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    Corporate Governance Guideline

    Status of Compliance with the conditions imposed by the Commission’s Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated August 07, 2012 issued under section 2CC of the Securities and Exchange Ordinance, 1969

    Condition No.

    Title

    Compliance Status

    (Put √ in the appropriate column)

    Remarks

    (If any)

    Complied

    Not complied

    1.0

    Board of Directors

    1.1

    Board’s Size (Shall not be less than 5 and more than 20)

    1.2

    Independent Director

    1.2 (i)

    At least 1/5th Independent Directors of the total directors

    1.2(i)

    Independent Directors means for this clause

    1.2 (ii)a)

    Holding no share or less than 1% of paid up shares

    1.2 (ii)b)

    Not a sponsor of the Company

    1.2 (ii)c)

    Not have any relationship with the Company

    1.2 (ii)d)

    Not a member, director of any stock exchange

    1.2 (ii)e)

    Not a shareholder, director of Member of Stock exchange

    1.2 (ii)f)

    Not a partner of executive of statutory audit firm

    1.2 (ii)g)

    Not independent director more than 3 listed companies

    1.2 (ii)h)

    Not convicted by a court

    1.2 (ii)i)

    Not convicted for a criminal offence

    1.2 (iii)

    Appointed by the Board of Directors & approved in AGM

    1.2 (iv)

    Post can not remain vacant for more than 90 days

    1.2 (v)

    Code of conduct of all Board members & annual compliance of the code to be recorded

    1.2 (vi)

    Tenure of the office of an Independent director

    1.3

    Qualification of Independent Director (ID)

    1.3 (i)

    Independent director shall be knowledgeable individual 

    1.3 (ii)

    Professional qualification and experience of the Independent director

    1.3 (iii)

    Qualification of the Independent director may be relaxed

    -

    -

    N/A

    1.4

    The position of the Chairman of the Board and Chief Executive Officer shall be filled by different individuals and their roles and responsibilities shall be clearly defined 

    1.5

    The Directors’ Report to the Shareholders

    1.5 (i)

    Industry outlook and possible future development

    1.5 (ii)

    Segment or product-wise performance

    1.5 (iii)

    Risks and concerns

    1.5 (iv)

    A discussion on Cost of Goods sold, Gross & Net Profit margin

    1.5 (v)

    Discussion on continuity of any Extra-Ordinary gain or loss

    N/A

    1.5 (vi)

    Basis of related party transaction should be disclosed

    1.5 (vii)

    Utilization of proceeds from public issues, rights issue and/or through others instruments

    1.5 (viii)

    Explanation of deteriorated financial result after IPO, Rights

    -

    -

    N/A

    1.5 (ix)

    Significant variations between financial statements

    -

    -

    N/A

    1.5 (x)

    Remuneration to directors including Independent Director

    1.5 (xi)

    Preparation of financial statements

    1.5 (xii)

    Maintaining of proper books of accounts

    1.5 (xiii)

    Appropriate accounting policies have been applied

    1.5 (xiv)

    Applicable IAS / BAS / IFRS / BFRS have been followed

    1.5 (xv)

    System of internal control is sound in design

    1.5 (xvi)

    There is no significant doubt to continue as a going concern

    1.5 (xvii)

    Significant deviation shall be highlighted

    1.5 (xviii)

    Key operating and financial data shall be summarized

    1.5 (xix)

    In case of no declaration of dividend

    -

    -

    N/A

    1.5 (xx)

    Number of Board meetings & attendance by each director

    1.5 (xxi)a)

    Share held by Parent/Subsidiary/Associate Companies

    1.5 (xxi)b)

    Share held by Directors, CEO, CS, CFO, Head of Internal Audit

    1.5 (xxi)c)

    Share held by Executives

    1.5 (xxi)d)

    Shareholders holding 10% or more voting interest

    1.5 (xxii)a)

    A brief resume of the director

    1.5 (xxii)b)

    Nature of his/her expertise

    1.5 (xxii)c)

    Other companies in which the person is associated

    2.0

    Chief Financial Officer (CFO), Head of Internal Audit and Company Secretary (CS)

    2.1

    Appointment of a CEO, Head of Internal Audit, Company Secretary and their roles, responsibilities and duties shall be clearly defined

    2.2

    Requirement to attend the Board Meetings of CFO and CS

    3.0

    Audit Committee

    3 (i)

    The company shall have an Audit Committee

    3 (ii)

    The Audit Committee shall assist the Board of Directors

    3 (iii)

    The Audit Committee shall be responsible to the Board and its duties shall be clearly set forth in writing

    3.1

    Constitution of Audit Committee

    3.1 (i)

    Composition of the Audit Committee

    3.1 (ii)

    The Board shall appoint members of the Audit Committee

    3.1 (iii)

    Literacy of members of the Audit Committee

    3.1 (iv)

    Filling of casual vacancy of the Committee members

    3.1 (v)

    Secretary of the Audit Committee

    3.1 (vi)

    Quorum of the Audit Committee meeting 

    3.2

    Chairman of the Audit Committee

    3.2 (i)

    Chairman of the Audit Committee

    3.2 (ii)

    Presence of Chairman of the Audit Committee at AGM

    3.3

    Role of the Audit Committee

    3.3 (i)

    Oversee of financial reporting process

    3.3 (ii)

    Monitor of accounting policies and principles

    3.3 (iii)

    Monitor of internal control risk management process

    3.3 (iv)

    Oversee hiring and performance of external auditors

    3.3 (v)

    Review of Management & financial statement

    3.3 (vi)

    Review of Management & half yearly financial statement

    3.3 (vii)

    Review of the adequacy of internal audit function

    3.3 (viii)

    Review of related party transaction

    3.3 (ix)

    Review of Mgt. Letter / Internal control weakness

    3.3 (x)

    Disclose of IPO / RIPO / Right Issue fund utilization 

    3.4

    Reporting of the Audit Committee

    3.4.1

    Reporting to the Board of Directors

    3.4.1 (i)

    Audit committee shall report its activities to the Board

    3.4.1 (ii)

    Audit committee shall immediately report to the Board

    3.4.1 (ii)a)

    Report on Conflicts of interest

    -

    -

    N/A

    3.4.1 (ii)b)

    Suspected fraud/Irregularities/material defect in internal control

    -

    -

    N/A

    3.4.1 (ii)c)

    Suspected infringement of law, rules and regulations

    -

    -

    N/A

    3.4.1 (ii)d)

    Any other matter which shall be disclosed to the Board

    -

    -

    N/A

    3.4.2

    Reporting to the Authorities

    -

    -

    N/A

    3.5

    Reporting to the Shareholders and General Investors

    -

    -

    N/A

    4.0

    External/Statutory Auditors

    4 (i)

    Appraisal or valuation services or fairness opinions

    4 (ii)

    Financial information systems

    4 (iii)

    Book-keeping to the accounting records

    4 (iv)

    Broker-dealer services

    4 (v)

    Actuarial services

    4 (vi)

    Internal audit services

    4 (vii)

    Any other service that the Audit Committee determines

    4 (viii)

    Shareholding of the company by the external audit firms

    4 (ix)

    Audit/certification service on compliance of corporate governance

    5.0

    Subsidiary Company

    5 (i)

    Provision to the composition of the Board of Directors of holding company shall be made applicable for subsidiary company 

    5 (ii)

    Inclusion of at least 1 Independent director of holding company in the Board of Directors the subsidiary company

    5 (iii)

    Minutes of the Board meeting of the subsidiary company shall be placed at the board meeting of the holding company 

    5 (iv)

    Minutes of the holding company shall state that the affairs of the subsidiary company have reviewed

    5 (v)

    Audit Committee of the holding company shall review the financial statements of the subsidiary company

    6.0

    Duties of Chief Executive Officer and Chief Financial Officer

    6 (i)(a)

    Statements do not contain any materially untrue statement

    6 (i)(b)

    Statement present true & fair view of company’s affairs

    6 (ii)

    No fraudulent, illegal or violation of transaction are entered

    7.0

    Reporting and Compliance of Corporate Governance

    7 (i)

    Certificate from practicing professional Accountant / Secretary

    7 (ii)

    Compliance report on Corporate Governance Guidelines