EXH10-34
JOINT VENTURE AGREEMENT
This agreement is made at Islamabad this 21st day of May 1995, by and between,
Telecom Foundation, sector I-9, Islamabad (herinafter called TF) which
expression shall include their successors and assignees of the first part,
and
Techman International Corporation a company incorporated in USA located at 727
Oxford-Sturbridge Road, (Route 20), Charlton, Massachusetts, USA with local
office at 74 B Nazimuddin Road, F-8/4, Islamabad hereinafter called as "Techman
" (which expression shall include their successors and assignees) as
representative of the foreign investors of the second part.
Whereas on the official visit of the Prime Minister of Pakistan to the United
States of America, a memorandum of Understanding was signed on April 6th 1995,
between Dr. M . Mahmud Awan, Chairman and Chief Executive Officer of Techman
International USA and Secretary Communication, Government of Pakistan to explore
the possibility of investing in Pakistan for establishing optical fiber
industries in association with Telecom Foundation,
NOW IT IS AGREED AS FOLLOWS:
1. Formation of the company
The parties shall cause to be incorporated in accordance with the laws of
Pakistan a limited company (hereinafter referred to as the company) under the
title "Fiber Optic Industries Pvt. Ltd." the provisions hereinafter contained so
far as the same are applicable to the company shall be observed and performed by
the said company.
2. Objectives and constitution
(i) The objective of the company shall be to set up, operate and maintain
an industrial unit for the- manufacture and marketing of the optical fiber cable
and related systems and accessories, etc. The authorized share capital of the
company shall be Rs. 90,000,000 (Rs. Ninety million) divided into 9,000,000
ordinary shares of Rs. 10 each.
(ii) The articles of association shall provide interalia as follows:
a. The registered office of the company shall be at 74-B
Nazimuddin Roads F-8/4 Islamabad.
b. The board of directors shall comprise of not more than seven
directors
c. The TF shall have the right to appoint two directors. The
Techman and its associates shall appoint five directors. The
right to appoint such directors shall include the right to
remove any director so appointed and appoint any other
director as the case may be.
d. The directors may appoint Alternate Directors. The traveling
expense of the directors traveling on the business of the
company shall be defrayed by the company, but the directors
shall receive no remuneration for their services except any
fee approved by the company in accordance with the laws of
Pakistan. Should a director be resident outside Pakistan then
his traveling expenses to and from Pakistan on the business of
the company shall be met by the company, with the consent of
the board restricted to two visits per year.
e. Five directors shall constitute quorum of the board meeting
out of which at least one shall from TF.
f. The articles of association shall contain such other
provisions as shall be necessary or desirable to carry out the
provisions of this agreement and as may be mutually agreed by
the parties hereto.
g. The majority share holders shall have the right to appoint
chief executive of the company and they shall have the right
to appoint Chairman of the company.
3. Capital Subscription
The share capital shall be issued at par as and when required by the company and
shall be subscribed by the TF or its subsidiary company in Pak Rupees and by
Techman, FiberCore and Royle in US Dollars. Equity participation ratio initially
shall be as follows:
1. TF 15%
2. Foreign investors 85%
i) Techman Intentional
727 Oxford-Sturbridge Road, 40%
Route 20, Charlton, Mass
ii) FiberCore, Inc. 30%
174 Charlton Road,
Sturbridge, Mass. 01566
iii) Royle Systems Group 15%
1000 Cannonball Road,
Pompton Lakes, NJ 07442.
4. Foreign Investment Protection
The investment of foreign capital shall be protected and governed by the
provisions of "the Foreign Private Investment" (Promotion and protection ) Act
1976 as amended from time to time.
5. Telecom Foundation's Contribution/Project location
The optical fiber and cable factory shall be located at land presently owned by
the TF in sector H-8, Islamabad which will be transferred to the new company
Fiber Optic Industries (Pvt.) Ltd. at the time of the registration of the new
company. TF's share of the equity shall be reserved at 15% of the total. The
price of the land shall be adjusted against the equity of the TF and if required
TF shall contribute further cash upto US Dollars 600,000 to reach its share of
the equity in Pakistan Rupees.
6. Managerial participation by Telecom Foundation
I). TF shall have shared management role in the establishment and operation
of the company. For this purpose TF shall provide their qualified staff and
managerial personnel.
ii). All necessary Federal Government, provincial Government Corporations and
local bodies approval sanctions, licenses and authorizations shall be obtained
by all the parties by concerted efforts.
7. Information to be supplied by Techman
Techman shall provide all the necessary information pertaining to the project.
8. Training of Personnel
Techman and its affiliates shall provide the requisite training to the company's
technicians and other employees.
9. Supply of equipment, Components and parts to the company
i) The company shall buy plant, machinery, equipment and raw material from
Techman and its associate companies for the establishment of optical fiber
industries at prices matching competitive international prices.
ii) Selling prices of the product manufactured by the company shall be fixed by
the company and shall not be lower than the cost of production.
iii) The company shall have the right to export its products to other parts
of the world.
10. Book of Accounts
The company shall keep proper books of accounts and appoint auditors in
accordance with the laws of Pakistan and the books shall be open for inspection
by the parties.
11. Incorporation of the company/license fee
The parties to this agreement shall get the company incorporated and all charges
pertaining to incorporation, stamp duty, registration fee etc. shall be borne by
the new company under formation.
12. Arbitration
If any difference or dispute arising out of this Agreement is not amicably
settled by the parties hereto, the same shall be referred to arbitration of
three arbitrators. One of the arbitrators shall be appointed by TF and the other
by Techman and the third arbitrator, acting as chairman shall be appointed by
the first two arbitrators by mutual agreement. The decision of the arbitrators
shall be final-and binding upon the parties. The arbitration proceedings can be
governed by the Arbitration Act, 1940 of Pakistan and the rules made thereunder.
The arbitration can be held at Islamabad Pakistan, or an international site
through mutual agreement.
13. Governing Law
This agreement shall be governed by the laws of Pakistan for all activities in
Pakistan and by the laws of the USA for all activities in the USA. This
agreement recognizes the jurisdiction of the US courts regarding the American
Corporate investment in the USA.
14. Changes to the Agreement
Changes to the agreement may be mad by mutual consent of the parties in writing.
Such changes shall have the same validity as this agreement.
15. Period of Agreement
This agreement shall be effective for a period of ten years w.e.f. the date
hereof. However this period can be extended by mutual consent.
16. Public Offering
The parties agree to an early public offering of the shares so that the company
shares can be traded at Pakistan and international stock exchanges.
17. Failing to meet obligations
If the parties fail to perform their obligations under this agreement for a
period of 12 months from the date of this agreement, this agreement shall be
deemed terminated.
18. Notices
All notices shall be deemed to have been properly given if sent by registered
mail or through courier on the addresses given below:
TF: Plot no. 190, Sector I/9, Islamabad.
Techman: Techman Center, B727, Charlton, Mass. 01508, USA.
In witness whereof the parties have set their hands the day and year first above
written.
Telecom Foundation Techman International
For self and foreign investors.
Name: __________________________ Name:_________________________
(M.A.A. CHOWDHRI) Position: Chairman/CEO
Position: General Manage (Cowap)
Telecom Foundation
Sactor 1-9/2 Islamabad
Witness 1._____________________________ Witness 2.______________________
Name:__________________________________ Name:___________________________
THE COMPANIES ORDINANCE, 1984
COMPANY LIMITED BY SHARES
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
FIBRE OPTIC INDUSTRIES
(PRIVATE) LIMITED
THE COMPANIES ORDINANCE, 1984
(Company Limited by Shares)
MEMORANDUM OF ASSOCIATION
OF
FIBRE OPTIC INDUSTRIES (PRIVATE) LIMITED
I. The name of the company is FIBRE OPTIC INDUSTRIES (PRIVATE) LIMITED.
II. The registered office of the Company will be situated in Islamabad
Capital Territory.
III. The objects described at S.No. 1 to 6 hereunder, for which the company
is established, are exclusively to operate its industrial undertaking
anywhere in Pakistan while other objects are incidental to the main
objects:
1. To manufacture optical fibre, Optical fiber cables, metallic
telecommunication cables, fibre optic systems, multi-mode
optical preforms, and multi-mode optical fibres;
2. To manufacture telecommunications products including advanced
digital switches, network controllers, multiplexers, telephone
exchanges, and transceivers;
3. To manufacture advanced electronic products and systems,
electrical equipment, power relays, controls, telephone
relays, and telecom accessories;
4. To manufacture fibre optic sensors, cable monitoring and fault
locating systems, and other industrially engineered products
and systems;
5. To manufacture, market, sub contract, and distribute
nationally, regionally, and internationally all fibre optics
based manufactured goods and primary systems, optical and
ophthalmic products, precision optics, optical processors, and
high speed computers;
6. To export and market world wide proprietary and general use
consumer and industrial products based on conventional and
proprietary technologies harnessed by the Company.
7. To carry on the business of, or to act as Consultants,
Advisors and agents with regard to, or any other manner deal
with Engineering Management, Designing, Fabrication. erection,
installation and any other engineering work of any kind
whatsoever in Pakistan and any where in the world.
8. To act as general order suppliers and commission agents, and
trade in as general merchants, wholesalers, retailers,
dealers, distributors, stockists, agents, sub-agents in any
goods or products.
9. To plan, design, execute, carry out, equip, improve, work,
develop, administer, manage control works and conveniences of
all kinds, whether for any Government, public body, local
authority, company or individuals.
10. To carry on the business of contractors to the state,
Government, Authority, Local Municipal, District Board or
other individuals, persons, corporations, and to supply goods
of all kinds.
11. To carry on the business of Avionics, and Aerospace, Defence
Electronics, Construction equipment, Custom molded plastics,
Chemicals coatings & resins, Cable products, Diagnostic
instruments, Diamond blades & cutting wheels, Disposable
safety and protective products, Electronic computing equipment
& Peripherals, Fibre optic systems. Fibre glass, Television
and space monitoring equipment, industrial pumps, valves
compresses; Injection molded products, Industrial microscopes,
Laboratory equipment Leisure products including electronic
games Machine tools, Micro processors & Minicomputers, Optical
instruments, oscilloscopes, optical laboratories, Robotics,
Remote Inspection devices, Telecommunication products and
Aerospace systems.
12. To construct, establish and run factories, offices, workshop,
and laboratories for the manufacture or production of raw
materials, apparatus, machinery and things used in any
business or merchandise within the scope of. the Company.
13. To carry on the business of proprietors, managers,
controllers, owners and occupiers of various kinds of mills,
factories and works such as electronics labs, ginning and
pressing mills, soap, flour, rice and starch mills, ice
factories, match factories, paint varnish factories, leather
factories, oil and vegetable mills, sugar mills, plastic
mills, hydraulic works and to establish cottage industries and
research institutes.
14. To establish and constitute agencies, shops, stores, depots,
branches of the Company in Pakistan or any part of the world.
15. To purchase, construct, maintain, take on lease or in
exchange, let or otherwise acquire any interest in any movable
or immovable property in connection with business of the
Company, to pay for any property or rights acquired by the
Company, either in cash or fully paid up shares or by the
issue of securities, partly in one mode and partly in another
and generally on such terms as may be determined.
16. To purchase or otherwise acquire and undertake all or any part
of the business, good will, property, assets and liabilities
of any person or corporation carrying on any business which
the Company is authorized to carry on.
17. To pay all or any costs charges and expenses preliminary and
incidental to the Company.
18. To promote any other Company for the purpose of acquiring all
or any of the property of the Company or advancing directly or
indirectly the objects or interest thereof and to take or
otherwise acquire and hold shares in any such company.
19. To take or otherwise acquire and hold shares in any other
company having object altogether or in part similar to these
of this Company but not to indulge in the business of an
investment company.
20. To enter into partnership or into any arrangement for sharing
profits, union of interests operation, joint venture,
reciprocal concessions or otherwise with any person or company
carrying on or engaged in or about to carry on or engage in
any business or transactions which this Company is authorized
to carry on.
21. To amalgamate with any person or company carrying on business
similar to that of this company whether by sale or purchase
(for fully paid shares or cash) of the undertaking subject to
the liabilities of this or any such other company as aforesaid
with or without winding up or by purchase of all the shares or
securities of any such other company or in any other lawful
manner.
22. To sell or dispose of the undertakings of the Company or any
part thereof in such manner and for such consideration ,as the
company may think fit and in particular for shares,
debenture-stocks or securities of any other Company, whether
promoted by this Company for the purpose or otherwise and to
improve, manage, develop, exchange, lease, dispose of, turn to
account or otherwise deal with all or any part of the property
and rights of the Company.
23. To open Company's banking accounts and to borrow from banks,
draw, accept, make, endorse, discount, execute, and issue
cheques, promissory notes, bill of exchange, bills of lading,
warrants, debentures and other negotiable and transferable
instruments in connection with the business of the company.
24. To grant pensions, allowances, gratuities and bonuses to
employees or ex-employees of the Company or the dependents of
such persons and to support or subscribe to any charitable or
other institutions, clubs, societies, funds or objects for the
welfare of the employees of the company.
25. To adopt such means of making known the business and products
of the Company as may seem expedient and in particular by
advertisement in press, by circular, by
purchase and exhibition of works of art or interest, by
publication of books and periodicals and by granting prizes,
rewards and donations.
26. To apply for, purchase or otherwise acquire patents,
concessions, trade marks, licenses, inventions, goodwill and
any other rights and privileges for the purpose of Company's
business and to work any scheme for their development and
exploitation.
27. To do all or any of the above things in any part of the world
and either as principals, agents or trustees and either alone
or in conjunction with others and by or through agents
subcontractors or trustees.
28. To do all things as are incidental or that the Company may
think conductive to the attainment of the above objects or any
of them.
29. It is further declared that notwithstanding anything contained
in the foregoing objects clauses of this Memorandum nothing
therein shall construe any power upon the company to undertake
or indulge in Banking business directly or indirectly business
of investment or insurance company or the managing agency
business or any unlawful operations as restricted under law.
IV. The liability of the members is limited.
V. The authorized share Capital of the Company is Rs. 90,000,000/- (Ninety
Million) divided into 9,000,000 ordinary shares of Rs. 10/- each, with
power to increase and reduce the Capital of the Company and to divide
the shares into several classes subject to any permission required
under the law.
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We the several persons, whose names and addresses are subscribed as under are
desirous of being formed into a Company in pursuance of this Memorandum of
Association and we respectively agree to take the number of shares in the
Capital of the Company set opposite our respective names:
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- -------- ----------------------------------- ------------------------------------ -------------- ----------------
Sr. No. Name & Surname Father's/Husband's Nationality Occupation
Name in full with former
Nationality
- -------- ----------------------------------- ------------------------------------ -------------- ----------------
1. Dr. Muhammad Mahmood Awan S/o Malik Ghulam Ali Awan Pakistani Industrialist
- -------- ----------------------------------- ------------------------------------ -------------- ----------------
2. Ch. Masood Ahmed S/o Ch. Barkat Ali Shamim Pakistani Chairman
Telecom
Foundation
- -------- ----------------------------------- ------------------------------------ -------------- ----------------
3. Mr. Mueen Sadiq Malik S/o Mr. Mohammad Sadiq Malik Pakistani Executive
- -------- ----------------------------------- ------------------------------------ -------------- ----------------
4. Dr. Mohammadd Afzal Aslami S/o M.K. Aslami American "
- -------- ----------------------------------- ------------------------------------ -------------- ----------------
5. Mr. Jack Ramsey S/o Mr. John Ramsey American "
- -------- ----------------------------------- ------------------------------------ -------------- ----------------
6. Mr. Hedayat Amin-Arsala S/o A.H. Arsala Afghan "
- -------- ----------------------------------- ------------------------------------ -------------- ----------------
7. Mr. Charles DeLuca S/o Mr. C. A. DeLuca American "
- -------- ----------------------------------- ------------------------------------ -------------- ----------------
- -------- ----------------------------------- --------------------------- --------------- ------------
Sr. No. Name & Surname Residential Address in No. of shares Signature
full taken by each
subscriber
- -------- ----------------------------------- --------------------------- --------------- ------------
1. Dr. Muhammad Mahmood Awan 455 - Shadman Lahore. One /s/
- -------- ----------------------------------- --------------------------- --------------- ------------
2. Ch. Masood Ahmed H. No. 7, Khayaban-e- One
Jauhar I-8/3, Islamabad.
- -------- ----------------------------------- --------------------------- --------------- ------------
3. Mr. Mueen Sadiq Malik H. No. 47, St. No. 2, One
G-9/3, Islamabad.
- -------- ----------------------------------- --------------------------- --------------- ------------
4. Dr. Mohammadd Afzal Aslami 7 Laurel Hill Road. One /s/
Sturbridge, MA 01566
- -------- ----------------------------------- --------------------------- --------------- ------------
5. Mr. Jack Ramsey 1000 Cannon-ball Rd. One
Pompton Lakes, NJ 07442
201-839-7327
- -------- ----------------------------------- --------------------------- --------------- ------------
6. Mr. Hedayat Amin-Arsala 3723 Morrison St. N.W. One
Washington, D.C. 20015
1-202-966-1040
- -------- ----------------------------------- --------------------------- --------------- ------------
7. Mr. Charles DeLuca 261 Foster St. One /s/
S. Windsor, CT 06074
- -------- ----------------------------------- --------------------------- --------------- ------------
Seven
Total:
- -------- ----------------------------------- --------------------------- --------------- ------------
Witness to above signatures. Dated the _______________day of _____________1995.
Full Name Father's Name Occupation Nationality Full Address