013 on the subject.
Iv. is respectfully submitted that the objections / further requirements raised by the
Authority relate to Regulation 3(5) of the NEPRA Licencing (Application and Modification
Procedure) Regulations, 1999 (the "Regulations"), whereas the applicable Regulation in this
instance is 3(5-A), which was specifically inserted to cater to Captive Power Plants. The
definition of a Captive Power °lant as defined in part k) of the Regulations is reproduced
below for the Authority's reference.
"Captive Power Plant means Industrial undertakings or other businesses carrying out the
activity of power production for self-consumption, who intend to sell the power, surplus to
their requirement, to a Distribution Company or bulk-power consumer."
It is clarified that the. power plant at Unit-III is being set up by, and shall be part of, JDW
Sugar Mills Limited ("JDWSML"), a public limited company engaged in the industrial
production of sugar. JDWSML is already carrying out the activity of power production at
Unit-III and is setting up the new power plant to both meet its self-consumption
requirements as well as to export surplus energy to the !grid during the crushing season as
well as off-season.
Accordingly, it is requested that the Generation License application be processed under the
applicable Regulation 3(5-A). Notwithstanding this, we are pleased to afto submit the
additional information / documents relating to Regulation 3(5) for the Authority's kind
perusal and satisfaction. We are providing our point-wise reply to the above-referenced
letter from the Authority below.
I. Required Demand Draft / Banker's Cheque No.9046335 of Habib Bank Ltd.,
Corporate Centre Branch, Upper Mall, Lahore for Rs.1,264 being balance fee is
attached.
A
a
Head Office: 17-Abid Majeed Road, Lahore Cantt., Lahore. PABX # 042-36664891-95, 36602573-74, Fax: 042-36654490 E-mail: jdwho@jdw-group.com
Mills : Unit - I Mauza Sharin, Jamal Din Wali, Distt. Rahim Yar Khan. Ph: 068-5672161-3 Fax: 068-5672164 E-mail: jdwsite@jdw-group.com
Unit - II Machi Goth, Sadiqabad, Distt. Rahim Yar Khan. Ph: 068-5786516-8, 5786520, Fax: 068-5786521 E-mail: jdwsite2@jdw-group.com
Unit - IIIVillage Laluwali Distt. Ghotki. Ph: 0723-680050-2, Fax: 0723-680053, E-mail: jdwsite3@jdw-group.com
J DW SUgAR Mills LTd.
Date: 01.06.2013
The Registrar,
National Electric Power Regulatory Authority
Islamabad.
Subject:
Application for Grant of Generation Licence — Upto 50 MW
Dear Sir,
We are pleased to submit following required documents issuance of Generation Licence:
1.
DD favouring NATIONAL ELECTRIC POWER REGULATORY AUTHORITY (NEPRA), ISLAMABAD
A/C JDW SUGAR MILLS LIMITED, UNIT - III (GHOTKI) for Rs.246,800/= being fee for 21 to
5C MW Licence.
2
Required details of JDW Sugar Mills Ltd., UNIT-III (GHOTKI):
3.
4.
5.
6.
A. Application on Schedule I alongwith all details ' attachments.
B. Map of District Ghotki Showing Location of JDW Sugar Mills a SEPCO Grid Station.
C. Map of Ghotki Encircled Town a Location of JDV/ Sugar Mill a SEPCO Grid St ation.
D. Location of SErCO 132 KVA Grid Located in Ghotki Town
E. Final Plant Detail (C4 Pages)
F. Final Schedule II
Latest Form 21
Latest Form -29 duly attested having all details.
Certificate of Incorporation
Memorandum and Articles of Association duly certified all pages.
If you require any other information in this regard, kindly let us know.
Plese acknowledge receipt.
truly,
W SUGAR MILLS LTD., UNIT - III
ki Sugar Mills (P ) Ltd.)
Daha)
(Munir A
General M. ager
(s.'"
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Head Office: 17-Abid Majeed Road, Lahore Cantt., Lahore. PABX # 042-36664891-95, 36602573-74, Fax: 042-36654490 E-mail: jdwho@jdw-group.com
Mills : Unit - I Mauza Sharin, Jamal Din Wali, Distt. Rahim Yar Khan. Ph: 068-5672161-3 Fax: 068-5672164 E-mail: jdwsite@jdw-group.com
Unit - II Machi Goth, Sadiqabad, Distt. Rahim Yar Khan. Ph: 068-5786516-8, 5786520, Fax: 068-5786521 E-mail: jdwsite2@jdw-group.com
Unit - III Village Laluwali Distt. Ghotki. Ph: 0723-680050-2, Fax: 0723-680053, E-mail: jdwsite3@jdw-group.com
JDW
SUgAR
Milk LTd.
SCHEDULE I
(regulation 3(1)
FORM OF APPLICATION
Date: 01.06.2013
The Registrar,
National Electric Power Regulatory Authority,
Islamabad.
Subject: Application for a Generation License in the name of JDW Sugar Mills Limited
for its Bagasse Based, High-Pressure Cogeneration Power Plant being set up
under the Federal Government's Framework for Power Cogeneration 2013 at
JDW Sugar Mills Unit-ill, Mauza Laluwali, Near Goth Islamabad, District
Ghotki, Sindh
Dear Sir,
I, Munir Ahmed Daha, General Manager, being the duly authorized representative of JDW Sugar
May, 2013 hereby apply to the National
Mills Limited, by virtue of Board Resolution dated 27th
Electri( Power Regulatory Authority for the grant of a Generation License, pursuant to Section
15 of the Regulation of Generation, Transmission and Distribution of Electric Power Act, 1997,
in the name of:
JDW Sugar Mills Limited
Incorporated under the Companies Ordinance, 1984
Under Certificate of incorporation
No. 0021835, dated May 31, 1990
ar_Nqll5
.1,14i0h-Pressure Cogeneration Power Plant located at JDW SU2For its Bugasse 13a;e ■
Unit7:111„Mattza Laluwali, Near Goth Islamabad„District Chotki _Sindh
(Installed Capacity: 26.35 MW Gross ISO)
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
(Applicutior 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-suppor Is true and correct to the best of my
knowledge and belief.
Head Office: 17-Abid Majeed Road, Lahore Cantt., Lahore. PABX # 042-36664891-95, 36602573-74, Fax: 042-36654490 E-mail: jdwho@jdw-group.com
Mills : Unit - I Mauza Sharin, Jamal Din Wali, Distt. Rahim Yar Khan. Ph: 068-5672161-3 Fax: 068-5672164 E-mail: jdwsite@jdw-group.com
Unit - II Machi Goth, Sadiqabad, Distt. Rahim Yar Khan. Ph: 068-5786516-8, 5786520, Fax: 068-5786521 E-mail: jdwsite2@jdw-group.com
Unit - IIIVillage Laluwali Distt. Ghotki. Ph: 0723-680050-2, Fax: 0723-680053, E-mail: jdwsite3@jdw-group.com
J DW
A bank draft in sum of Rs.246.800, being the nonrefundable license application fee calculated in
accordance with Schedule II to the National Electric Power Regulatory Authority Licensing
(Application and Modification Procedure) Regulations, 1999, is also attached herewith.
Kindly note that this application is being made for a new bagasse based, high-pressure
cogeneration power plant being established within the existing sugar mill at IDW Sugar Mills
Unit-Ill, part of JDW Sugar Mills Limited, in terms of the Federal Government's Framework for
Power Cogeneration 2013 (Bagasse / Biomass). We would highlight that the company has an
existing low-pressure captive power generation facility in a separate location at the same mill,
which it may retain solely for self-consumption and not for delivery or sale of energy. Therefore,
this application is limited to the new high-pressure cogeneration power plant which will be
delivering and selling surplus energy to the grid.
•
I remain at your disposal should you require any further information.
/
Yo •s sincerely,
or J 1 W Sugar Mills Limited
(Munir A ed Daha)
GENERAL MANAGER
•
HBL
HABIB BANK
A/C PAYEE ONLY
CORPORATE CENTRE
102 103 UPPER MALL LAHORE
On Demand Pay
To The Order Of
The Sum of:
NOT NEGOTIABLE
9046288
1242
Banker's Cheque
This Banker's Cheque is valid for six months from date of issue
Cheque No.
Date
9046288
01/06/13
NEPRA ISLAMABAD A/C JDW SUGAR MILLSLTD UNIT III
Pakistan Rupee TWO HUNDRED FORTY-SIX THOUSAND EIGHT
HUNDRED ONLY
PKR******246,800.00
For Habib Bank Limited
PAYABLE AT ANY HBL BRANCH IN PAKISTAN
Centralised Cheque Payable Account
30019903902586
DO NOT WRITE BELOW THIS LINE _ _ _
090462880054300 LI:9903902586e0
•
Location of SEPCO Grid Station in Mauza Lalowali
Near Islamabad Goth, Ghotki
•
•
I
SVC° 132KV
0 • :7"
Ghotki
Goas•
*poi
41.-‘
nfo*
q
KANN* Q*04°
INTERCONNECTION/TRANSMISSION
ARRANGEMENT FOR THE DISPERSAL OF
POWER FROM THE POWER PLANT
The surplus power generated by JDW Sugar Mills Limited from its Bagasse Based, HighPressure Cogeneration Power Plant located at JDW Sugar Mills Unit-Ill, Mauza
Laluwali, Near Goth Islamabad, District Ghotki, Sindh shall be dispersed to the Load
Center of Sukkur Electric Power Company (SEPCO). As per grid study being processed by
NTDC, the interconnection shall be at 132 kV level through existing grid available in the
•
vicinity of the project. The interconnection arrangement(s) for the dispersal of power
shall be finalized after review and approval of grid study by NTDC.
Plant Details
1. General information
JDW Sugar Mills Limited
i
Name of the applicant
ii
Registered/Business office
iii
Plant Location
Islamabad, District Ghotki, Sindh
Type of Generation Facility
Bagasse based, high-pressure cogeneration power plant
17-Abid Majeed Road, Lahore Cantt.
JDW Sugar Mills Unit-III, Mauza Laluwali, Near Goth
(iv)
2. Plant Configuration
(i)
Plant Size Installed
26.35 MW
Capacity (Gross ISO)
(ii)
Extraction cum condensing steam turbine with 67 bar
Type of Technology
(iii)
Number of units/Size (MW)
2
(kg/cm) boiler
one unit / 26.35 MW
Turbine: M/s.Hangzhou steam turbine Co.Ltd., / ENK50/71/48. Boiler: M/s. Heavy Mechanical Complex (Pvt.)
(iv)
Unit Make & Model
Ltd., Dumping Grate Boiler of 140 TPH capacity and 67 bar
(kg/cm2) pressure
(v)
(vi)
(vii)
De-rated Capacity at Mean
25.60 MW (season operation), 26.35 MW (off-season
Site Conditions
operation)
Auxiliary Consumption
2300 KW (season) & 2000 KW (off-season)
Commissioning/Commercial
15th December 2013 (expected)
Operation date
Expected Life of the Facility
(viii)
from Commercial
30 Years
Operation/Commissining
(ix)
Expected Remaining useful
Life of the Facility
To be commissioned
3. Fuel/Raw Material Details
(i)
Primary Fuel
Bagasse
(ii)
Alternate Fuel
Biomass
...
(iii)
Fuel Source
Indigenous
(Imported/Indigenous)
JDW Sugar Mills Limited (primary), other bagasse /
iv
Fuel Supplier
(v)
Supply Arrangment
biomass suppliers (if available)
Though Conveyor Belts/Loading Trucks/Tractor Trolleys
etc
Sugarcane Crushing
(vi)
12000 Tonnes / day
Capacity
Bagasse Generation
(vii)
Capacity
Bagasse Storage
(viii)
(ix)
(x)
Capacity (if any)
No of storage Tanks
Stroage Capacity of
3840 Tonnes / day
65000 Tons
Bulk storage
Bulk Storage
each tank
(xi)
Gross Storage
Bulk Storage
4. Emission Values
Traces
(i)
Sox
(ii)
Nox
<250 ppm
CO2
11% to 13%
(iv)
CO
Traces
(v)
PM
500 mg /n.cu.m
(iii)
5. Cooling System
Cooling Water
(I)
Source / Cycle
RCC cooling tower / closed loop
6. Plant Characteristics
(i)
Generation Voltage
11 kV (exportable power to be stepped up to 132 kV)
(ii)
Frequency
50 Hz
(iii)
Power Factor
0.8 (lag) to 0.95 (lead)
(iv)
(v)
Automatic Generation
Control (AGC)
Ramping Rate
Yes
Starting curve for different scenarios enclosed
Time required to
(vi)
Synchronize to Grid and
loading the complex to
full load from cold start
•
4 hours
SCHEDULE - II
The Installed De-Rated, Auxiliary and Net Capacity of the Licensee's
Generation Facilities
1
installed Capacity Gross ISO
2
De-rated Capacity at Mean Site Conditions
3
Auxiliary Consumption
26.35 MW
25.60 MW (season operation),
26.35 MW (off-season operation)
2.3 MW (season), 2.0 MW (off-
Net Lc:wail-Ey 01 we ruin dC
4
Mean Site
r—rii+;,----
season)
23.3 MW (season), 24.35 MW (offseason)
Note
All the above figures are indicative as provided by the Licesee. The Net
Capacity available to the Power Purchaser for dispatch will be determined
through procedure(s) contained in the Bi-lateral Agreement(s), Grid Code or
any other applicable document(s)
•
JDW SUgAR Mills LTd.
EXTRACT OF RESOLUTION OF BOARD OF DIRECTORS' MEETING OF
JDW SUGAR MILLS LIMITED HELD ON MAY 27, 2013 AT 2:30 P. M. AT 17ABID MAJEED ROAD, LAHORE CANTT.
"RESOLVED THAT Mr. Munir Ahmad Daha, General Manager (Admin) having CNIC
No. 35202-6489539-3 of JDW Sugar Mills Limited (the Company), be and is hereby
authorized and empowered on behalf of the company to deal with National Electric
Power Regulatory Authority (the "NEPRA"), connected with obtaining its approval for
Generation License of 26 MW each High Pressure Co-Generation Power Plant at JDW
Sugar Mills Limited (Unit-II), Machi Goth, Tehsil Sadiqabad, District Rahim Yar Khan
and JDW Sugar Mills Limited Unit-III, Village Lalu Wali, Near Goth Islamabad, District
Ghotki respectively and to sign all required Agreements/Applications and other legal
documents for this purpose and take all necessary actions, which may be required by
NEPRA."
Certified true copy by
A rf RAY-1QUE)
(MUH
Company Secretary
Head Office: 17-Abid Majeed Road, Lahore Cantt., Lahore. PABX # 042-36664891-92, 36602573-74, Fax: 042-36654490 Email: jdwho@jdw-group.com
Mills: Unit - I Mauza Sharin, Jamal Din Wali, Distt. Rahim Yar Khan. Ph: 068-5672161-3 Fax: 068-5672164 Email: jdwsite@jdw-group.com
Unit - II Machi Goth, Sadiqabad,Distt. Rahim Yar Khan. Ph: 068-5786516-8, 5786520 Fax: 068-5786521 Email: jdwsite2@jdw-group.com
Unit - III Village Laluwali Distt. Ghotki. Ph: 0723-680050-2, Fax: 0723-680053, E-mail: jdwsite3@jdw-group.com
J DW
II. Required information/documents to comply with the regulations are given below:
a. Profile and experience of the applicant and its management attached as
Annexure-A.
b. CVs of the applicant's senior management and technical professionals are
attached as Annexure-A above.
c. Required information are available in financial statements for the year ended
September 30, 2012 and half yearly accounts for the period ended March 31,
2013 which are attached.
d. Expression of Interest from concerned financial institutions and banks are
attached.
e. Latest financial statements of the company are attached.
f. Employment record of Engineers and technical staff is attached Annexure-B
g. Profile of our following major sub-contractors is attached.
1. HTC
2. Siemens
3. Descon
4. HMC
h. Profile and experience of the applicant is attached with II (a) above.
i. Cogeneration projects are exempt from the requirement of feasibility study under
the enclosed Framework for Power Cogeneration 2013 (Bagasse/Biomass),
approved by the ECC. Such projects were also earlier exempt under the National
Policy for Power Cogeneration by Sugar Industry, 2008.However, a concept paper
outlining plant design, technical configuration and key parameters, which was
also submitted to the AEDB, is attached.
j. Certificate of Incorporation duly certified by SECP is attached.
k. The Project is being set-up in the existing sugar mills and all the infrastructure
and facilities are already available at site. However, a layout alongwith is
attached for ready reference.
I. The project is being implemented by the JDW Sugar Mills Limited. No EPC
contractor has been hired for said project, and the project is being executed by
the sub-contractors i.e., Siemens, Descon and HMC etc., as indicated above. The
Project cost is estimated to the tune of Rs.5,000,000. This is only an estimated
cost which will be firmed up on commissioning stage.
m. Safety scheme is attached.
n. Environmental and Social Soundness Assessment study is submitted with EPA,
Karachi for approval is attached and same will be provided as soon as approved.
Copy of letter attached.
o. Same as ‘rn' above
p. Interconnection Study has been submitted to General Manager Planning, NTDC,
Lahore on 26th April, 2013 for approval and same will be provided as soon as is
approved. Copy of the letter is attached.
q. Required information/documents regarding control, metering instrumentation and
protection as provided by Siemens are attached.
r. Each subcontractor i.e. HTC, Siemens, Descon and HMC shall be responsible for
compulsory trainings to the operators. However, the plant shall be given to
renowned O&M Operator for operating purpose.
J DW
2.
As explained in point II (I), II (n) and II (p), following is resubmitted:
I.
Interconnection Study has been submitted to General Manager Planning,
NTDC, Lahore on 26th April, 2013 for approval and same will be provided as
soon as is approved. Copy of the letter is attached.
II.
As explained at point II(i), the project is exempted from the requirement of
feasibility study under the Framework for Power Cogeneration 2013
(Bagasse/Biomass). However, a concept paper is attached for the Authority's
reference in this regard.
III.
As explained at point II(n), the Environmental and Social Soundness
Assessment study is submitted with EPA, Karachi for approval and same will
be provided as soon as approved. Copy of letter attached.
In case you need any other information in this regard, please let us know. An early approval
of the requested Generation Licence shall be highly appreciated.
Thanking you,
truly
W Sugar Mills„ ited
'7'-MUNI*ED HA
/
General nager
HBL
se
HSID BANK
NOT NEGOTI/6E
A/C PAYEE 0 LY
CORPORATE CENTRE
102 103 UPPER MALL LAHORE
9046335
1242
nker's Cheque
6,, ‘v
Cheque is valid for six months from date of issue
dlque No.
Date
9046335
06/06/13
szt
On Demand Pay
To The Order Of
The Sum of:
NEPRA ISLAMABAD A/C JDW SUGAR MILLS LTD ClAgie.
Pakistan Rupee ONE THOUSAND TWO HUNDRED AND SIXTY-FOU
ONLY
For H
R********1 , 264 .00
ank Limited
PAYABLE AT ANY HBL BRANCH IN PAKISTAN
Centralised Cheque Payable Account
30019903902586
AUT
PA No
DO NOT WRITE BELOW THIS LINE
11'90 1116 3 35111 0
300 x':990390 258611'0 LChe
ISED SIGNATURE
JDW Sugar Mills Limited
Continued Excellence
JDW Sugar Mills Limited ("the Company") was incorporated in
Pakistan on 31 May 1990 as a private limited company under
the Companies Ordinance, 1984 and was subsequently
converted into a public limited company on 24 August 1991.
Shares of the Company are listed on the Karachi and Lahore
Stock Exchanges. The registered office of the Company is
situated at 17 - Abid Majeed Road, Lahore Cantonment, Lahore.
The principal activity of the Company is production and sale of
crystalline sugar. JDWSML has four manufacturing facilities
which are located in Jamal Din Wali, District Rahim Yar Khan,
Punjab (Unit-I) , Machi Goth, Sadiqabad, Punjab (Unit-II),
Laluwali, District Ghotki, Sindh, (Unit-Ill) and Deharki Sugar
Mills Pvt Ltd, Deharki Sindh with Capacity of crushing as
20,500, 8,500, 12,000 and 10,000 Metric Tone of sugarcane per day
respectively. The machinery of the units is a mix of local and imported
components. The Company also has captive power house with an
installed capacity of approximately 66.80 MW. The detail of which is as
under:Unit Name
JDW —1
JDW —II
JDW —11112 MW
DSML
TOTAL
Installed Capacity
28 MW
8.80 MW
18 MW
66.80 MW
Generation Licence
28 MW
/Vier
12 MW
12 MW
52 MW
Status
Self Consumption only
Modification In process
Now the Company intends to enhance the power generation capacity by
52 MW by installing two power units of 26 MW each, which will meet
internal consumption requirements and also export surplus energy to
the Grid during the crushing season and off season.
23
Statement of Compliance
with the Code of Corporate Governance
9.
All the Directors on the Board are well conversant with their responsibilities as Directors of corporate bodies
as the Company had arranged briefing for its Directors to apprise them of their duties and responsibilities. Two
(02) Directors of the Company are exempt from Directors training programme due to 14 years of education and
approximately 22 years of experience on the Board of a listed Company.
10.
No new appointment of CFO, Company Secretary and Head of Internal Audit has occurred during the period.
11.
The Directors' report for this year has been prepared in compliance with the requirements of the CCG and fully
describes the salient matters required to be disclosed.
12.
The financial statements of the Company were duly endorsed by CEO and CFO before approval of the Board.
13.
The Directors, CEO and executives do not hold any interest in the shares of the Company other than that
disclosed in the pattern of shareholding.
14.
The Company has complied with all the corporate and financial reporting requirements of the CCG.
15.
After implementation of revised Code of Corporate Governance, 2012, the Board has Re-composite its Audit
Committee. It comprises of following three Board members
a)
b)
c)
Name
Type of Directorship
Position
Mr. Asim Nisar Bajwa
Mr. Raheal Masud
Mr. Zafar lqbal
Independent Director
Independent Director
Independent Director
Chairman
Member
Member
16.
The meetings of the audit committee were held at least once every quarter prior to approval of interim and final
results of the Company and as required by the CCG. The terms of reference of the committee have been formed
and advised to the committee for compliance.
17.
After implementation of revised Code of Corporate Governance, 2012, the Board has formed an HR and
Remuneration Committee on 01 November 2012. It comprises of following three Board members:
a)
b)
c)
Name
Type of Directorship
Position
Mr. ljaz Ahmed Phulpoto
Mr. Raheal Masud
Mr. Zafar lqbal
Non-Executive Director
Independent Director
Independent Director
Chairman
Member
Member
18.
The Board has set up an effective internal audit function who are considered suitably qualified and experience
for the purpose and are conversant with the policies and procedures of the Company.
19.
The statutory auditors of the Company have confirmed that they have been given a satisfactory rating under
the quality control review program of the ICAP, that they or any of the partners of the firm, their spouses and
minor children do not hold shares of the Company and that the firm and all its partners are in compliance with
International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the ICAP.
20.
The statutory auditors or the persons associated with them have not been appointed to provide other services
except in accordance with the listing regulations and the auditors have confirmed that they have observed IFAC
guidelines in this regard.
21.
The 'closed period', prior to the announcement of interim/final results, and business decisions, which may
materially affect the market price of Company's securities, was determined and intimated to Directors, employees
and stock exchange(s).
22.
Material/price sensitive information has been disseminated among all market participants at once through stock
exchange(s).
23.
We confirm that all other material principles enshrined in the CCG have been complied with except for clause (vi)
which requires that the Chairman shall be elected from among the Non-Executive Directors of the listed Company
whereas the Chairman of the Company was an Executive Director till 25 December 2012 but subsequently he
became Non-Executive Director.
Lahore
03 January 2013
Jahangir Khan Tareen
Chief Executive
KPMG Taseer Hadi & Co.
Chartered Accountants
53 L Gulberg III
Lahore Pakistan
Telephone + 92 (42) 3585 0471-6
+ 92 (42) 3585 0477
Fax
www.kpmg.com.pk
Internet
Review Report to the Members
on Statement of Compliance with the Best Practices of Code of Corporate Governance
We have reviewed the statement of compliance with the best practices contained in the Code of Corporate Governance
prepared by the Board of Directors of JDW Sugar Mills Limited ("the Company") to comply with the Listing Regulations of
Karachi and Lahore Stock Exchanges.
The responsibility for compliance with the Code of Corporate Governance is that of the Board of Directors of the Company.
Our responsibility is to review, to the extent where such compliance can be objectively verified, whether the statement of
compliance reflects the status of the Company's compliance with the provisions of the Code of Corporate Governance and
report if it does not. A review is limited primarily to inquiries of the Company personnel and review of various documents
prepared by the Company to comply with the Code. As part of our audit of financial statements we are required to obtain
an understanding of the accounting and internal control system sufficient to plan the audit and develop an effective audit
approach. We have not carried out any special review of the internal control system to enable us to express an opinion as to
whether the Board's statement on internal control covers all controls and the effectiveness of such internal controls.
Further, Sub- Regulation (xiii a) of Listing Regulation No. 35 (previously Regulation No. 37) notified by The Karachi Stock
Exchange (Guarantee) Limited vide circular KSE/N-269 dated 19 January 2009 requires the Company to place before the
Board of Directors for their consideration and approval related party transactions distinguishing between transactions carried
out on terms equivalent to those that prevail in arm's length transactions and transactions which are not executed at arm's
length price recording proper justification for using such alternate pricing mechanism. Further, all such transactions are also
•
required to be separately placed before the audit committee.
We are only required and have ensured compliance of requirement to the extent of approval of related party transactions by the
Board of Directors and placement of such transactions before the audit committee. We have not carried out any procedures to
determine whether the related party transactions were under taken at arm's length price.
Based on our review, nothing has come to our attention which causes us to believe that the Statement of Compliance does
not appropriately reflect the Company's compliance, in all material respects, with the best practices contained in the Code of
Corporate Governance as applicable to the Company for the year ended 30 September 2012.
We draw attention to point 23 of the statement of compliance relating to Chairman. We have not qualified our conclusion in
respect of this matter.
\
KPMG Taseer Hadi & Co.
Lahore
03 January 2013
Chartered Accountants
(Kamran lqbal Yousafi)
KPMG Taseer Hadi 8, Co., a Partnership firm registered In Pakistan
and a member firm of the KPMG network of independent member
firms affiliated with KPMG International Cooperative
("KPMG International"), a Swiss entity
•
25
KPMG Taseer Hadi & Co.
Chartered Accountants
53 L Gulberg III
Lahore Pakistan
Telephone + 92 (42) 3585 0471-6
Fax
+ 92 (42) 3585 0477
Internet
www.kpmg.com.pk
Auditors' Report to the Members
We have audited the annexed balance sheet of JDW Sugar Mills Limited ("the Company) as at 30 September 2012 and the
related profit and loss account, statement of comprehensive income, cash flow statement and statement of changes in equity
together with the notes forming part thereof, for the year then ended and we state that we have obtained all the information and
explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit.
It is the responsibility of the Company's management to establish and maintain a system of internal control, and prepare
and present the above said statements in conformity with the approved accounting standards and the requirements of the
Companies Ordinance, 1984. Our responsibility is to express an opinion on these statements based on our audit.
We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards require that we
plan and perform the audit to obtain reasonable assurance about whether the above said statements are free of any material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the above
said statements. An audit also includes assessing the accounting policies and significant estimates made by management, as
well as, evaluating the overall presentation of the above said statements. We believe that our audit provides a reasonable basis
for our opinion and, after due verification, we report that:
(a)
in our opinion, proper books of account have been kept by the Company as required by the Companies Ordinance,
1984;
(b)
in our opinion:
the balance sheet and profit and loss account together with the notes thereon have been drawn up in conformity with
the Companies Ordinance, 1984, and are in agreement with the books of account and are further in accordance with
accounting policies consistently applied;
(ii)
the expenditure incurred during the year was for the purpose of the Company's business; and
(iii)
the business conducted, investments made and the expenditure incurred during the year were in accordance with the
objects of the Company;
(c)
in our opinion and to the best of our information and according to the explanations given to us, the balance sheet,
profit and loss account, statement of comprehensive income, cash flow statement and statement of changes in equity
together with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan,
and, give the information required by the Companies Ordinance, 1984, in the manner so required and respectively give
a true and fair view of the state of the Company's affairs as at 30 September 2012 and of the profit, its comprehensive
income, its cash flows and changes in equity for the year then ended; and
(d)
in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980), was deducted by
the Company and deposited in the Central Zakat Fund established under section 7 of that Ordinance.
KPMG Taseer Hadi & Co.
Lahore
03 January 2013
Chartered Accountants
(Kamran lqbal Yousafi)
KPMG Tosser Medi & Co., a Partnership firm registered In Pakistan
and a member firm of the KPMG network of independent member
firms affiliated with KPMG International Cooperative
("KPMG International"), a Swiss entity
Balance Sheet
2011
Rupees
(Restated)
Note
2012
Rupees
5
597,766,610
4,325,287,489
592,766,610
4,163,573,509
4,923,054,099
4,756,340,119
3,119,611,115
414,748,686
1,592,526,507
4,068,000,001
540,516,474
1,497,915,433
5,126,886,308
6,106,431,908
8,111,666,733
1,449,872,658
2,526,560,365
442,600,039
5,535,951,315
1,115,947,540
1,098,166,335
201,904,179
473,004,100
12,530,699,795
8,424,973,469
22,580,640,202
19,287,745,496
SHARE CAPITAL AND RESERVES
Share capital
Reserves
NON CURRENT LIABILITIES
Long term loans - secured
Liabilities against assets subject to finance lease
Deferred liabilities
7
8
9
•
CURRENT LIABILITIES
Short term borrowings - secured
Current portion of non current liabilities
Trade and other payables
Interest and mark-up accrued
Provision for taxation
CONTINGENCIES AND COMMITMENTS
10
11
12
13
The attached notes from 1 to 43 form an integral part of these financial statements.
Lahore
03 January 2013
•
27
As at 30 September 2012
Note
2012
Rupees
2011
Rupees
(Restated)
14
15
7,856,588,719
369,984,770
7,554,015,934
158,488,843
8,226,573,489
7,712,504,777
685,973,260
608,310,693
1,810,250,000
2,027,500,000
105,637,735
527,290,145
608,310,693
851,500,000
2,977,178,837
105,769,396
5,237,671,688
5,070,049,071
590,954,610
3,731,551,031
369,304,824
540,910,519
1,922,057,309
859,693,180
4,157,065,058
256,136,742
11,382,760
3,065,366,171
1,431,700
115,732,769
9,116,395,025
6,505,191,648
22,580,640,202
19,287,745,496
NON CURRENT ASSETS
Property, plant and equipment
Operating fixed assets
Capital work in progress
•
Investment property
Goodwill
Investments
Advances to related parties
Long term deposits
16
17
18
19
20
CURRENT ASSETS
Stores, spares and loose tools
Stock in trade - finished goods
Trade debts - unsecured, considered good
Advances, deposits, prepayments and
other receivables
Tax refunds due from Government
Cash and bank balances
•
Chief Executive
21
22
23
24
Director
Profit and Loss Account
For the year ended 30 September 2012
2012
Rupees
Note
2011
Rupees
(Restated)
Gross sales
24,491,645,116
26,467,625,682
FED, Sales tax, SED & others
(1,741,764,905)
(1,738,134,475)
Net sales
25
22,749,880,211
24,729,491,207
Cost of sales
26
(20,387,894,576)
(20,594,227,631)
2,361,985,635
4,135,263,576
Gross profit
Administrative expenses
27
(462,956,222)
(430,482,211)
Distribution and marketing expenses
28
(22,589,638)
(15,135,294)
Other operating expenses
29
(119,203,961)
(156,975,431)
Other operating income
30
126,043,597
66,438,897
(478,706,224)
(536,154,039)
Operating profit
31
Finance cost
1,883,279,411
3,599,109,537
(1,334,998,725)
(1,375,700,601)
548,280,686
Profit before taxation
32
Taxation
Profit after taxation
138,993,868
2,223,408,936
(850,979,032)
687,274,554
1,372,429,904
Basic earnings per share
33
11.52
24.95
Diluted earnings per share
34
11.50
24.71
The attached notes from 1 to 43 form an integral part of these financial statements.
Lahore
03 January 2013
Chief Executive
•
Director
•
29
Statement of Comprehensive Income
For the year ended 30 September 2012
2012
2011
Rupees
Rupees
(Restated)
Profit after taxation
687,274,554
1,372,429,904
687,274,554
1,372,429,904
Other comprehensive income for the year
Total comprehensive income for the year
•
The attached notes from 1 to 43 form an integral part of these financial statements.
6
Lahore
03 January 2013
Chief Executive
Director
FINANCIAL PLAN
CO-GENERATION PROJECT
Project Cost
Civil Works
140 tph Steam Boiler
26 MW Extraction Condensing Turbine
Mechanical Equipments & Works
Electrical Installation & Works
Interest during Construction & other charges
Engineering Consultancy (AG Fee & Charges)
Insurance charges
Initial Working Capital
Contingencies
Total Project Cost
Means of Financing
Equity
Funds from sponsors
Debt
MCB & UBL Led Syndicate/Bridge Finance
Total Equity & LTL Loan
Note : Out of Rs. 4,000 million an amount of Rs. 3,040 million
has already been arranged under MCB/UBL led syndicate.
The rest of the loan amounting to Rs. 960 million in being
arranged.
JDW Unit II JDW Unit III
151,000
145,000
423,000
423,000
345,000
345,000
886,880
931,880
435,690
464,420
100,000
100,000
55,874
59,255
22,000
22,000
25,000
25,000
20,000
20,000
2,464,444
2,535,555
Rs. in '000'
Total JDWSML
296,000
846,000
690,000
1,818,760
900,110
200,000
115,130
44,000
50,000
40,000
5,000,000
1,000,000
4,000,000
5,000,000
yOu 0.of Piraf
October 16, 2012
Mr. Muhammad Rafique
Executive Director (Finance)
JDW Sugar Mills Limited
17-Abid Majeed Road
Lahore Cantt, Lahore
Subject: Indicative Offer for arrangement of debt financing for JDW Sugar Mills Limited ("JDWSML")
up to PKR 3,040 Million
Dear Sir,
This is with the reference to the captioned transaction.
We understand that JDW Sugar Mills Limited (hereinafter referred to as "JDWSML" or the "Company")
is in the process of raising financing of up to PKR 3,040 million. The proceeds of the financing shall be
utilized to finance the setup of 02 power units with an aggregate capacity of 52MW at the following
existing factory premises of the Company:
•
•
26 MW at Unit II (formerly United Sugar Mills, near Sadiqabad, District RYK);and
26 MW at Unit III (formerly Ghotki Sugar Mills, District Ghotki) of the Company
(Hereinafter referred to as "Project")
In this regard, MCB Bank Limited ("MCB") and United Bank Limited ("UBL") (hereinafter referred as
"Joint Lead Advisors and Arrangers") are pleased to submit, on best efforts basis, a preliminary
indicative proposal for arranging the following:
•
Facility A: Syndicated Bridge Finance Facility ("SBFF") of PKR 800 Mn exclusive of a green shoe
option of PKR 200 Mn;
Facility B: Letter of Credit Facility ("LC Facility") of
•
PKR 1,250 Mn ; and
•
Facility C: Syndicated Term Finance Facility ("Facility" or "STFF") of PKR 3,040 Mn
(Hereinafter SBFF, LC Facility and SIFF collectively referred to as the "Facilities" or "Transaction").
The terms and conditions are delineated in the enclosed Indicative Term Sheet. This letter and the
attached term sheet are collectively referred to as the "Proposal Documents" or the "Offer".
We believe that the financing requirements are accurately outlined in the Proposal Documents. While
we feel that the structure of the Transaction has been designed according to JDWSML's current financial
requirements, we would be pleased to discuss any particular aspect of the proposal in detail at the
Company's convenience.
This Proposal can be treated as an Expression of Interest by the Joint Lead Advisors and Arrangers to
arrange the subject Transaction. Please note that this Offer is indicative for discussion purpose only and
is subject to the internal credit approvals of the Joint Lead Advisors and Arrangers.
This Proposal is neither an offer to sell nor the solicitation of an offer to enter into the Transaction. The
Joint Lead Advisors and Arrangers and their affiliates may act as principal or agent in similar transactions
or in transactions with respect to instruments underlying the proposed Transaction. The delivery of the
commitment is subject to, among other things, internal credit approvals and to the satisfaction of the
Joint Lead Advisors and Arrangers with the results of its due diligence. Furthermore, and as more fully
1
described in the "Market Flex" section of the Indicative Term Sheet, the terms and conditions of this
Proposal, including the amounts, profit rates, amortization and fees, may be modified or supplemented
by the Joint Lead Advisors and Arrangers at their sole discretion at any time and from time to time
during the course of their due diligence or as a result of changed market conditions or otherwise.
By accepting delivery of these Proposal Documents, you agree that these Proposal Documents are for
your confidential use only and that neither their existence nor the terms hereof will be disclosed by you
to any person other than your officers, directors, employees, accountants, legal counsel and other
advisors, and then only on a "need to know" basis in connection with the Transaction 'contemplated
hereby and on a confidential basis (except that, notwithstanding the foregoing, you may make such
public disclosures as you are required by law, in the opinion of your legal counsel). Your obligations
hereunder with respect to confidentiality shall survive the expiration or termination of these Proposal
Documents.
Please note that these Proposal Documents constitute a proposal for discussion purposes only; they do
not in any way constitute a commitment or an undertaking by the Joint Lead Advisors and Arrangers to
deliver such a commitment by it or third parties.
If this proposal represents a basis satisfactory to you to proceed further, please indicate your
acceptance of the provisions hereof, by signing the enclosed copy of Proposal Documents and returning
it to the undersigned. This Offer is open for your acceptance till October 19, 2012 after which it may be
extended at our discretion.
We look forward to working with you to a successful conclusion of this transaction. Should you have any
queries please do not hesitate to contact any of the undersigned.
Yours truly,
For and on behalf of the Joint Lead Advisors and Arrangers
Amna Faisal
SVP- Head DCM & Syndications
Investment Banking Group
MCB Bank Limited
Ph: (+9221)-32642067
Fax: (+9221-32270105
Hena Farooq
VP- Head DCM & Syndications
Investment Banking Group
United Bank Limited
Ph: (+9221)-32415107
Fax: +92-21-3241-2410
Accepted for and on behalf of:
JDW Sugar ils L mited
Date:
2
yoLl
gitSe
Indicative Term Sheet for JDW Sugar Mills Limited
The terms and conditions set forth in this Indicative Term Sheet are intended for discussion purposes only and are subject, among
other things, to the final expression of the terms of the Transaction as set forth in definitive agreements and/or confirmations and
internal credit approvals of the participating institutions. This proposal is neither an offer to sell nor the solicitation of an offer to
enter into such transactions.
Indicative Term Sheet for JDW Sugar Mills Limited
Borrower /
Customer
JDW Sugar Mills Limited ("JDWSML" or "Company")
Transaction
Summary
JDWSML and its other Group Companies have captive power house with an
installed capacity of approximately 76 MW. Now, JDWSML intends to enhance the
power generation capacity by 52 MW by installing two power units of 26 MW each.
The overall Project Cost is estimated at PKR 3,800 million, to be financed with a
combination of Debt: Equity in a proportion of 80:20.
The details of the same are as follows:
Component
Syndicated Term Finance Facility ("STFF")
Equity (Company's own sources/internal cash
PKR in Mn
Share in %
3,040
80%
20%
760
generation)
Purpose
100%
3,800
Total Cost
The proceeds of the Transaction shall be utilized to finance the se up of 02 power
units with an aggregate capacity of 52MW at the following existing factory
premises of the Company:
26 MW at Unit II (formerly United Sugar Mills, near Sadiqabad, District RYK)
26 MW at Unit III (formerly Ghotki Sugar Mills, District Ghotki) of the Company
Facility /
Transaction
(Hereinafter referred to as "Project").
Facility A: Syndicated Bridge Finance Facility ("SBFF")
Facility B: Syndicated Letter of Credit Facility ("LC Facility")
Facility C: Syndicated Term Finance Facility ("Facility" or "STFF")
Currency
Transaction
Amount
Joint Lead Advisors
& Arrangers
Lenders
Pakistani Rupee ("PKR")
Facility A: Up to maximum of PKR 800 Mn exclusive of a green shoe option of PKR
200 Mn;
Facility B: Up to maximum of PKR 1,250 Mn;
Facility C: Up to maximum of PKR 3,040 Mn;
MCB Bank Limited ("MCB") and United Bank Limited ("UBL")
A group of Consortium of Banks/Fis including, but not limited to Joint Lead Advisors
& Arrangers;
Drawdown
Bullet or in tranches during the Availability Period in terms of and subject to the
conditions as would be specified under the Transaction Documents;
Facility Effective
Date ("FED")
The date of first Drawdown but not later than a 30-45 days from the date of signing
of the Transaction Documents, by which the Conditions Precedents to Drawdown
are satisfied;
,--1,
3
k
i2177 4
NU ',WI
firSe
Indicative Term Sheet Facility A- Syndicated Bridge Finance Facility ("SBFF")
Purpose
Facility Amount
Tenor
Availability Period
Mark-up Rate
The Proceeds of Facility A shall be utilized for the following:
To procure 02 Boilers from Descon Engineering Limited ("DEL") and Heavy
0
Mechanical Company ("HMC") for Unit II and Unit III respectively;
To finance the civil works, electrical work and equipment (other than LCs)
•
of the Project
Up to maximum of PKR 800 Mn exclusive of a green shoe option of PKR 200 Mn
Maximum up to 04 - 06 months from the date of first draw down
Up to 01 month from the FED;
Base Rate plus 2.50% ("Spread") per annum with no floor or cap;
The "Base Rate" is defined as the 3 month Karachi Inter Bank Offer Rate
("KIBOR"). The Base Rate will be set one working day before the first Drawdown
and subsequently on quarterly basis one working day prior to the
commencement of every quarterly period. KIBOR is defined as the Average rate,
Ask Side, for the relevant tenor, as published on Reuters page KIBOR or as
published by the Financial Markets Association of Pakistan in case the Reuters
Security
page is unavailable.
Facility security structure will be finalized after due-diligence. However, the
Facility is to be secured against:
•
Ranking Hypo and Mortgage charge over all present and future fixed
assets of the Company along with a 25% margin;
•
Ranking Hypo and Mortgage charge over all present and future fixed
assets of Deharki Sugar Mills Limited ("DSML") along with a 25%
margin;
•
Personal Guarantees of Mr. Jahangir Khan Tareen and Mr. Ahmed
Mahmud covering the secured obligations of the lenders along with
Personal Net worth Statement.
Disbursement to be made on the ranking charge basis which shall be upgraded
to first pari passu charge within 60 days from the date of first draw down under
the Facility. Company to arrange NOC's / consent from the existing creditors for
the creation of joint pari passu charge in favor of Lenders under the Facility A.
Mark up Payments
Quarterly in arrears calculated from the date of first Drawdown. Mark-up will be
calculated on the basis of actual number of days elapsed in a year of 365 days on
the outstanding balance of the Facility;
Principal
Repayment-
Bullet at maturity;
The take out of the SBFF is to be through the proceeds of the Facility C i.e.
Syndicated Term Finance Facility to be arranged on a best effort basis or from
Company's own sources.
An Event of default under the Facility legal agreement will occur and Facility will
be immediately called off, in the event the Facility A cannot be converted into
Facility C within the maturity profile or settlement by the Company from its own
Advisory &
Arrangement Fee
sources.
0.60% of the Facility Amount which shall be payable by JDWSML in the following
manner:
50% of the fee is payable on the award of the mandate (non-refundable);
•
4
Balance 50% is payable on signing of the Facility Documents;
Facility Agent
MCB Bank Limited ("MCB");
Agency Fee
PKR 1,000,000/- flat payable by JDWSML upon the signing of the Facility
Documents;
Security Trustee
United Bank Limited ("UBL")
Security Trustee
Fee
Facility A —Special
Conditions
Precedents /
Covenants
PKR 500,000/- flat payable by JDWSML upon the signing of the Facility
Documents;
Conditions Precedent to Drawdown to be mutually agreed in the Facility
Documents and shall include, but will not be limited to, the following:
1.
2.
3.
Existing Power Purchase Agreement ("PPA") based on Special Power
Policy ("SPP") between the Power Purchaser (MEPCO, SEPCO and
HESCO- to the extent applicable) and the Company;
Amended / renewed PPA based on Special Power Policy ("SPP")
between the MEPCO and HESCO- to the extent applicable) and the
Company for power purchase of 26 MW existing capacity;
Copy of duly executed Contracts by the Borrower and Equipment/
Boiler Supplier (i.e Descon Engineering Limited ("DEL") and Heavy
. Mechanical Company ("HMC");
4. Company to provide a duly executed copy of engineering consultancy
contract between JDWSML and Consultant EPC contractor (i.e Avant
Grade);
Certified
5.
6.
True
Copy
of
Existing
Generation License from NEPRA;
All the necessary correspondence with
the DISCOs, PEPCO and NEPRA for seeking approvals with regards to the
additional capacity expansion (generation License and tariff etc.) under
N-CPP policy;
8.
Firm Project Equity injection schedule
/plan to be provided the Company duly signed by authorized signatory.
In case Company has already funded the Project from own sources to
be qualified as Equity of the Project, Auditor certificate confirming the
amount of Equity injected into the Project to be provided;
In case Facility C will not achieve
9.
financial close to pay off/ settle the Facility A, Company shall arrange
the repayment of Facility A form its own source.
This offer is being submitted on a best
7.
Facility Documents
efforts basis and is subject to receipt of internal credit approvals of
Joint Lead Advisors and Arrangers/ Lenders under the Facility A;
The Facility Documents shall include but not be limited to the following:
o Syndicated Bridge Finance Agreement;
o Intercreditor Agreement;
o Security Documents;
Legal
o Any document as deemed appropriate by the Transaction
P4
Counsel;
5
y.ou
first
Indicative Term Sheet Facility B- Syndicated Letter of Credit Facility ("LC Facility") of
To establish Syndicated Letter of Credit ("LC Facility") for import of two turbines
Purpose
and other related equipment for the Project of approximately PKR 1,250 million
Tenor
under the Risk Sharing Agreement;
Maximum up to 12 to 15 months from the date of establishment of each LC
Facility (subject to internal credit approvals);
LC Facility Amount
Security
Maximum up to PKR 1,250 Mn;
Facility security structure will be finalized after due-diligence. However, the
Facility is to be secured against the lien over Project/ LC Documents and ranking
charge over present and future fixed asset of the Company;
Letter of Credit ("LC
Facility")
Joint Lead Advisors & Arrangers shall arrange the issuance of Letters of Credit
related to the Project (includes import of turbines and other related equipment).
LC Facility
Commission
Total amount of Facility A and Facility B shall be converted into Facility C and the
debt/equity ratio to remain the same as encapsulated under the above section
of Transaction Summary. Thus, the total funded and non-funded exposure with
respect to the Transaction, not to exceed the outstanding Facility C Amount;
0.15% per quarter payable on the outstanding LC amount.
LC Retirement
Charges
Retirement Charges — 0.05%
Retirement/
Settlement of LC
Facility
The take out of the LC Facility is to be through the proceeds of the Facility C i.e.
Syndicated Term Finance Facility, to be arranged on best efforts basis, or
LC Opening Bank
MCB Bank Limited ("MCB") and/or other banks, subject to internal credit
approvals;
LC Escrow Account/
Forward Contract
The Company to obtain a Forward Contract, if allowed, or else an LC Escrow
Account will be required to be opened and maintained by the JDWSML/
Sponsors with the LC Opening Bank(s);
Facility B- Special
Conditions
Precedents
Conditions Precedent to establish the LCs to be mutually agreed in the Facility B
documents and shall include, but will not be limited to, the following:
Company to ensure the
1.
Company's own sources.
procurement of imported equipment/ turbine from the Chinese or Japanese
supplier;
2.
provide
to
Company
certified true copies of duly executed contracts/ agreements executed in
between the Company and equipment/ turbine supplier;
3.
Providing of a certified true copy of a resolution passed by the Board of
Directors of JDWSML at a meeting duly convened and held authorizing
acceptance of the Transaction on the terms and conditions set out in this
term sheet;
4.
5.
6.
7.
Settlement of the Facility B shall be made in accordance with the
commercial terms of the equipment/ turbine supplier contracts and other
related contracts;
Compliance with SBP regulations relating to import of goods and margins on
LC security;
LC Facility agreement to be executed in between Company and LC Opening
Banks to incorporate the relevant LC terms and conditions;
Total LC Facility Amount
6
+1.
fimf
you
shall not exceed PKR 1,250 Mn ("Upper Limit"). In the event that the Upper
Limit exceed, JDWSML/ Sponsors shall arrange Forward Contract (if allowed)
or it will be required to deposit an amount in the LC Escrow Account up to
the extent of the difference between the Upper Limit and amount in excess
thereof. The LC Opening Bank is irrevocably authorized and instructed to
utilize all proceeds deposited in the LC Escrow Account from time to time
towards retirement of the LC Facility.
8.
Risk Sharing Agreement to
be executed in between the LC Opening Banks and LC participating banks;
Bill of
9.
lading and other
related documents;
Marine
10.
Insurance
(upon
shipment of equipment under each LC);
Performa
11.
Invoices
/
supplier invoices (to the extent applicable);
In case Facility C will not achieve financial close to pay off/ settle the
Facility B and arrange the repayment of Facility A form its own source.
13. Lien over LC Facility documents and creation of ranking charge over JDWSML
fixed assets;
14. Other L/C terms and conditions as deemed necessary by the Joint Lead
12.
Facility Documents
Advisors and Arrangers/ LC opening Banks;
15. This offer is being submitted on a best efforts basis and is subject to receipt
of internal credit approvals of Joint Lead Advisors and Arrangers / LC
opening and LC participating banks under the Facility B;
The Facility Documents shall include but not be limited to the following:
o
o
o
o
LC Facility Agreement;
LC Risk Sharing Agreement;
Security Document/ Letter of Lien ;
Any document as deemed appropriate by the Transaction Legal
Counsel;
Indicative Term Sheet Facility C- Syndicated Term Finance Facility ("STFF") of PKR 3,040 Mn
Purpose
The Proceeds of the Facility C shall be utilized for the following:
to pay off / settle the Facility A;
•
For the settlement / retirement of the LC Facility / Facility B;
•
To partially finance the local procurements, construction and civil works
•
Tenor
of the Project;
Maximum up to 07 Years inclusive of 1.5 years of grace period;
Facility Amount
Effective
Facility
Date
Up to maximum of PKR 3,040 Mn
The date of first draw down but not later than a 30-45 days from the date of
signing of the Facility Documents, by which conditions Precedents to Draw down
Availability Period
are satisfied;
Up to eighteen (18) months from the FED;
Facility security structure will be finalized after due-diligence. However, the
Security
Facility is to be secured by:
•
First Pari Passu Hypo and Mortgage charge over all present and future
fixed assets of the Company along with a 25% margin;
•
First Pari Passu Hypo and Mortgage charge over all present and future
fixed assets of Deharki Sugar Mills Limited ("DSML") along with a 25%
margin;
7
N1U13133.
o
The Collections Accounts shall be opened/ established with the
Collection Bank for the purpose of collecting/ routing the cash flows to
be generated from the Project.
o
Personal Guarantees of of Mr. Jahangir Khan Tareen and Mr. Ahmad
Mahmud covering the secured obligations of the Lenders along with
Personal Net worth Statement.
Collection
Mechanism
Company to arrange NOC's / consent from the existing creditors for the creation
of joint pari passu charge of Lenders under Facility C.
Upon commencement of the Project/ Commercial Operation Date ("COD") of
the Project, cash flows to be emanating from the Project shall be routed through
MCB designated collection accounts, mechanism to be agreed and to be
specified in the Facility agreements.
Collection Bank
MCB Bank Limited ("MCB")
Mark-up Rate
Base Rate plus 2.50% ("Spread") per annum with no floor or cap;
The "Base Rate" is defined as the 3 month Karachi Inter Bank Offer Rate
("KIBOR"). The Base Rate will be set one working day before the first Drawdown
and subsequently on quarterly basis one working day prior to the
commencement of every quarterly period. KIBOR is defined as the Average rate,
Ask Side, for the relevant tenor, as published on Reuters page KIBOR or as
published by the Financial Markets Association of Pakistan in case the Reuters
page is unavailable.
If at any time during the currency of this Agreement, the 3 month KIBOR is
discontinued or 3 month KIBOR ceases to be a realistic representation of the
prevailing cost of funds in the money markets, in the opinion of the Lender(s),
the same would be replaced with a relevant rate of a similar nature or an
alternate basis would be agreed upon for determining the Base Rate.
In the event the Parties fail to agree on an instrument or an alternate basis for
determining the Base Rate within thirty (30) days of receipt of a notice
("Notice") by the Borrower from the Lender(s), the Borrower shall prepay the
entire outstanding Facility Amount within 90 days of the receipt of Notice along
with any accrued mark-up and other charges and expenses
Mark up Payments
Principal
Repayment-
Quarterly in arrears calculated from the date of first Drawdown. Mark-up will be
calculated on the basis of actual number of days elapsed in a year of 365 days on
the outstanding balance of the Facility;
In 22 unequal quarterly installments starting from the 21! month of the first
drawdown. Each installment tranche to be structured keeping in view the
cyclical nature of the sugar industry. Following will be the principal repayment
structure:
Quarter
Advisory &
Arrangement Fee
Principal Installment as %age of
total yearly installment
45% approximate each quarter
cumulatively 90%
05% approximate each quarter
cumulatively 10%
2 quarters falling during crushing
season (commencing Jan - Jun)
2 quarters falling during noncrushing season (commencing JulDec)
100%
Total
1.00% of the Facility Amount which shall be payable by JDWSML in the following
manner:
10% of the fee is payable on the award of the mandate (non-refundable);
■
8
=97====913
0
8
Facility Agent
Agency Fee
35% on receipt of firm commitment from the Lenders under Facility C
Balance 55% is payable on signing of the Facility C Documents;
MCB Bank Limited ("MCB");
PKR 1,500,000/- for the first year payable at the time of signing of Facility
Documents.
PKR 1,000,000/- per annum for the remaining six years of the Facility payable at
each subsequent anniversary of the Facility Documents date
Security Trustee
United Bank Limited ("UBL")
Security Trustee
Fee
PKR 1,000,000/- flat payable first time by JDWSML upon the signing of the
Facility Documents and thereafter on every anniversary thereof;
Commitment Fee
Commencing from the Facility Effective Date, till the end of the Availability
Period, 0.15% per annum, payable quarterly in arrears on the undrawn balance
of the Facility;
Technical Advisor
Facility C -Special
Conditions
Precedents
The Joint Lead Advisors and Arrangers shall require the Borrower to appoint, at
its own cost and payable at actual, an Independent Technical Advisor ("TA") as
appointed by the Borrower. The scope of work of Independent Engineer will be
mutually agreed by the parties.
Conditions Precedent to Drawdown to be mutually agreed upon in the Facility
Documents and shall include, but will not be limited to, the following:
1.
Certified True Copy ("CTC") of power
capacity expansion Generation License from NEPRA under N-CPP Policy and
/or SPP Policy;
2.
3.
4.
Company to provide copies of duly
executed Power Purchase Agreement executed in between Company and
DISCOs (MEPCO, SEPCO and FIESCO- to the extent applicable) for the
additional power to be produced under the proposed Project;
Company to provide the copies of all the
requisite approvals with regards to the additional capacity expansion
(generation License and tariff etc.) under N-CPP policy;
The Borrower shall arrange for auditors
certificate confirming the amount of Equity (20% of Project Cost) injected
into the Project for allowing disbursement under the Facility C on a prorate
basis;
5.
Appointment of Technical Advisor to
provide the Project progress report till the Commercial Operation Date
6.
("COD");
An undertaking from the Sponsors/ Company that in case of any shortfall in
the Facility C, the Sponsors / Company will inject additional equity of an
amount equivalent to the shortfall;
This offer is being submitted on a best
efforts basis and is subject to receipt of internal credit approvals of Joint
Lead Advisors and Arrangers / Lenders under the Facility C;
Sponsor undertaking for providing for
8.
any and all escalation in Project Cost (i.e. on amount of time/cost overrun
including fluctuations in exchange rate).
Financial covenants will include but will not be limited to the following, to be
maintained by JDWSML throughout the tenor of the Facility C. The financial
7.
Financial Covenants
covenants to be calculated on the basis of annual audited accounts.
a)
Minimum Debt Service Coverage Ratio (DSCR)* not to fall below
1.25x during the tenor of the Facility.
9
you
b)
c)
d)
ifse
Minimum Current Ratio: Minimum Current Ratio of 0.75:1
(including current portion of long term liabilities) is to be
maintained by JDWSML during the first two years, which shall be
increased to 0.9:1 for the remaining tenor of the Facility.
Long Term Debt:Equity Ratio: Not to exceed 60:40 at any time
during the Tenor of the Facility. (Debt will be defined as all interest
bearing long term debt including finance lease and current portion
of the long term debt and lease finance )
Total Debt to Equity Ratio: Not to exceed as per the 'following:
B
0:20 during the first two years of the tenor of the Facility.
0
0:30 during the remaining tenor of the Facility
DDebt will be defined as all interest bearing short and long term
debt including finance lease and current portion of the long term
e)
debt and lease finance)
Leverage Ratio: To be discussed and finalized as part of Facility
f)
Documents. (Total Liabilities / Equity)
Interest Coverage Ratio ("ICR")**: not to fall below 1.50x during
the entire tenor of the Facility.
The Company shall not declare any dividends in case of breach in
financial covenants. In case a dividend has to be declared despite a
breach the Borrower will be required to approach Lenders for
consent and such consent will not be unreasonably withheld.
h) Dividends cannot be paid from the Reserves of the Company as of
30th Sept, 2011, during the entire tenor of the Facility.
*{DSCR will be calculated as (Earnings before Interest, Taxes, Depreciation and
Amortization) divided by (current maturity of long term debt as mentioned in
the accounts of last year (including any lease liabilities) and financial charges of
g)
current year))
**{ICR will be calculated as (Earnings before Interest, Taxes) divided by financial
Operational
Covenants
charges of current year)
JDWSML to ensure meeting the following operational Covenants during the
tenor of facility:
1.
Existing and additional power capacity expansion Generation License from
NEPRA will remain valid and in force during the entire tenor of the Facility;
2.
No change in Shareholding Structure of the Company without prior consent
of Financiers. Any proposed change in ownership will require prior written
approval of Lenders. In any case, the Company will be required to maintain
minimum 51% shareholding by the majority sponsor throughout the Tenor
3.
4.
5.
6.
of the Facility.
Company to provide a Project progress report on a semiannual basis to be
issued by the Independent engineer/ Technical Advisor;
Borrower shall not enter into any agreement for the merger or disposal of
its fixed assets without prior written permission of Lenders.
Borrower shall not create any encumbrance with respect to the security,
which may rank superior or pari passu with the Security created in favor of
the Lenders under the Facility documents without prior approval of the
Lenders.
JDWSML shall ensure that all license, approvals or consents necessary for
10
QJLR.
fing
carrying out the business and operations shall remain valid and in force
7.
during the entire tenor of the Facility;
All required insurances are in full force and effect at all times during the
Facility Tenor;
Facility Documents
The Facility Documents shall include but not be limited to the following:
o Syndicated Term Finance Agreement;
o Intercreditor Agreement;
o Security Documents;
o Any document as deemed appropriate by the Transaction Legal
Counsel;
COMMON TERMS AND CONDITIONSPre-payment
Prepayment can be made only after the expiry of Grace Period, with thirty days'
(30) prior written notice to the Facility Agent which notice, once given, shall be
irrevocable. Pre-payment will be allowed only on Profit payment/installment
payment dates and in integral multiples of PKR 500 million. A prepayment price
equivalent to 0.25% will be applicable to the amount being prepaid;
Insurance
Borrower shall insure and always keep insured all its assets (and all additions
thereto) against all reasonable risks including but not limited to loss or damage by
fire, explosion, and strike damage, malicious damage, atmospheric damage, and
impact damage with a well reputed insurance company or companies, to produce
the policies of such insurance to the Agent, if required, to duly pay or cause to be
paid the premium and other sums of money payable in respect of such insurance
and if required, to produce the Agent receipts for the same within fifteen (15) days
of the same becoming due and to assign the policies of insurance in favor of the
Lenders (marked as co-loss payee) to the extent of the amount from time to time
due to the Lenders hereunder, and to cause the notice of the interest of the
Lenders to be noted on the policies of insurance.
Transaction Legal
Counsel
Transaction Legal Counsel will be appointed with mutual consent;
Legal Counsel Fee
To be billed at actual;
Legal & Other
Professional
Services
The Joint Lead Advisors & Arrangers shall, in consultation with JDWSML, engage for
the benefit of Lenders such legal and other professional services as are required. All
legal and other professional service expenses/charges shall be borne by JDWSML
and will be payable at actual whether or not the transaction proceeds to signature.
The Lead Advisor & Arranger shall negotiate the engagement terms with the
service providers accordingly;
Out of Pocket
expenses
Based on actual and to be billed to the Borrower. Out-of-pocket expenses include,
but are not limited to, travel, accommodation, utilities, printing, tomb stones etc.
Out of pocket expenses will be capped at PKR 500,000/-. However, any increase to
be agreed in advance with JDWSML;
Government Excise,
Levies and
Surcharges
JDWSML shall pay all excise, levies, stamp duties, other duties or surcharges
Common
Conditions
Precedents /
Terms- Facility A
Conditions Precedent to Drawdown to be mutually agreed upon in the Transaction
Documents and shall include, but will not be limited to, the following:
payable in connection with the Transaction;
1.
All authorizations required by JDWSML in connection with the execution,
11
MAS
IC
delivery, validity or enforceability of the legal documents, the granting of
authority to an authorized officer or authorized officers to execute and deliver
the legal documents or any other document or notice in connection therewith,
and the performance of JDWSML of all of its obligations under the legal
and C
documents have been completed;
2. Providing of a certified true copy of a resolution passed by the Board of
Directors of JDWSML at a meeting duly convened and held authorizing
acceptance of the Transaction on the terms and conditions set out in this term
sheet;
3. Receipt of a legal opinion from the Transaction Legal Counsel of the Lenders,
confirming inter alia the validity, enforceability and binding effect of the
obligations of JDWSML under the Transaction Documents, in form and
substance acceptable to the Lenders;
4. Full compliance with all Prudential Regulations and all other laws of Pakistan;
5. Execution and delivery of all Transaction legal and security documentation
required for a Transaction of this nature in form and substance satisfactory to
Lenders and Joint Lead Advisors and Arrangers;
6. Comprehensive insurance of all assets to be mortgaged/pledged as security in
this Transaction shall be placed in favor of the Lenders;
7. All cost overruns (including but not limited to time/cost/exchange rate
fluctuation) under the Project are to be borne by the Company via additional
equity injection;
8. Company to provide the latest available valuation report of JDWSML from a
valuator acceptable to the Lenders and Joint Lead Advisors and Arrangers;
9. Company to provide acceptable financial projections covering the entire tenor
of the Transaction;
10. Submission of the documents including but not limited to the following to the
Agent for circulation amongst the Lenders:
a. SECP certified Memorandum & Articles of Association (or equivalent
identification documents) of the Borrower;
SECP certified Certificate of Incorporation;
SECP Certified Form 29;
CNIC copies of all directors duly attested by the Company Secretary;
b.
c.
d.
e. SECP certified Form A;
f. Company Secretary certified List of Authorized Signatories;
g. Company Secretary certified List of Directors;
h. Duly filled, signed and stamped Borrowers Basic Fact Sheet;
i. Loan Application Form;
Undertaking for Appropriate Utilization of Funds;
j.
11. Payment of all fees, costs and expenses (including but not limited to
Arrangement Fee, Agency Fee, Lawyer Fee etc.);
12. Any other waiver required from State Bank of Pakistan or any other regulatory
body by the Lenders to participate in the Transaction to be obtained by
JDWSML;
13. Any other Conditions Precedent / Term that is required by the Lenders /
Transaction Legal Counsel;
General Terms-
8.
9.
This offer is being submitted on a best efforts basis and is subject to receipt of
internal credit approvals of Joint Lead Advisors and Arrangers under the
Transaction;
Completion of due-diligence to the satisfaction of the Joint Lead Advisors and
Arrangers and Lender;
10. Any duty/surcharge/tax of whatever nature levied by the Government at any
time until full and final settlement of Transaction will be borne by JDWSML;
12
Nat 7: I 3.
you ■
-..Ltynt■
11. Compliance with the Prudential Regulations of the State Bank of Pakistan
unless waivers are in place;
Cross
default to be applicable with respect to the obligations of the Company;
12.
13. Borrower to submit un-audited quarterly and half-year accounts within 90
days of quarter end and half-year end respectively; and annual audited
accounts within 120 days of the financial year-end;
14. The contents of this term sheet are for your confidential use only and that
neither its existence nor the terms hereof will be disclosed by you to any
person;
Sell-Down Clause
The Lenders may sell-down all or part of their participation in Facility Amount to
any other financial institution of their choice before or after signing of the Facility
agreements without JDWSML's consent. The Company will execute all such
documents as may be reasonably required and cooperate in all matters related to
such sell-down. All costs, expenses and other charges will be on account of the
Market Flex
JDWSML hereby agrees that the Joint Lead Advisors and Arrangers have the right at
any time to request for change of any or all of the terms, structure, tenor and
pricing of the Facility, if such changes are advisable in the judgment of the Joint
Lead Advisors and Arranger s to ensure a successful placement/syndication of the
Facility,. If the Joint Lead Advisors and Arrangers determine such changes are
necessary, they will consult with the borrower for a period of up to 5 business days
about such changes. If JDWSML does not accept such changes after such period
and mutual agreement is not reached, the Joint Lead Advisors and Arrangers and
JDWSML will be entitled to terminate the offer hereunder.
Market Out
To ensure an orderly and effective placement of the Facility, until the termination
of this arrangement (as determined by the Joint Lead Advisors and Arrangers),
JDWSML will not permit any of its affiliates to syndicate or issue, attempt to
syndicate or issue, announce or authorize the announcement of the syndication or
issuance of, or engage in discussions concerning the syndication or issuance of, any
debt facility (including the establishment of a series of bilateral arrangements and
any renewals thereof) in the commercial bank, investment bank, non-banking
financial institution or capital markets, without the prior written consent of the
Joint Lead Advisors and Arrangers. Such consent shall not be unreasonably
concerned financial institution(s);
withheld;
Indemnification
Until signing of the Facility Documents, the Borrower shall indemnify and hold
harmless the Joint Lead Advisors & Arrangers/ Lenders/ Agent and each of their
directors,
subsidiaries and affiliates and each of their respective officers,
employees, agents, advisors & representatives (each an "Indemnified Party") from
and against any and all claims, damages, losses, liabilities, costs & expenses
(hereinafter collectively referred as "Claim"), joint and several, that may be made
against, incurred by or awarded against any Indemnified Party, in each case arising
out of or in connection with or relating to performance of the Indemnified Party
under the Facility Documents, except to the extent such Claim(s) have resulted
from such Indemnified Party's gross negligence or willful misconduct. Facility
Documents shall incorporate usual and appropriate indemnities in favor of the
Taxes
Under the terms of this Facility, payment of principal, markup / profit, fees and all
other amounts payable by Borrower shall be made free and clear of taxes, withholdings and duties of any nature whatsoever (other than taxes directly related
to the income of Lenders) to the end, the payment in each case to Lenders will be
grossed up in the event any such deduction or withholding is required to be made
from any such payment so that Lenders will receive the amount it would have
Lenders;
13
you 4co:t?• firsf
received had no such deduction been made;
Payments
Payments of all dues under the offer will not be subject to counterclaim or setoff
for, or be otherwise affected by, any claim or dispute relating to any matter
whatsoever and all such payment shall be made in immediately available free and
clear funds without deduction for or on account of any present or future taxes,
charges including federal excise duty, deductions or withholdings;
Co-Option
The Joint Lead Advisors & Arrangers reserves the right to co-opt any financial
institution(s) of its own choice in order to successfully close the mandate. The cooption would be at the expense of the Joint Lead Advisors & Arrangers and would
not affect the overall cost of the Transaction to the Company;
Material Adverse
Change
The terms and conditions herein and Joint Lead Advisors and Arrangers obligations
to arrange the Transaction are subject to, in the opinion of the Joint Lead Advisors
and Arrangers: (1) there being no material adverse change in the domestic or
international money and capital markets, or in the bank syndication market; (2)
there being no material adverse change in the business activities and credit
standing of the Borrower (or any of its shareholders, or subsidiaries) since the date
of last audited financials; (3) there being no material adverse change in the sociopolitical and economic situation of Pakistan which could adversely affect the
successful completion of this transaction.
Confidentiality
The cOntents of this term sheet are for your confidential use only and that neither
their existence nor the terms hereof will be disclosed by you to any person;
Validity
These terms are effective till October 19, 2012 unless mutually agreed for validity
extension between JDWSML and the Joint Lead Advisors and Arrangers;
Governing Law
The Transaction Documents will be governed by and construed in accordance with
the laws of the Islamic Republic of Pakistan and non-exclusive jurisdiction of the
ixt
Pakistan courts;
Please note that the above is not a comprehensive statement of all applicable terms and conditions.
Accepted and agreed on this
day of
, 2012.
For and on behalf of JDW Sugar Mills Limited
14
Page 1 of 2
Alternative Energy Development Board
Alternative Energy Development Board
Ministry of Water and Power
Government of Pakistan
Home
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The Economic Coordination Committee of the Cabinet (ECC) in its meeting
held on 6 March 2013, approved 'Framework for Power Cogeneration 2013
Bagasse and Biomass' as an addendum to the Renewable Energy Policy
2006. This framework shall be effective for all high-pressure cogeneration
projects utilising bagasse and biomass.
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The ECC also approved the following:i)The scope of the Renewable Energy Policy 2006 shall include Bagasse /
biomass / Waste-to-Energy, Bioenergy.
ii)The Renewable Energy Policy 2006 to be extended and continued for an
additional five years w.e.f 06 March 2013.
Frame Work for Power Co-Generation 2013 (Bagasse / Biomass)
a) The Power Producer shall, under the provisions of the AEDB Act 2010.
Renewable Energy Policy 2006 & this framework approach AEDB. AEDB
shall act as the coordinating agency for high-pressure (minimum 60 bar)
bagasse / biomass based projects. The Power Producer may establish the
project as part of an existing sugar mill or as a separate entity.
b) Upfront tariff for bagasse / biomass based cogeneration projects to be
determined by NEPRA.
c) Tariff shall be on a per unit basis for energy delivered to the grid
d) The Power Producer shall have the option to opt for Upfront tariff.
e) Power Producers shall have the option to offer energy to the respective
DISCOs at 11 kv or 132 kv, or to the CPPA at 132 kV, provided that the cost
of interconnection, grid station upgrades, etc. for power evacuation shall be
incurred by the respective DISCOs.
f) It shall be mandatory for the Power Purchaser to evacuate all the energy
offered to it by the Power Producer, failing which such plants shall be
deemed to have dispatched and sold the energy to the Power Purchaser. The
CPPA shall bill the payment against such unevacuated energy to the DISCo
concerned. However, no liability shall occur to the CPPA / DISCO in case of
a Force Majeure event.
g) Standard bankable EPA & IA documents will be prepared and provided to
the Power Producer by AEDB.
h) AEDB shall issue Letter of Intent (L01) on the basis of standard proposal
submitted by the project proponent. There shall be no requirement for a
feasibility or firm costs in case of upfront tariff. The Power Producer shall
approach NEPRA for issuance of Generation License after issuance of the
LOI.
i) Power Producers will be required to submit Grid Interconnection Studies &
Initial Environmental Examination Reports to relevant agencies /
departments. (Copies of the reports and approvals to be provided to AEDB).
j) AEDB shall issue LOS upon the Power Producer's acceptance of the tariff
http://www.aedb.org/frameworkbagase.htm
22/06/2013
Page 2 of 2
Alternative Energy Development Board
determined by NEPRA.
k) All financial and fiscal incentives available to renewable energy projects as
per clause 8.6 of Renewable Energy Policy of 2006 (which are deemed to
form part hereof) shall be applicable to all the power projects implemented in
terms hereof and shall be notified under relevant laws accordingly. For this
purpose, power generation units of sugar mills shall be considered a separate
entity. Clause 8.6.1 (ii) of the Renewable Energy Policy 2006 shall be
applicable only to units of electricity sold to the grid.
I) This framework shall be applicable to all bagasse / biomass based projects
commissioned after January 2013.
m) Wheeling shall be an option for Power Producers as allowed in the
Renewable Energy Policy of 2006.
n) Fo lowing timeline shall be followed for this policy
Maximum Time
S.No Activity
I
Power Producers to submit request
for Letter of Intent (L01) with
Standard proposal document and
bank guarantee to AEDB
2
i) 7 Days for sugar mills
ii
ii) 30 Days for other entities as
Issuance of Standard LOI by AEDB per
procedure described in
Renewable Energy Policy 2006.
3
4
5
6
8
Generation License to be issued by
NEPRA.
Acceptance of Upfront tariff to the
project
NTDC to approve Grid
Interconnection study.
Issuance of LOS by AEDB upon
submission of Performance
Guarantee by Power Producer.
Energy Purchase Agreement
Finalization.
Signing of Implementation
Agreement
http://www.aedb.org/frameworkbagase.htm
10 Days
10 Days
30 Days after submission of
Grid Interconnection Study to
the relevant agency by the
Power Producer.
15 Days
30 Days
15 Days
22/06/2013
• %1M sla *ALA..
Goverment of Pakistan
'Ministry of Water and Power
Mternative Energy Development Board (AEDB)
H No 03, Street # 08, P-813, Islamabad
Tel: 051-926294749 Fax! 051-9262977
•-••••....•••••••••
...*•••••••••■■
March 22, 2013
Eifar21/2012A6o 1E
Attention.
Chairman P MA
'Subject'.
FAST TRACK DEVELOPMENT OF POWER PLANTS FROM SUGAR
INDUSTRY WASTE UNDER FRAMEWORK FOR POWER COGENERATION 2013 (BAGASSE/FROMASS)
Dear Mr, Shonaid Qureshi,
1.
Please find attached 'Policy Framework for ?OM= Co-Generation 2013" approved by ECC
for your information and further necessary aCtiOn.
VOurs S incuTely
Bashir)
(Engl.. Dr, Basharat
Director General (B&W)
Cc:
1. CEO AFDB, Islas bad
2. Chairman, National Electric Power Regulatory Authority, Islamabad.
3. Managing Director, National Transmission & Despatch. Company, Islamabad.
4, Joint Secretary (E&D), M/ Water & Power, Islaraabad,
5, Joint Secretary (Power), Ministry of Water & Power, Islamabad.
6, Principal Advisor, GiZ, Islamabad
7. Chief Operating Officar, IOW sugar Mills, Lahore.
t3, PS to Secretary, IWo Water &. Power, Islamabad.
9. PS to Additional Secretary, Mb Watcr & Power, Islamabad.
Government of Pakistan
Ministry of Varnt3r & Powur
SUMMARY FOR THE
ECONOMIC COORDINATION COMMITTEE (ECC)
Subject
FAST R CK VELOPM T OF DIOMAS
Sugar mills in Pakistan arcs currently using bagass-e, a renewable
fuel produced as a by-product in the sugar manufacturing process, inefficiently in
low-pressure 23 bar based power systems, whereas other 'countries haue
abandoned Caw-pressure boilers and switched to high-pressure bolters (rrilniinurn
60 bar) in cogeneration power systems. Resultantly, sugar mills in Pakistan are
unable to produce meaningful surplus electricity far export to the grid
2,
Sugar mills in the country generally operate for 120 days during the
winter months fiom November through April. Pakistan's power generation
capacity is at the lowest during these incNritia due to water and gab shortages.
Additional power generation through a focal renewable biomass fuel will not only
help the country ruse its chronic power shortages during this critical period but
also srri've precious foreign exchange spent or import of furnace oil, Furthermore,
efficient use of a biomass fuel like bagasse is environmentally friondly and would
help mitigate greenhouse gas emissions frown the country's power sector.
3.
The combined crushing capacity of the various sugar mills located
in the country is more than 590,000 tons per day, Pakistan crushed 48,240,000
tons of sugar cane during the last crushing $43119Safl (2011-14 which yielded over
15 million tons of bagasse assuming 32% fiber on cane. The amount of bagasse
produced by sugar mills has the potential to generate between 2,000 to 3,000
MW depending on plant parameters,
generation through local, renewable bagasse would
PC4031
generate ridge savings. On current HFO price of US$ 700 per ton, the country
save more than US$ 500 miltion am, od iv in fuel cost (US$ 15 billion over 30
-,11
vd
years)
it 2,000 10\14 cS generated by cheaper bagasse instead of HFO. Additional
foreign exchange savings for the country, through the use of an indigenous fuel
instead of imported H.F0 will be mote than US$ 1 biilirin annually (US$ "..i0
over 30 years).
'nigh-pleasure co-generation,
in order to tap the sizable potential of
introduced the National Poiicy for Power
5.
Power
the Ministry of Water and
Cogeneration by Sugar Industry in 2008 (the 'Cogeneuation Policy of 7008;) alter
approve'. from the ECG. Although a '0011-interitioneb initiative, no power plant has
matenallzed under tnis policy en account of different shortcomings (Annexure-A).
An alternate Olcy option is provided by the Policy for Development of
Renewable Energy tor Power Generation, 2006 (the "Renewable Energy Policy
2006") administered by the Altemative Energy Development Board. IAEDM.
the Renewable Energy Polly 2006 has lapaed and no succeeding
However,
proved, which is• a point of serkods concern for
renewable policy has yet
renewa'oteiallernative e.riergY project sponsors, Further, the Renewable Energy*
and smelt hydro power plants,
solar
Policy 2006 is speciticailly designed for wind,
Biomass is currently not Included in the scope of this polAicy arid its provisions do
and characteristics of bagassetiorriass
configuration
unique
the
not cater to
based cogeneration proiects,
pressure cogeneration
vast potential of highkeeping In view the
6.
projects, particularly this availability In winter, end the shortcomings of eyisting
that an addendum be Issued to the Renewable
policy framework, it is P'
Energy Policy 2006 to provide a specific policy framework for such projects. The
frameworic has been prepared alter detailed consultation with all stakeholders.
sugar mill associations sod their representatives and relevant government
Le,
agencies./ departmants.
,accordingly, the following proposals are submillted for consideraton
7
approval:
The enclosed °Framework for Power Cogeneration 2013
Magesse I BiornessY (Annexere-8) may be approved as an
addendum to the Renewa'bie Energy Policy 2006 This
framework shall be effective for all high-pressure cogeneration
proJects utilizing bagasse / biomass
ri. The scope of the Renewable Energy Policy 2006 may be
amended to included Bagasse / biornassiwaste to energy,
bioenergy.
iii. The Renewable Energy Policy 2006 may be extended and
continued for an additional live years as of this date,
8
The fylinister for Wale( and Power hoe seen and authorized
submission of this summary.
,-414.6a04/0
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Islamabad, the March ,,5. 2013
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Annexkler- i
'OliVERCO-O.ErfERATt 20
ft)
The Power Prodoser
Policy 2006 & this fr
air high-pressure (ma
may establish the prof
131DNIAS
tall. under the provisions of the AFID14
2010,. Renewable Energy
mcwork approach ALDB. AtErm. shn1l ilAg EIS the coordinating agency
iniurn 60 bar) bagasse I biomass based projects. The Power 'Producer
ct as part or an existing sugar mill or 35 a separate entity.
b) Upfront tariff' for bag se / biomass based cogeneration projects to be determined by NEPRA.,
c.) Tariff shall he on a pc unit basis for energy delivered to the grid.
4) The Power Producer s all have the option t' opt tat Opfront
tariff,
e) Power Producers shut have the option to after energy to the respectivabiSCOs at 11 kV or
132 kV, or to the CP A al 132 .kV. provided that the cost or interconnection, grid station
upgrades. c.W. for paw r evacuation shall be incurred by the respective DISCOs,
1) II shall be mandatory ire the Power Purchaser to CIINCUIMC
the energy offered lo it by the
Power Producer. fail.'
which such pfatils shall be deemed to have dispatched and sold the
energy to the Power
rehaser. The CPPA 'shall bill the payment ,against such unevacuated
energy to the DISCO •ortcerned, llowever, no liability shall occur to the CPPA/DISCO in
case of a Force tviajeu
vent.
StIndenti bankable EF A &. IA documents will be prepan;:d
Producer by ARDI3.
ri.;v,ded to the Power
It) AEDL3 shall issue Lett' r of Intcna fl.01) on the basis- of sbindard proposal submitted by the
project proponent, Tit
shall be no requirement for a feusibilit}, or than costs in eitsc or
upfront tariff The Pow r Proch:,ner
shall approach NE PRA fof issuance Of Generation License
alter 'issuance of the L
1) Power Pnaduceis will
be required to submit Grid Interconnection Studies &
Environmental Estoril' ion Reports to relevant agencies f departments, (Copies of
the
and approvals to be pro idol to MD).
j)
AEDB shall issue LO
NEPRA.
lniiial
reports
upon the Power Producer's acceptance of die tariiT determined by
k) Financial and fiscal in
ritives available to renewable energy projects as per clause 8,6 of
Renewable Energy Poli
v of '201)6 {which are deemed toll..in part hereof) shall be applicable
to all the power pro.*
implemented in !cram hereof and shall he notified under relevant
laws accordingly, For th
s purpose, power generation units of sugar nails shall be considered a
separate entity. Clause a 45.1
(ii) 0/the Renewable Energy Policy 20Chi shall be applicable only
111 killitS Of electricity sot to lhe grid.
) This framework shalr be
Ipplictthle to all bagasse? biorriuss based projects commissioned after
January 29113,
rn) Wheeling, shall be an optio for Power Producers as allowed i a the Renewable Energy Policy
2006.
n) Following timelines shall b followed for this policy:
2
Activity
Max i mine 'Time
Power Producers o submit request for Letter of Intent
(101) with Stan.- cl proposal document and Bank
Guarantee to AB. B
Issuance of Stand rd LO1 by AE B.
i) 7 days for sugar mills
ii) 30 days for other
entities
per
as
procedure described in
Renewable
Energy
Policy 2006.
Generation Licen
to be issued by NEPRA.
t 0 days
Acceptance of Up ont tariff to the project.
10 days.
5
NTDC to approve Grid Interconnection Study.
30
days
after
submission of Grid
Interconnection Study
to the relevant agency
by the Power Producer.
6
Issuance of 10.. by AIMS upon submission of 15 days
Performance Guarantee by Power Producer,
Energy Purchase greement ftnalizafion,
30 days
ll
Signing of Irnp]en ntation Agreement.
15 days
GSM Sugar Mills 1
Bagassse Based Cogeneration
Concept Note on the Proposed Cogeneration Plant at GSM
Introduction:
Gotki Sugar Mills (GSM) belonging to the JDW group owns and operates a sugar mill with the present
crushing capacity of 11,000 TCD. With a good cane potential in the mill command area, the company is
planning to enhance the crushing capacity to 12,000 TCD in the next year. Under the present operating
conditions, the entire steam and power requirement of the sugar mill are being met by the boilers and
turbogenerators already installed in the sugar mill. The mill has Three (3) boilers, each with the capacity
of 80 TPH and three (3) turbogenerators, each with the capacity of 6 MW, for meeting the internal steam
and power requirements. The boilers are with the outlet steam parameters of 24 bara and 350 Deg.C. The
three turbogenerators are of the backpressure type and the steam supplied from the boilers is exhausted
from the turbines at about 2.2 bara. The cane crushing mills and the shredder, which is a cane
preparatory system equipment, are driven by steam turbines which are supplied with the steam generated
in the boilers and the exhaust steam from the drive turbines, at about 2.2 bora is taken to the sugar
process. Presently the process steam consumption is around 45% on cane. The cane being crushed by the
sugar mill has a high fibre content and the bagasse percentage on cane is an average of 32%. The sugar mill
crushes for a period of 120 days in a year. With the existing system of power generation, GSM presently
exports about 7 MW of electrical power to the grid.
Proposed Cogeneration at GSM and the Technology:
GSM would like to go for high pressure Cogeneration in the sugar mill with the aim, of enhancing the power
export to the electricity grid during the crushing season and to continue with the power export also during
the off-season. The cogeneration project will be implemented immediately with the sugar mill's crushing at
12,000 TCD. Considering the fact that the Cogeneration program will be financially viable and also
attractive to the off-taker only if the plant runs for a longer period, both during the season and for a
substantial period in the off-season, the proposed Cogeneration program will incorporate an extraction
condensing turbogenerator. The provision of the extraction condensing turbine will enable the
Cogeneration plant to operate in the condensing mode, with the saved bagasse, during the off-season. The
Cogeneration program will be based on the technology of direct combustion of bagasse in the boiler for the
production of steam and will employ steam turbogenerators to convert the thermal energy in steam into
electrical energy. Considering the current experience of the Pakistan sugar industry, GSM would like to
adopt a Cogeneration system with the boiler outlet steam parameters of 67 bara and 485 Deg.C. Adopting
the above parameters will, enable the procurement of the boiler from indigenous sources and will make the
operation reliable with the present level of O&M skills available within the country.
Sizing the GSM Cogeneration :
The Cogeneration program will be implemented with the mill crushing capacity at 12,000 TCD. With 12,000
TCD or 500 MT per hour crushing and with 45% on cane process steam requirement, the actual steam
requirement comes to about 225 TPH. With the bagasse percentage on cane at 32%, the actual bagasse
generation in the mill will be 160 TPH. Providing about 5% of the bagasse generated for vacuum filtering
and for meeting the start up requirements and losses, the bagasse available for use in the boilers will be
152 TPH. GSM will continue to operate all the mills and shredder with steam turbine drives. Two of the
existing three 80 TPH, 24 bara and 350 Deg.0 boilers will be in operation and all one of the existing 6 MW
backpressure turbogenerator will be in operation. The 2x80 TPH boilers, generating an aggregate steam
quantity of 140 TPH, will feed the drive turbines and the 6 MW TG and the exhaust of the turbines at
about 2.2 bara will be taken to the process. With 140 TPH of the process steam coming from the existing
boilers, the balance 85 TPH of the process steam will be provided from the new Cogeneration plant.
The Cogeneration program will add a 140 TPH boiler with the outlet steam parameters of 67 bara and 485
Deg.0 and a 26 MW extraction condensing turbogenerator. The Cogeneration steam cycle will be designed
with a deaerator operating with an outlet feed water temperature of 125 Deg.C. The turbine will be
designed with a controlled extraction at 2.5 Bara to meet with the process steam requirements of the
Avant-Garde
GSM Sugar Mills
Bagassse Based Cogeneration
sugar mill. The controlled extraction from the turbine will provide 103.7 TPH of 2.5 bare steam at about
130 Deg.C. Out of the 103.7 TPH of extraction, 85 TPH will go to the sugar process, 8 TPH will go to the
deaerators of the 2x80 TPH boilers and the balance will go to the deaerator and the steam air preheater
of the 140 TPH boiler.
With about 5.5 MW of power generation from one of the operating 6 MW (existing) backpressure TG, and
with 25.6 MW of generation in the new extraction condensing TG, the gross power generation in the sugar
mill will be 31.1 MW. The 140 TPH boiler will be generating only 133.8 TPH to meet with the requirement of
the 26 MW TG. The sugar mill operating at 12,000 TCD crushing, with steam turbine driven mills and
shredder, will need 7000 kW of power for its operation. The new 140 TPH boiler and the 26 MW
extraction condensing TG system will consume an auxiliary power of 2300 kW. With the gross power
generation of 31,100 kW and with the in-house power consumption at 9,300 kW, the electrical power
export during the crushing season works out to 21,800 kW. With 90% capacity utilization, the electrical
energy export during the season of 120 days works out to 56.51 Million Units.
With the availability of 152 TPH of bagasse, the bagasse consumption in the 2x80 TPH boilers and the 140
TPH boiler will be 128.2 TPH. This leaves a saving of 23.8 TPH of bagasse. For 120 days of crushing
operation and with 90% capacity utilization, the saved bagasse at the end of the season will be 61,690 MT.
Operating in the condensing mode in the off-season, the 140 TPH boiler and 26 MW TG, will generate a
gross power of 26.35 MW. The 140 TPH boiler actual steam generation will be 104.5 TPH under this mode
of operation. With 1000 KW power supply to the sugar mill, for maintenance and with 2000 kW of auxiliary
power consumption in the 26 MW plant, the exportable power during the off-season works out to 23,350
kW. The bagasse consumption in the boiler during the off-season operation will be 45.4 TPH. The saved
bagasse of 61,690 MT will enable the 26.35 MW plant operation for 56 days. The exportable electrical
energy for the 56 days of off-season operation will be 28.24 Million Units.
Work to be done in the Sugar Mill:
Stabilizing the crushing at 12,000 TCD and maintaining the process steam consumption at 45% is very
important for the successful operation of the Cogeneration plant. There will be no modification to the
drives of the mills and the shredder. Attending to the existing 80 TPH boilers and ensuring an aggregate
generation of 140 TPH from two of the three boilers will be important. One of the 6 MW TG set shall also
be attended to for continued operation. It is also important to monitor the plant electrical power
consumption and maintain the same at 7000 kW which include the power consumption of the sugar mill and
the auxiliary power consumption of the 2x80 TPH boiler. Getting bagasse from nearby mills, if possible will
also increase the off-season operation days which will improve the viability of the project.
5.Balasubramanian
Avant-Garde
2
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GOVERNMENT OF PAKISTAN
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[ Under Section 32 of the Companies Ordinance, 1984 (XLVII of 1984)]
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Company Registration No. L 02 480
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41 is this day incorporated under the Companies Ordinance, kti)'ll
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Certificate 'Of Incorporation
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JOINT REGISTRAR OF COMPANIES
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:-.-112INT REGISTRAR OF GOMPANI
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. COMPANYWEGISTRATFON aFFICE
LAHORE.
JDW Sugar Mills Ltd. (Unit-Ill) Ghotki
Detail of Residences/Accommodations
1. Guest House
-
08 Rooms
2. B-Type
-
03 Houses
3. C-Type
-
10 Houses
4. D-Type
-
15 Houses
5. Officer's Hostel
-
25 Rooms
6. Supervisor's Hostel
-
46 Rooms
7. Labour Barracks
-
22 Rooms
JDW SUGAR MILLS LTD.(UNIT - III) GHOTKI
I I I 111111
II I
IOU': I
•
GHOTKI BY PASS
ELECTRICAL SAFETY PLAN
Bagasse Based Co-Generation
Power Plant
Prepared by Fire & Safety Department
JDW Sugar Mills Ltd. Unit-3
Ghotki
General
Electricity is often referred to as a "Silent Killer" because it cannot be seen, heard
1.
or smelled. It is essentially invisible. Electricity has long been recognized as a serious
workplace hazard exposing employees to electric shock, electric arc-flash and electrical
arc-blast alongwith physiological effects on human body. Electric shocks can result in
electrocution, serious burns or falls that results in additional injuries or even death. The
other injuries could be from electric arc flash & electrical arc-blast. There are several
hundred workers injured or killed each year due to inadvertent contact with energized
conductors.
The three stages of electric power supply i.e. generation, transmission &
2.
distribution involves distinct production processes, work activities & hazards. The
hazards of electric power generation could include explosions and burns resulting from
unexpected equipment failures. Major hazards presented during the transmission are
electrical & results in serious injury or death. Whereas, hazards in distribution are also
electrical in nature. Over the years, rate of fatalities and injuries in Power Sector have
decreased due to awareness, training and following the Standard Standing Operating
Procedures/Plans. Now, it is much safer work environment in the Power Generation
Sector.
Hazards
3.
Following are hazards which results in large number of deahs/injuries:a.
Direct Contact With Electricity
Electric shocks and burns accounts for thousand of injuries & many
deaths every year. Electric injuries are generally attributed to electric
shock injuries.Besides this, arc flash burns results in nearly three quarters
of all electric injuries.
b.
Boiler Fires and Explosion
Boiler accident in the power industry are still common and result in a large
number of workplace injuries. The causes of accident vary from equipment
failure to operator error. The Boiler fires and explosions are catastrophic.
Purpose and Scope
4.
The purpose and scope of Safety Plan of Bagasse Based Co-Generation Power
of JDW Sugar Mills Ltd. Unit-III is as under:a
Purpose
To create the awareness and help to provide a safe work environment for
employees performing electrical work & employees in and around
electrical parts/areas.
b.
Scope
All work on or near permanent or temporary electrical parts and wiring,
fixtures are equipment, all work involved with constructing, installing,
removing, renovating or modifying electrical parts & wiring, fixture &
equipment and all work involved in generating transmitting or distributing
utility electrical power service performed by Plant Operating employees.
Responsibilities
5.
Following will be the responsibilities of the Management and Employees:a.
Management
Instruct their employees regarding the requirement of Safety
Programme and keep records according to Plant Operation Safety
Training.
(ii) Effectively enforce compliance of safety procedures including the
use of disciplinary action, for any variation or deviation from the
procedures outlined in the Plan.
()
Assures that the equipment required for compliance with this Plan
is in proper working order, inspected and tested as required and
made available for use to their employees.
(iv)
b.
Properly & promptly investigate all reports on the job accidents or
job related health problems.
Employees
(I)
Comply with the procedure of Safety Plan including wearing of
Personal Protective Equipment (PPE).
(ii)
Consult with their Foreman, Deputy Chief and Chief Engineer or
other knowledgeable personnel regarding the questions of safety.
(iii)
Report any observed problem or deviation from the Safety Plan or
any problem or deficiencies with their protective equipments to their
Supervisor.
Procedure
6.
Following general procedure will be followed:a.
All Personnel Protection Equipment (PPE) used for protection from
electrical energy to include gloves, matting, blankets, covers, hoses and
sleeves must be available, regularly tested and routine inspected in
accordance with Safety Standards.
Workers working on or near electrical parts will wear clothing including
undergarments,that will not increase the hazards of exposure to flame or
electric arc such as materials made of non-synthetic natural fibers or fabric
specifically designed for use around electrical parts. Workers must remove
conductive articles, such as rings, watches, chains etc. prior to working on
or near electrical parts.
c.
All energized electrical parts will be covered, enclosed or otherwise
protected from contact with any worker.
d.
All new installations, non-minor repair work, specific electrical installation
regulated by law, will be inspected for compliance of standards prior to
use, all repair and replacement installation after s major incident, system
fault or failure will be inspected.
Electrical Power Generation, Transmission and Distribution Work.
7.
During the electrical power generation and transmission work DGM/Chief
Engineer will ensure the following:a.
Foreman must observe and inspect workers doing electrical work to
ensure that they are following the safe practices. A sufficient number of
persons must be trained in cardiopulmonary resuscitation (CPR) & first aid
be readily available.
A job briefing be conducted once daily covering the following:(i)
(ii)
(iii)
(iv)
(v)
Hazards of job.
Work procedures to be followed.
Special precautions required.
Energy sources controls.
Personnel Protective Equipment (PPE).
Workers working alone will review these items before beginning work and
get help from their Foreman, Chief Engineer on issues they are unfamiliar.
c.
Work on or Near Energized Exposed Electrical Parts.
(i)
Two qualified employees will be present when working on or near
electrical parts that carry more than 600 volts.
(ii)
Workers will remain at a safe distance from energized parts unless
the worker or part is adequately insulated.
ii)
Workers will work in positions that help prevent inadvertent contact
with live parts.
v)
When making connections to energized parts, the connection to the
energized part will be made last. When disconnecting from
energized parts, disconnect at the energized source first.
(v)
Removing or installing equipment fuses will be done using tools
and protective equipment rated for the shock and arc-flash hazard
of the parts. Workers will wear eye face and head protection.
De-Energizing Lines (Line Clearance)
Following procedure will be followed:a. A Foreman or Lead Worker in the electrical department will be designated as
incharge of Line Shutdown.
b. If multiple crews are working on the same line, each crew will independently
follow the safety procedure.
c. To transfer responsibility, all employees in the crew and the new lead worker
will be notified.
d. Automatic & remotely controlled switches are rendered in operative.
e. Line and equipments be tested to ensure they are de-energized.
Over Head Line.
9.
Following will be ensured:a.
Equipment will be kept well away from overhead lines. If equipment is
required in the area of overhead lines, it will be kept at the minimum safe
approach distance. A worker other than the equipment operator will watch
during equipment movement to insure the safe approach distance is
maintained.
Poles will be checked to ensure that they can handle the additional loads
and stresses, before climbing or installing new equipment or lines on to
the pole.
c.
All stringing and tensioning of overhead lines will use adequate grounding
and safety precautions.
d.
Work will not be done on overhead lines during thunderstorm, high winds
or adverse weather conditions except during emergencies.
Tree Trimming.
10
Following be carried out in tree trimming:a.
Tree trimmers must be trained in safety procedures and minimum safe
approach distance before being allowed to work around power lines.
b.
Tree trimmers not specifically trained to work around power lines, must
remain at least 10 feet away from power lines.
Electrical Parts and Wiring.
11
Following will be ensured pertaining to electrical parts and wiring:a.
All electrical parts and wiring permanent or temporary will be enclosed or
protected and conform to the applicable electrical and building code
requirements.
Temporary parts and wiring not considered part of a continuing
construction project will be replaced with permanent wiring within 30 days
of initial installation.
Training.
12
Following aspects in the training will be ensured:a.
All workers that use electricity, electrical equipment or devices as part of
their normal job duties, will be trained in the general hazards and
safeguards for using electricity, electrical equipment and devices.
b.
All workers required to do electrical work, or work near exposed electrical
parts, must be qualified and trained in the specific hazards involved with
the work they are qualified to perform, the safety related work practices
necessary for them to safely do their job, and the requirements according
to safety standards.
c.
All qualified persons required to do electrical work, work on or near
exposed electrical parts, or construct, remove or demolish electrical parts
or equipment must be trained in the hazards involved, safety related work
practices necessary for them to safely do their job. They must also be
trained in the following:The skills and techniques necessary to distinguish exposed
energized electrical parts from other parts.
d.
(ii)
The skills and techniques necessary to determine the nominal
voltage of exposed energized electrical parts.
i)
The safety procedures, safe clearance distances, and minimum
approach distances required for working near energized exposed
electrical parts.
Workers conducting electric power generation, transmission or distribution
work must be trained in the proper use of special precautionary
techniques, personal protective equipment, insulating and shielding
materials, insulated tools for working on or near exposed energized
electrical parts, first aid, CPR, etc.
e.
Workers required to use electrical PPE for protection from electric shock
or arc-flash will receive training on this PPE.
All electrically qualified workers required to perform electric power
generation, transmission, or distribution work, or tree trimming work will be
trained in first aid, CPR and emergency procedures necessary for their
assigned tasks.
Boilers
In order to provide a safer, more economical operation and extend the operating
13.
life boiler, following must be ensured:a.
Inspect the boiler daily for proper operation and/or adverse conditions.
b.
Ensure Boiler Operators are adequately trained to assure safe & efficient
operation.
c.
All pressure/temperature closed vessels and pipelines should be
hydraulically tested before start up which should be certified by house
incharge Chief Engineer/AGM(T) under the Supervisor advice of HOD.
d.
Operational Procedure of Pressure/Temperature Machines must be
displayed on the boards.
e.
Safety & First Aid Training be carried-out regularly.
f.
Unauthorized persons must not be allowed in the Boilers area.
PPE must be used by staff working in the area.
h.
Face mask shield & leather apron must be used during cleaning the
furnace.
i.
In case of any fire or explosion, Standard Operating Procedures of the
Safety pertaining to Boilers will be followed.
SAFETY PLAN
for
(JDW Sugar Mills, Unit-2 & JDW Sugar Mills, Unit-3)
A comprehensive safety plan would be implemented to provide a safe and protected working
environment to the staff working at the facility.
Key features of the safety plan are given below:
A. Safety awareness
All the staff working at the facilities will be given detail briefings regarding different types of
safety measures i,e
1. Moral Obligations
2. Hazard Recognition
3. Importance of Personnel Protective Equipments (PPE,$)
4. Accident Prevention
5. Importance of Housekeeping
6. Machine Guarding
7. Fire Prevention
8. Fire Protection
9. Fire Fighting etc
so that they would be able to identify risks and to take necessary measures of safety and
protection during their working.
B.
Trainings for proper use of Safety Gears and Equipment
All the staff working at the facility will be provided necessary trainings regarding how to use
the PPE,s like safety helmet, safety shoes, uniform, dust mask, ear plugs, ear muff, leather
apron, leather sleeves, face shield, gloves etc in proper way for better safety.
C. Assurance of Use of Safety Gears and Equipment
The staff working at the facility will be provided all necessary safety gears and protection
equipment mentioned above for use during working at the facility.
D.
Safety procedures and practices
Safety procedures regarding all operational and maintenance jobs will be developed to avoid
accidents at the job & off the job and use of proper safety gears and protection equipment
shall be mandatory for all the staff of the facility.
E.
Emergency Alarm & Fire Suppression System
Automatic Fire Emergency Alarm system will be installed along with fire suppression system
at all fire hazardous locations of the plant site especially at transformers & Turbine lube oil
system etc.
F.
Emergency Help Call Numbers
Internal extension system will be provided at all floors of the facility and emergency help call
numbers e.g fire brigade, medical center, ambulance service, transport and administration etc
will be displayed in bold on prominent locations in the facility for immediate emergency
response.
G.
Shutdown of Operating Systems or Equipments
The Emergency Control Team shall be responsible to ensure immediate shutdown of
operation systems and Equipment if required in the emergency situation. Necessary
equipment will also be installed for the emergency shutdown of the operating systems and
equipment.
H.
First Aid Facilities and Staff
The availability of first aid facilities and necessary staff to provide urgent and immediate first
aid facilities will be ensured at the facility.
I.
Ambulances
Availability of ambulance service at the facility will be ensure for quick shifting of staff
members to hospitals in case of any accident and health hazards emergency.
J.
Fire Brigade
To meet any type of fire emergency fire brigade will be established for immediate response
without any delay.
K.
Mock Fire Drills
To keep fire brigade staff in good shape, mock fire drill will be planned by creating
intentional emergency situations.
L. Fire Fighting System
The fire protection system will be provided for early detection, alarm, containment and
suppression of fire. A comprehensive fire protection system has been planned to meet the
above objective. A multitude system shall be provided to combat various types of fires in
different areas of the plant and all such systems for various areas shall form a part of a
centralized protection system for the entire plant.
The complete fire protection system shall comprise of following:
1.
2.
3.
4.
5.
Stand pipe & hose system for buildings and structure (internal)
Yard main, hydrants and monitors for plant site (external)
Fire alarm and signaling
Portable fire extinguishers
Water spray fixed system
The system shall be designed generally as per "NFPA" National Fire Protection
Association standards as listed below,
Sr. #
1
2
3
4
5
6
7
8
9
10
11
Description
Stand pipe and hose system
Yard Mains, hydrants & water monitors
Fire alarm & signaling
Portable fire extinguishers
CO2 extinguishing system
Dry Chemical Powder extinguishing system
Low-Medium and High Expansion Foam
Installation of Stationary Pump for fire fighting
Water spray and fixed fire protection system
Fire Hose
Fire Hose Connections
Design Code/Standard
NFPA 14
NFPA 24
NFPA 72
NFPA 10
NFPA 12
NFPA 17
NFPA 11
NFPA 20
NFPA 15
NFPA 1961
NFPA 1963
EMERGENCY PLAN
for
(JDW Sugar Mills, Unit-2 & JDW Sugar Mills, Unit-3)
A comprehensive emergency plan would be implemented to meet all type of emergencies to
ensure zero injuries, damages and loss of any life or property.
Key features of the emergency plan are given below:
A.
Awareness regarding different types of emergencies
All the staff working at the facility will be given detail briefings regarding different types of
emergencies so that they would be able to identify an emergency situation to take necessary
measures of safety and protection in the situation.
B.
Trainings to react on an emergency alert alarm
All the staff working at the facility will be provided necessary trainings regarding how to
react an emergency alert -alarm.
C.
Use of Safety Gears and Equipment
The staff working at the facility will be provided information, guidance and trainings to use
the safety gears and equipment in an emergency situation.
D.
Emergency escape procedure and routes
The staff working at the facility will be made aware of the Emergency escape routes and
procedure for a quick and safe escape. Pictorials and decals will be pasted at locations to show
the emergency exit etc
E.
Emergency escape procedures and routes map
Emergency escape procedure and routes maps will be displayed on prominent places in the
facility.
F.
Assembly Areas
The staff working at the facility will be briefed about the designated save assembly areas in
case of various types of emergencies for their safe escape and their counting.
G.
Emergency Alarm
Access to emergency alarm will be made easy to raise the emergency alarm in case of any
type of emergency.
H.
Emergency Help Call Numbers
Emergency help call numbers will be displayed in bold on prominent places in the facility.
I.
Emergency Control Team
A team of trained and responsible members of the staff will be formed which will be
responsible to take all necessary measures and decisions to tackle with and control any type of
emergency.
J.
Emergency Rescue and Relief Team
Another team comprising of experienced and responsible members of the staff will be formed
to provide relief and support to the members of the staff if required during the emergency
situation.
K.
Shutdown of Operating Systems or Equipments
The Emergency Control Team shall be responsible to ensure immediate shutdown of
operational systems and equipment if required in the emergency situation. Necessary
equipment will also be installed for the emergency shutdown of the operating systems and
equipment.
The availability of first aid facilities and necessary staff to provide urgent and immediate first
aid facilities will be ensured at the facility.
L.
Protection of Data and Record
Duplicate of all necessary data and record will be prepared 'and placed at some safe place for
its safety and security of the data and record.
M.
Emergency Equipment
Emergency equipment like fire extinguishers will be provided at the facility to tackle with
different types of emergencies.
N.
Ambulances
Availability of ambulance service at the facility will be ensure for quick shifting to the staff
members to hospitals in case of any accident and health hazards.
0.
Emergency Response Review
The management of the facility shall conduct regular frequent meetings to review the
emergency response facilities and procedures.
JDW SUgAR Mills LTd.
The Chief Engineer — II
CPPA, 6th Floor, PIA Tower,
Egerton Road,
Lahore
2bApril 2013
Subject:
Grid Interconnection Study Report for 26 MW Cogeneration Power
Project at JDW Sugar Mills Unit III, Ghotki, Sindh
Dear Sir,
We are submitting herewith for your review and approval the Draft Final Report of Grid
Interconnection Study of 26 MW Bagasse Cogeneration Power Project at JDW Unit III,
Ghotki Sugar Mills, located in District Ghotki, Sindh.
The Report comprises all of the studies required for the feasibility of electrical
interconnection of a power plant with the main grid as follows:
1. Load flow analysis for steady state performance
2. Short circuit analysis for maximum fault currents under balanced and un-balanced
fault conditions
3. Dynamic and transient stability analysis to assess the impact of disturbances of
NTDC/SEPCO system on proposed power plant and vice-a-versa
We would be grateful if you could review the Report expeditiously so that we may develop
the project on fast track basis.
Sincerely,
Rana Nasim Ahmed
Chief Operating Officer
CC:
1. Chief Engineer Development (PMU), Sukkur Electric Power Company, Sukkur (with a
copy of the Report attached). Please furnish your comments if any.
Head Office: 17-Abid Majeed Road, Lahore Cant, Lahore. PABX 042-36664891-92, 36602573-74, Far 042-36654490 Email: jdwhoradvr-grouP.com
Mills: Unit I Mauza Sharin, Jamal Din Wall, Dist Rahim Yar Khan. Ph: 068.5672161-3 Fax: 068-5672164 Email: jdwsiteajadw-group.com
Unit - II Machi Goth, Sadigabad, Dist Rahim Yar Khan. Ph: 068-5786516-8, 5786520, Fax 068-5786521 Email: jdvisite2gdw-group.com
Unit - III Village Laluwali Dist Ghotki. Ph: 0723480050-2, Fax: 0723-680053, E-mail: jdwaitenjjdw-group.com
Arl--rAt
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A/Z-74V-if. - /46
Government of Pakistan
Alternative Energy Development Board (AEDB)
Ministry of Water & Power
3, Street 8; F. 8/3, Islamabad
Tel: 051- 9262947-50, Fax: 051- 9262977
B/3/21/2013/Biomass/JDVV-ll
June 18, 2013
Mr. Rana Nasim Ahmed
Chief Operating Officer
JDW Sugar Mills Limited
17-AbidMajeed Road,
Lahore Ciantt.
Tel: 042-36664891-92
Fax. 042-36654490
subject:
LETTER OF I TE•DER THE FRAMEWORK FOR POWER
3 (BAGASSE/BIOMASS) TO M/S JDW SUGAR
COGENERATIS
MILLS LIMITED FoR DEVELOPING A 26 MW HIGH PRESSURE
BAGASSE BASED CO-GENERATION POWER. PLANT AT JUN
SUGAR MILLS. UNIT II, NEAR SADIQABAD, DISTRICT RAHIM YAR
KHAN, PUNJAB.
Reference: Your proposal No. JOWS/AEDB/UNIT II/01/2013, dated March 18, 2013.
Alternative Energy Development Board ("AEDB") hereby confirms its
interest in your proposal for establishing an approximately 26 MW (Gross) bagasse to
power generation project at JDW Sugar Mills, Unit-H, near Sadiqabad, District Rahim
Yar Khan, Punjab ("Project') under the Framework for Power Co-Generation 2013.
AEDB acknowledges receipt of the Bank Guarantee No. HMB/LG/2013/3452 of Habib
Metropolitan Bank Limited. 14-B, Davis Road, Lahore by the Sponsor(s) dated 18'"
June, 2013 to the tune of U.S S 13,000/-.
The Sponsor(s) is required to achieve me milestones listed at the Annex
2.
Milestones") for the subject project, at no risk and at no cost to, and
this
LOI
(''LOI
to
without any obligation cn the part of the AEDB, the Government of Pakistan, any
Provincial Government or their respective agencies, within a period of 12 calendar
months from the date of issuance of this Letter of Intent (-LOI").
The Sponsor(s) is required to carry out grid interconnection studies and
3.
environmental study. The Sponsor' is also advised to liaise with the power purchaser
while determining the sub-station design and layout, the transmission line.,
interconnection arrangements, and other related matters,
TO'd
20:VT 2T0E-1nt—TO
4.
The validity of this 1,70I is 12 calendar months from the date of its issue,
Mere after it will automatically lapse immediately (unless extended pursuant to clauses
5 or 6), being the 17m June 2014 (the "Expiry Date"). Issuance of this LOI or the lapsing
of its validity, cannot form the basis of any claim for compensation or damages by tria
Sponsor(s) Or the project company or any party claiming through or under them against
the Government of Pakistan, the Provincial Government, AEDB or any of their agencies,
employees or consultants on any grounds whatsoever, during or after the expiry of the
validity of the LOI.
The Spr)nsor(s) is therefore required to achieve the LOl Milestones for the
5.
subject project within the validity of this LOI. The Sponsor(s) is also required to submit
monthly progress reports. Provided the Sponsor(s) continues to pursue the project
diligently, the Expiry Date of this LOI shall be extended on a day-for-day basis for the
number of days of delay by which the approval or review by the relevant public sector
entity listed in the LOI Milestones is delayed beyond the corresponding period stated in
the LOI Milestones, In case there is a delay in achieving milestones within the validity
A this LOl for reasons, not attributable to a public sector entity, a one-time extension
may be granted up to a maximum period of 90 days if AEDB is satisfied with the
progress, provided that the Sponsor(s) enhance the amount of the bank guarantee to
twice its original amount and extend its validity for a period of 06 months beyond the
extended Expiry Date.
The Sponsor(s) shall apply to NEPRA for award of Upfront tariff within the
period of validity of this LOI. Upon Upfront tariff being given, the Sponsor(s) shall
rorthwith submit a new Performance Guarantee in the sum of US$ 65,000/- and obtain
the Letter.of .Support ("LOS") from AEDB within the validity period of this LOI, provided,
if the award of the Upfront tariff is delayed beyond the initial validity of the LOI, the
Sponsor(s) shall extend the bank guarantee for a further period of 06 months and the
Expiry Date shall be extended ipso facto for a further period of 03 months, and the
Sponsor(s) shall obtain the LOS and submit the Performance Guarantee within the
extended period afore-said.
7.
In case the Sponsor() fails to meet the LOl Milestones or perform any
other obligations set forth in the Policy and this LOI, including the extension of the date
of expiry of bank guarantee as provided herein, AEDB will terminate this LOI and
encash the bank guarantee.
M/s JDW Sugar Mills Limited and its majority shareholders as of the date
8.
of this LOI shall be the Main Sponsors of the Project.
Arrangement of land and fuel (Biomass/Bagasse) will be the responsibility
J.
of Sponsor.
This LOI is not assignable and non-transferable. This LOI shall be void
10.
upon any actual or purported assignment or transfer hereof without the prior written
consent of AEDB .
EO'd
VO:PT 2I0E-1nt-T0
1
IR
iC
11.
This LOI is issued in duplicate on the date hereof, and it shall come into
effect when one copy is received by AEO8 after being duly countersigned by you.
Nevertheless, this LOI snail lapse if the countersigned copy is not received at AE08
within 07 clays of its issuance,
(Mr. Rana Nasim Ahmed)
Chief Operating Officer
MM JDW Sugar Mills Limited
20'd
(Engr. Dr. Easharat Hasan Basher)
Chief Executive Officer
Alternative Energy Development Board
SO:PT 2-W-1nf-T0
J. I
1
2
I Power Producers to submit request for Letter of
Intent (L01) with Standard proposal document and
Bank Guarantee to AEDB.
Issuance of Standard LOt by AEDB.
i) 7 days for sugar
mills
ii) 30 days for other
entities
as
per
procedure described
in Renewable Energy
Policy 2006.
3
Generation License to be issued by NEPRA.
10 days
Acceptance of Upfront tariff to the project.
10 days
7
Power Purchaser to approve Grid Interconnection 30
days
after
Study.
submission of Grid
Interconnection Study
the
to
relevant
agency by the Power
Producer.
bend
6
Issuance of LOS by AEDS upon submission of
Performance Guarantee by Power Producer.
15 days
7
Energy Purchase Agreement finalization.
30 days
8
Signing of Implementation Agreement.
15 days
SO:t,T
--7
•
210E-1nf-TO