ANNEXURE I

M EM ORANDUM OF AGREEM ENT

AGREEM ENT

This Memorandum of Agreement (hereinafter referred to as the “MOA”) is made

on this day ……………of (two thousand and……………………) at Gangtok.

BETW EEN

the Governor of Sikkim, through the Director, Commerce & Industries

Department, Government of Sikkim (hereinafter referred to as the “Government”)
which expression shall unless excluded by or repugnant to the context, mean
and include its successors administrators and permitted assigns of the FIRST
PART

AND

M /s ……………………………..a company incorporated under the Companies Act,

having its registered office at ………………………. (hereinafter referred to as the
Investor/unit) which expression shall unless excluded by or repugnant to the
context mean and include its successors administrators and permitted assigns
through its ……………………………..of the SECOND PART

(Explanation – Investor/Unit shall include Power Developers, Hotel, distilleries/

breweries, all Pharmaceutical Units and other manufacturing and production
units carrying out their trade, commerce & Industry in the state of Sikkim.

WHEREAS, Investor has submitted a proposal to the Government for the

establishment of manufacturing unit ………………………………………..;

AND WHEREAS, Investor has carried out the investigations of the project at its
own cost and submitted the pre-feasibility report along with the Detailed Project
Report to the Government;

AND WHEREAS, the Government has examined the feasibility report and
proposes to grant the permission for establishment of the said Industry and
other allied activities connected and ancillary thereto for carrying out the
industrial activity as per Memorandum of Association/Articles of Association
and other documents as approved by the Government.

NOW THEREFORE, IT IS HEREBY AGREED by and between the parties hereto

as follows:-

The following are the conditions as agreed by the Investor.

1. COM PLIANCE W ITH RULES AND REGULATIONS AND LAW S IN FORCE

RELATING TO THE W ORKERS.

(1) The Investor while carrying out the authorized activities shall abide by
the Law, Policies/Notifications enforced/notified by the Government of
Sikkim and Government of India specially relating to :

(a) Landed properties

(b) Labour
1
 (c) Gratuity to Labourers
(d) Employment & Establishment rules
(e) Excise Rules.
(f) Environmental and Forest.

(2) The Investor shall also give due regard to the directives relating to :

(a) Salaries and wages

(b) Number of holidays
(c) Working condition
(d) Working hours
(e) Safety measures
(f) Standard benefits.

(3) In absence of any directives relating to any of the above, the Investor
shall abide by the norms prescribed by the Union Government or other
similar standards followed in the country.

2. LOCAL EM PLOYM ENT :

Local employment shall be governed as per the existing rules,

guidelines and notification of the Government.

3. POLLUTION CONTROL M EASURES :

As per the existing rules, guidelines and notification of the Government.

4. LAND M ATTERS :

As per the existing rules, guidelines and notification of the Government.

5. ECO SYSTEM M EASURES :

As per the existing rules, guidelines and notification of the Government.

6. GREEN M ISSION ISSUES :

As per the existing rules, guidelines and notification of the Government.

7. CORPORATE SOCIAL RESPONSIBILITY :

As per the existing rules, guidelines and notification of the Government.

8. REHABILITATION AND RESETTLEM ENT PROGRAM M E:

As per the existing rules, guidelines and notification of the Government.

9. TAXATION AND OTHER LEVY :

The Investor/Unit shall ensure that taxes according to the existing

law/rules/regulations in force within the State of Sikkim, whether Central
or State are deposited with the competent authority as per prescribed
mode and procedure.
2
10. CLOSURE OR TRANSFERS :

The Investor/Unit shall not be permitted to transfer or sell or close

its units without obtaining the prior permission of the Government to any
other party.

In the event of any Industry/Unit winding up or permanently

suspending its operation, it shall be the responsibility of the said
Industry/Unit to adequately compensate all the temporary and permanent
workers who would be affected by such suspension.

11. SUB-CONTRACTS AND BUSINESS OPPORTUNITIES.

(1) The Investor/Unit shall give first preference in transportation of Goods

for the Project to Sikkim Nationalized Transport (SNT). If the SNT is
not in a position to supply the trucks then the company may use the
local transporters.

(2) The Investor/Unit shall provide business and contract opportunities to

the local bonafide residents of Sikkim according to their capability and
strength except the major contracts requiring special machineries and
skill and supply of construction materials etc. as per the policy of the
Government. Place of tendering for works such as approach road,
quarters colonies, buildings shall be the industrial areas and
preference shall be given to the capable local contractors so that the
local people get benefits from such works of the unit. All construction
works irrespective of the amount/value should be tendered on 100%
basis within the State of Sikkim.

(3) In case the unit requires raw materials in the form of vegetables,
fruits, milk meat and other goods including construction materials
which are locally available in the State of Sikkim then it sh all be the
responsibility of the unit to ensure that the entire products are
procured from the local suppliers. Even otherwise if goods are required
other than for use as raw materials, it may be ensured that the same
is purchased locally.

12. VERIFICATION AND CHECKS AND AUDITS :

(1) The Government may have all powers to conduct any surprise and pre-
informed verification and checks on the unit in relation to all matters
specified above and with respect to matters not specified above but
being of relevance and importance. The Commerce and Industries and
other relevant Departments of the State Government would conduct
routine inspection regularly for which the unit shall extend all help
and full co-operation to the concerned Departmental officials.

(2) In relation to verification, checks and Audits where the Government

would have to appoint a professional firm, the Government would
appoint the necessary professional firms and the unit shall have to
extend all help and cooperation to such firm to enable them check and
verify the issues.

3
 12 A. SETTING UP OF W ARE HOUSES

All Pharmaceutical units shall set up their ware houses within

the State of Sikkim.

13. AM ENDM ENTS FROM TIM E TO TIM E :

With changing times, modernization of infrastructure and other

allied matters, if the Government deems necessary to amend, improvise
and add any clauses to this MOA, the Government reserves the right to do
so. However, in the said event the Government shall provide the copy of
the amended version of MOA/or the Amended clause for acceptance of the
unit, which the unit shall accept.

14. NON-COM PLIANCE :

(1) In the event of non-compliance of the above terms and conditions as

agreed by the Investor, the Investor hereby agrees on the under
mentioned penalties and related clauses.

(2) An amount of penalty as deemed fit by the Government considering

the nature and quantum of non-compliance.

(3) In cases of non-compliance of serious nature, the license may be

revoked and adequate compensation has to be borne by the investor to
all the affected parties, namely labourers, contractors and other
related persons including Government as deemed fit by the
Government.

(4) Other steps as appropriate shall be taken by the Government

considering the individual nature of each case.

The following are the conditions as agreed by the Government of Sikkim.

15. (1) The Government hereby agrees to grant to the Company all
consents, permissions statutory/non-statutory, within its purview,
to undertake establish, operate and maintain the unit, provided
however that the Investor/Unit makes diligent and complete
applications for obtaining such statutory/non-statutory consents or
permissions. The responsibility of obtaining approvals/ clearances
shall, however, rest with the Investor/Unit for all legal and
Government approved activities. The Government Department shall
provide permissions/clearance as prescribed in the ease of doing
business guidelines.

(2) The Government will extend all necessary help and co-operation to
the Investor/Unit and assist the Investor/Unit in obtaining the
Restricted Area Permits for its employees, contractors, agents: and
representatives in connection with the Government approved
activities of the Industrial Unit.

(3) After the commission of the industrial unit and subject to fulfilment
of terms and conditions of the Agreement by such industrial unit,
the Government shall facilitate grant of eligible incentives to the
unit.

4
 16. ARBITRATION
In the event of any disputes, the same shall be settled by referring to
an arbitrator to be appointed as may be mutually agreed upon by
the parties under the Arbitration and Conciliation Act, 1996. The
jurisdiction of arbitration shall be at Gangtok, Sikkim and the
language of arbitration shall be in English

17. REGISTRATION
The agreement shall be registered with the Registrar/ Sub-
Registrar, East Sikkim, Gangtok under the provision of Registration
of Documents Rules, 1930. The parties to the Agreement or their
authorized representatives may appear before the Registrar/Sub-
Registrar/Sub-Registrar for the purpose of registration.

IN WITNESS WHEREOF, the Parties hitherto have set and subscribed their
respective signatures on the date month and the year first written above.

SIGNATURE AND SEAL

Authorized Signatory Director

For and on behalf of Investor/Unit Commerce & Industries Department
Name: For and on behalf of Governor of Sikkim

Seal:

W ITNESS

1……………………………………………….

2……………………………………………….