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THE LISTING REGULATIONS

OF
ISLAMABAD STOCK EXCHANGE
(G) LIMITED

As amended on June 29, 2012 and sent for Gazette Notification

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I. PRELIMINARY

1. Short title and extent of applicability:

(1) These Regulations may be called "Listing Regulations of the
Islamabad
Stock Exchange (Guarantee) Limited"

(2) The Regulations shall apply to all companies, and securities applying
for listing and those listed on the Exchange.


2. (1) In the Regulations, unless there is anything repugnant in the subject
or
context;

i. Bid Collection Centre, means pre-determined places where
applications for bidding of shares are collected by the Book Runner on
behalf of the Issuer/Offeror and may include offices of Corporate
Brokerage Houses, Schedule Banks, Development Financial Institutions
and Investment Finance Companies, subject to appointment of these
institutions as agent by the Book Runner through an agreement in writing
for the purpose, with the consent of the Issuers/Offerer.
ii. Bidding Period, means the period during which bids
for subscription of shares will be made by Institutional
Investors and HNWI.
iii. "Board" means the Board of Directors of the Exchange;
iv. Book Building, means a mechanism of price determination
through which indication of interest for investment in the shares
offered by an issuer/offeror is collected from Institutional Investors
and HNWI and a book is built which gives a picture of demand
for the shares at different price levels. The strike price is
determined based on the price at which demand for the share at
the end of book building period is sufficient to raise the minimum
capital required;
v. Book Building Offer, means the offer made under the
Book
Building process;
vi. Book Runner, means a Corporate Brokerage House, appointed
as
Book Runner by the Issuer/Offeror;
vii. CDC means the Central Depository Company of Pakistan Limited;

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viii. CDS means the Central Depository System established and
operated by the Central Depository Company of Pakistan Limited;
ix. Commission means the Securities and Exchange Commission
of Pakistan;
x. Defaulters Segment Defaulters segment means a separate
segment of companies, which have committed irregularities mentioned in
Regulation No. 30(1).

xi. Eligible Security means a security which CDC has declared to
be eligible for deposit with the CDC;
xii. "Exchange" means the Islamabad Stock Exchange
(Guarantee) Limited;
xiii. Final Prospectus/Offer for Sale Document, means
the prospectus/offer for sale document containing all the
information & disclosures as required under the Companies
Ordinance, 1984 together with disclosure of the strike price and
results of the Book Building process;
xiv. Floor Price, means the minimum price set by the Issuer/Offerer
for offer of shares;
xv. General public means all individual and institutional
investors including both Pakistani (residents & non-residents)
and foreign investors;
xvi. High Net worth Individual Investor (HNWI), means an
individual
investor who applies or bids for shares of the value of Rs.
1,000,000/- or above in the Book Building process.
xvii. Institutional Investor, includes both local and foreign
institutional investors;
xviii. Investment Finance Company, means an investment
finance company as defined in the Non-Banking Finance
Companies
(Establishment and Regulation) Rules, 2003.
xix. Issuer, means a public limited Company or a body corporate
which intends to issue shares to the public through prospectus under
section
57 of the Companies Ordinance, 1984;
xx. Lead Manager, means a Corporate Brokerage House, or a
Schedule Bank or a Developmental Financial Institution or an
Investment Finance Company appointed as Lead Manager by the
Issuer/Offeror;

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xxi. Limit Price, means the maximum price a prospective
Institutional Investors or HNWI is willing to pay for a share
under the Book Building process;
xxii. "Listed Company" "Listed company" means a company or a
body corporate or other body which has been listed in accordance
with the regulations and whose securities are listed and include a
provisionally listed company under these regulations for trading in
provisionally listed companies of the Exchange;
xxiii. "Listed security" shall include any share, scrip, debenture,
participation term certificate, modaraba certificate, mushariqa
certificate, Sukuk Certificates, term finance certificate, bond, pre-
organization certificate or such other instruments as the Federal
Government may by notification in the Official Gazette specify for
the purpose and which is accepted for listing on the Exchange in
accordance with the Regulations;

xxiv. Deleted
xxv. Offeror, means a person who directly or indirectly holds more
than
10% of any shares of a public limited company or a body
corporate and offer for sale such shares, in full or in part, to the
general public;


xxvi Offer Price, means the price per share at which shares are
offered for sale to the general public. This may either be the strike
price or a price at a certain discount to the strike price;

xxvii. "Ordinance" means the Companies Ordinance, 1984 (XLVII
of
1984);
xxviii. Preliminary Prospectus/Offer for Sale Document, means
the preliminary offering document containing all the
information & disclosures as required under the Companies
Ordinance, 1984, approved by the Commission under Section 57
or Section 62 of the Companies Ordinance, 1984 as the case
may be and issued to the Institutional Investors and HNWIs for
the Book Building process;
xxvix. "Prescribed" means prescribed by these Regulations or
under authority hereof;
xxx. Public Issue/Offer, means issue/offer of shares by an
Issuer/Offeror to the general public;

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xxxi. "Regulations" means these Listing Regulations of the Exchange
for the time being in force;
xxxii. "Secretary" means the Secretary of the Exchange;
xxxiii. "Securities & Exchange Ordinance" means the Securities
& Exchange Ordinance, 1969 (XVII of 1969).
xxxiv. Step bid, means a series of limit bids at increasing prices
xxxv. Strike Price or the Issue Price, means the price of
share determined/discovered on the basis of book building process
and is the price at which the shares are issued to institutional
investors and HNWI;
xxxvi. Strike order, means a bid for a specified number of shares at
the strike price to be determined under the Book Building process;
(2) Words or expressions defined in the Ordinance and the Securities &
Exchange Ordinance shall, except those defined herein or where the subject or the
context forbids, bear the same meanings as in those Ordinances or either of them and
in the case of word or expression bears different meanings under both the Ordinances,
that meaning which is carried or included in the Companies Ordinance, 1984 shall
prevail and have preferred application.



II. LISTING OF COMPANIES & SECURITIES

3. (1) No dealings in securities of a company shall be allowed on
the Exchange, either on the Ready Quotation Board or Future counter, unless the
company or the securities have been listed and permission for such dealing has
been granted in accordance with the Regulations.

(2) The permission under Sub-Regulation (1) may be granted upon
an application being made by the company or in respect of the securities in the
manner
prescribed. The Exchange, in granting such permission will consider among
other things, sufficiency of public interest in the company or the securities.

(3) The Exchange shall decide the question of granting
permission within a maximum period of three months from the date of
receipt of listing application. In case the permission is refused, the reasons thereof
will be communicated to the applicant and the Commission within two weeks of the
decision.

(4) The Board will be the sole authority to grant, defer or
refuse such permission and may for that purpose, relax any of these Regulations
subject only to two-third majority of the directors present at such meeting of the

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Board and so resolving.

4 (1) The application for listing shall be made on Form-I by the applicant company and shall
be accompanied by the documents as mentioned in Appendix-I.
(2) The Board may require additional evidence,
declarations, affirmations and information as also other forms
to be filled up and all such requisitions shall be deemed to be prescribed requisitions
for the purpose of a proper application for consideration by the Board for listing.

(3) If an application together with the additional information
referred to in Sub-Regulation (2) is not submitted, the Board may defer consideration
or decline to consider it in which case such application will stand disposed off
as refused. However, the applicant may move a fresh application after six months
from the date of refusal unless the Board other-wise decides.

(4) An applicant company or security applying for listing shall
furnish full and authentic information in respect thereof and such other particulars as
the Board or the Exchange may require from time to time. All routine particulars
may be called for by the Secretary.





III. UNDERTAKING

5. No listing of a company or security shall be permitted unless the applicant company
provides an undertaking on Form-II to abide by these Regulations.

(2) The Company and/or the authorized representative in respect of
securities, as the case may be, shall further undertake:-

i) that the securities shall be quoted on the Ready Quotation
Board and/or the Future Counter at the discretion of the Exchange;


ii) that the Exchange shall not be bound by the request of the
company to remove its securities from the Ready Quotation Board
and/or the Future Counter;

iii) that the Exchange shall be authorized and have the right, at
any time and without serving notice if it be deemed proper, to
suspend or to remove any shares or securities from the Ready
Quotation Board and/or the Future Counter for any reason, which

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the Exchange considers sufficient in public interest subject,
however, to the procedure laid down in Section 9 of the Securities and
Exchange Ordinance;

iv) that such provisions in the Articles of Association of a company
or in any declaration or basis relating to any other security as
are or otherwise not deemed by the Exchange to be in conformity
with the Regulations shall, upon being called upon by the Board,
be amended forthwith and until such time
as these amendments are made, the provisions of these
Regulations shall be deemed to supersede the Articles of Association
of the Company or the nominee relating to the other securities to
the extent indicated by the Board for purposes of amendment.

v) that the company or the security may be de-listed by the Board in
the event of non-compliance and breach of undertaking given hereunder.


III-A. OFFER OF CAPITAL BY COMPANIES / MODARABAS TO THE
PUBLIC

6 A. (1) The offer of shares to the general public shall not be less than Rs. 100 million
or 20% of the share capital of the company, whichever is higher, unless the
limit is relaxed by the Exchange with the approval of the Securities &
Exchange Commission of Pakistan.

(3) The Issuer or the Offerer, as the case may be, may allocate share capital
upto twenty percent of the public offer to overseas Pakistanis. The amount
should be subscribed through proper banking channel.
Provided that in case of under subscription in either of the categories i.e., the
quota allocated to resident or non-resident Pakistanis, the unsubscribed
portion will be allocated to the applicants of other category.
(4) The Issuer may allocate share capital upto five percent of the public offer
to its employees. The Offerer may allocate share capital upto five percent of
the public offer to employees of the company whose shares are offered.

(5) In the case of a Modaraba applying for listing on the Exchange, 30 % of
the total paid-up capital shall be subscribed by the sponsors or their associates

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or friends, relatives and associated undertakings and the balance 70% shall be
offered to the General Public.

(6) The Stock Exchange, if it is satisfied that it is not practicable to comply with
the requirements of any of the above Regulations in a particular case or class of
cases, the Exchange may, for the reasons to be recorded, relax the Regulations
subject to approval of the Commission.


(7) The allocation of shares to:

(i)Sponsors in excess of 25%; and

(ii)Allocation of shares, under Pre-IPO placement including employees
of the companies / group companies etc., shall not be saleable for a
period of six months from the date of public subscription.

(8) In case where the shares of the company are issued / offered through
book building, it shall comply with the requirements as set out in Appendix 4
of these Regulations

IV. PROSPECTUS, ALLOTMENT, ISSUE & TRANSFER OF SHARES

7. (1) No Company will be listed unless it is registered under the Ordinance as
a public limited company or has been setup under a statute and its minimum
paid-up capital is Rs. 200 million.

(2) Companies registered in Northern areas and Azad Jammu & Kashmir
will be eligible for listing and will be treated at par with companies registered in
Pakistan.

(3) Despite receiving the application for listing and any preliminary
actions thereon, no company shall be listed unless it has made a public issue which is
subscribed by not less than 500 applications.

(4) The requirements of Sub section (1) or (3) shall not apply to listing
of securities other than shares of companies unless any law so requires or the
Federal Government, in exercise of its power under the Securities & Exchange
Ordinance so directs.

(5) The Companies may make a public offer of securities to be
eligible securities in the CDS.


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8. (1) The Prospectus or the offer for sale shall be submitted to and cleared by
the Exchange before an application for its approval is made to the Commission.
The Exchange may require additional information, data, certification or requirement
to be included in the prospectus or the offer for sale. If any applicant fails to comply
with such requirements, the Exchange may refuse to issue clearance under these
Regulations.

(2) The Prospectus or the offer for sale shall conform to and in accordance
with the requirements and provisions of the Ordinance and/or the Securities and
Exchange Ordinance and any other law or legal requirements for the time being
applicable. The application made to the Commission shall, amongst other things, be
accompanied by the clearance given by the Exchange under Sub-regulation (1).


(3) Without prejudice to the foregoing, the prospectus or the offer for sale
shall fulfill all requirements of the law and instructions of the Commission as well
as the criteria for listing and the guidelines laid down by the Exchange from time to
time, not being inconsistent with law or instructions of the Commission.

(4) The prospectus or offer for sale with the proforma application form shall
be published by the company in at least one widely circulated English and Urdu
daily newspaper each at Karachi, Lahore and Islamabad or as the Exchange may in
addition require, at least 7 (seven) days in advance but not more than 30 (thirty) days
before the date of the opening of the subscription list.

(5) The issuer shall make available to the Exchange and to the bankers the
issue for distribution printed copies of prospectus or offer for sale and application
forms in the quantity to be determined by the Exchange and the Bankers. The
company shall also accept application on identical forms.

(6) Applications for shares shall be accepted only through bankers to the
issue, whose names shall be included in the prospectus or the offer for sale.

(7) The directors or the offerers, as the case may be, shall not participate
in subscription of shares offered to the general public.

(8) A. The share certificates shall be issued in such marketable lots or in any
other manner as may be determined or approved by the Exchange.

B. The application money shall be refunded, within such time as is prescribed
in Regulation 9(4), if the company is not listed on the Exchange for any reason
whatsoever or the listing is refused.


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9. (1) The Company shall inform the Exchange of the subscription received
which information shall be communicated in writing under the hand of an authorized
person with certificate (s) from Bankers to the Issue, within five working days of the
closing of subscription.
(2) The company shall take a decision within 10 days of the
closure of subscription list as to which applications have been accepted or are
successful.

(3) The company shall refund the application money in case of
un- accepted or unsuccessful applications within 10 days of the date of such decision.

(4) In case the application for listing is refused by the Exchange,
for any or whatsoever reasons, the company shall forthwith pay without
surcharge all moneys received from applicants in pursuance of the prospectus or the
offer for sale and any such director of the company shall be, jointly and severally,
liable to repay that money with surcharge at the rate of one and half percent for
every month or part thereof from the expiration of the fifteenth day.

(5) In case of over-subscription, the company, or the offerers, as
the case may be, shall immediately submit to the Exchange, copies of the ballot
register of successful applications.

(6) The company shall dispatch all shares certificates, in
marketable lots, within 30 days of the closing of subscription list to all the
successful applicants under intimation to the Exchange.

Provided that where the security has been declared to be an
eligible security, Share Certificates shall be issued by the company and deposited
directly into the CDS in such manner as may be prescribed by the CDC.
(7) Any company which makes a default in complying with the requirements of
any Sub-Regulation of Regulation 9, shall pay to the Exchange a penalty of Rs. 5,000/-
(Rupees five thousand only) for every day during which the default continues. The
name of such company shall be notified to the members of the Exchange and placed
on the website of the Exchange.

(8) Any action under these Regulations shall be without prejudice
to the action or steps taken by any other person or Commission.

10. The company or the offerers shall, within 30 days of closing of subscription

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list, pay brokerage to the members of the Exchange at the minimum rate of one percent
of the value of the shares actually sold through them.

11. (1) The Company shall split allotment letters and letters of right
into marketable lots within seven days of receipt of such application.

(2) The company shall consolidate or split, as may be required by
a security holder in writing certificates into marketable lots
within
30 days of receipt of such application. In case
the split/consolidation results in lots other than marketable
lots, the company may charge an amount, which shall
not exceed Rs.100/= for each certificate.

Provided that requirement of sub-regulations (1) &
(2) shall not apply where the security has been declared an
eligible security and held in the name of CDC. In such
cases, the procedure as prescribed by the CDC shall be
complied with.


12. Deleted.

13. (1) The company shall verify the signature of shareholders within
48
hours of such request.


(2) The company shall complete shares transfer and have ready
for delivery the share certificates lodged for registration of transfer within 45 days
of the application for such transfer and its registration.

Provided that this regulation shall not apply in case of eligible securities deposited
into the CDS. In such cases, the procedure as prescribed by the CDC shall be complied
with.

14.(1) The company shall give a minimum of 14 days notice to the Exchange prior
to closure of Share Transfer Books for any purpose.
Provided that the companies quoted on the Futures Counter shall intimate
to the Exchange the dates of book closure and corporate actions, if any, on or
before 20
l
" day of the month with a notice period of at least 21 days after
the said 20*" day for commencement of book closure


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(2) The company shall treat the date of posting as the date of lodgment of
shares for the purpose for which shares transfer register is closed, provided
that the posted documents are received by the company before relevant action
has been taken by the company.
(3) The company shall issue transfer receipts immediately on receiving the shares
for transfer.

(4) The company shall not charge any transfer fee for transfer of shares.

(5) The company shall provide a minimum period of 07 days but not exceeding
15 days at a time for closure of Shares Transfer Register, for any purpose, not
exceeding 45 days in a year in the whole.

15. No listed company shall exercise any lien whatsoever on fully paid shares
and nor shall there be any restriction on transfer of fully paid shares. The same shall
apply to all listed securities.


V. DIVIDENDS AND ENTITLEMENTS

16.(1)Every listed company and issuer of a listed security shall advise and keep
advised to the Exchange all decisions of its Board of Directors relating to
cash dividend, bonus issue, right issue or any other entitlement or corporate
action and any other price sensitive information in the manner notified by the
Exchange from time to time. The said information is required to be
communicated to the Exchange prior to its release to any other person or print
/ electronic media.

(2) Whenever a listed company becomes aware or is made aware of any rumor or
report containing material information that is likely to affect market price of its
listed securities or trading volume, which is in any form whatsoever and
howsoever, including that of being broadcasted/presented through the electronic
media and not limited to an article/news or otherwise, published in a newspaper,
newswire, magazine, or any other publication, the company should clarify /
confirm or deny the rumor or false information and set forth the facts sufficient to
clarify the same in writing to the stock exchange, within one day of such
publication / broadcast.

In the event that the Exchange enquires from the Issuer concerning unusual
movements in the price or trading volume of its securities or any related matters,

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the issuer shall respond promptly to the Exchange by giving sufficient
information as is available to the Issuer in order to clarify its position.
(3) In case a listed company or issuer of a listed security fails to communicate timely,
the complete financial results, or any other price sensitive information, it will make the
company liable to pay penalty at a minimum of Rs. 100,000/- (Rupees one hundred
thousand only) and maximum up to Rs. 1,000,000/- (Rupees One million only) to be
determined by the Exchange.
(4) In case a listed company or issuer of a listed security fails to communicate the
accurate / complete financial results, or any other price sensitive information, the chief
executive officer as well as chief financial officer of such listed company or issuer will
be liable to pay a penalty to be determined by the Exchange. Provided that the
amount of such penalty shall not be less than Rs. 100,000/- (Rupees one hundred
thousand only) and shall not exceed Rs. 1,000,000/- (Rupees one million only).
(5) Intimation of dividend and of all other entitlements shall be sent to the Exchange
not later than 14 days prior to commencement of the book closure.

17. Every listed company and issuer of listed security shall send to the Exchange
its quarterly and annual financial results, in the manner notified by the Exchange from
time to time.
18. (1) The company shall send to the Exchange such number of copies of its
statutory report, annual report and audited accounts as may be prescribed by the
Exchange not later than 21 days before a meeting of the shareholders is held to
consider the same.
(2) The company shall send to the Exchange copies of all notices
as well as resolutions prior to their publications and dispatch to the shareholders and
also file with the Exchange certified copies of all such resolutions as soon as these
have been adopted and become effective.

(3) The company shall send to the Exchange such number of
copies of its quarterly accounts as prescribed by the Exchange from time to time and
within the time stipulated under Ordinance.

(4) A company which makes a default in complying with the
requirements of sub regulation (1) or (3) above, shall be liable to pay a

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penalty of Rs. 5,000/- (Rupees five thousand only) for every day during
which the default continues.


19. (1) Every listed company shall;
i) Every listed company shall:- dispatch the interim dividend warrants to the
shareholders concerned within 30 days from the date of commencement of closing
of share transfer register for purpose of determination of entitlement of dividend.
ii) dispatch the final dividend warrants to the shareholders concerned
within 30 days from the date of General Meeting in which the same has been
approved;


iii) intimate the Exchange immediately as soon as all the dividend warrants
are posted to the shareholders;

iv) dispatch interim and final dividend warrants to the shareholders by registered
post unless those entitled to receive the dividend require otherwise in writing.

(2) All dividend warrants, in addition to the place of the Registered Office of
the issuing companies, shall be encashable at Karachi, Hyderabad, Sukkur, Quetta,
Multan, Lahore, Faisalabad, Islamabad/Rawalpindi and Peshawar for a period of
three months from the date of issue.

(3) A listed company, which makes a default in complying with the requirements
of this Regulation, shall pay to the Exchange penalty of Rs. 5,000/- (Rupees five
thousand only) for every day during which the default continues. The Exchange may
also notify the fact of such default and the name of defaulting company by notice and
also by publication in the Daily Quotations of the Exchange.

(4) The Board may suspend or if so decides, delist any company which makes a
default in complying with the requirements of this Regulation.

(5) Any action under these Regulations shall be without prejudice to the action or
steps taken by any other person or Commission.




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VI. ANNUAL GENERAL MEETINGS, ETC.

20. (1) A listed company shall hold its annual general meetings and lay before the said
meetings its financial statements within four months following the close of
financial
year.

(i) Each Modaraba shall hold an annual review meeting of its certificate holders
and lay before the said meeting its financial statements within four months
following the close of its financial year.

Provided that it shall be mandatory for a Company to notify the Exchange of any
extension in time of holding the Annual General Meeting by furnishing to the
Exchange a copy of the letter of approval from the Securities and Exchange
Commission of Pakistan allowing such extension, within 48 hours of receipt of
the same.

(2) Failure to hold the annual general meeting/ annual review meeting in time or
within
the extension in time provided by the Securities and Exchange Commission of Pakistan
and/ or failure to notify the Exchange of any such extension shall make the Company
liable to penalty at the rate of Rs. 5,000/- per day for every day of the default. The
Exchange may also notify the fact of such default and the name of the defaulting
company by notice and also by publication of the same in the Daily Quotations of the
Exchange.

(3) The Board may suspend/ delist any company which makes a default in complying
with the requirements of this Regulation and/or fails to pay the penalty payable hereunder
or imposed by the Exchange


21. (1) The company shall furnish certified true copies of minutes of its annual
general meeting and of every extraordinary general meeting to the Exchange within
60 days of such meeting.

(2) The company shall furnish a complete list of all its security holders as at 31
st
December in each calendar year, duly affirmed to be correct as and upto that date,
within 30 days thereof. If a listed company fails to submit such list as aforesaid, the
company shall be liable to pay a sum of Rs. 1,000/- per day for each day of default
until it continues.
(3) Every Listed Company or issuer of Listed Security shall submit in such form and

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manner as may be prescribed by the Exchange from time to time the number and
break-up of their free-float shares on quarterly basis i.e. as on March 31, June 30,
September 30 and December 31 each year. Such information shall be submitted to the
Exchange within 15 days of close of each quarter.


Explanation:

The term free-float for the purposes of this Sub-Regulation shall mean proportion
of total shares issued by a company, that are readily available for trading at the
Stock Exchange. It generally excludes the shares held by controlling directors /
sponsors / promoters, government and other locked-in shares not available for trading
in the normal course.
(4) (i) A company or an issuer of a listed security which fails to comply with the
provision of sub-regulation (3) above, shall be liable to pay a sum of Rs. 1,000/- per
day for each day of default until it continues.
(ii) A company or an issuer of a listed security which fails to communicate the
correct details of free-float of shares shall be liable to pay a penalty of Rs. 5,000/- per
day from the date of first communication of such details till the correct details
are communicated.

VII. INCREASE OF CAPITAL & ALLIED ISSUES

22. Every listed company shall immediately advise the Exchange of all
decisions taken by its board of directors regarding any change in authorized,
issued or paid-up capital, by issue of bonus shares, right shares or refund of capital.

23. (1) A listed company shall issue entitlement letters or right offers
in marketable lots to all the security holders within a period of 30 (thirty) days from the
date of re-opening of security transfer register of the company closed for this purpose.

Provided that this regulation shall not apply in case of
eligible securities deposited into CDS. In such cases, the procedure as prescribed by
the CDC shall be complied with.

(2) The company shall pay the following fees for extension granted by the
Exchange with regard to issuance of entitlement letters, etc.
(i) for the first 15 days Rs. 250/- per day

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(ii) for the next 15 days Rs. 500/- per
day
Failure to seek extension from the Exchange shall make the company liable to a
penalty at double the rate of extension fee provided above.

(3) No extension shall be granted beyond the period mentioned in sub-regulation
(2) above. In the event of the default continuing after the final extension, the company
shall be liable to an additional penalty at the rate o Rs. 10,000/- per day for each day
of default and also to action of suspension or otherwise delisting by the Exchange.
(4) No company which has been suspended or de-listed, as the case may be, shall be
restored and its shares re-quoted on Exchange until it has paid the full amount of
penalty for the days of the default and receives the assent of the Board for the
restoration.

24. (1) A listed company shall issue bonus shares certificates within a period of 30 days
from the date of re-opening of the share transfer register closed for this purpose:-

(i) the bonus shares shall be credited into the respective CDS Accounts of shareholders
maintained with the CDC or dispatched to the shareholders concerned by registered post
unless those entitled to receive the bonus share certificates require otherwise in writing;

(ii) the Exchange shall be immediately intimated as soon as the bonus shares are credited
/ dispatched to the shareholders;

(iii) A company which makes a default in complying with the requirements of this
Regulation shall be liable to pay a penalty at the rate of Rs. 5,000/- per day until the
default continues and the Exchange may also take action of suspension of trading or de-
listing of the company;

Provided that in case of eligible securities deposited into the CDS, in addition to the
above, procedure as prescribed by the CDC shall also be complied with.

(2) No company which has been suspended or de-listed, as the case may be shall be
restored and its shares re-quoted on Exchange until it has paid the full amount of penalty
for the days of the default and receives the assent of the Exchange for the restoration.

VIII. LISTING OF SUBSIDIARY COMPANY & OTHER MATTERS

25. (1) A listed company distributing shares of its unlisted
subsidiary company in the form of specie dividend, right shares or any similar

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distribution shall get such subsidiary company listed on the Exchange within a
period of 120 days from the date of approval of such distribution by the shareholders
at a meeting of such company.

(2) In case of failure of such subsidiary company to apply for
listing or refusal by the Exchange for such listing on account of insufficient public
interest, or for any other reason whatsoever, the company distributing specie
dividend shall encash the shares of the subsidiary company at the option of the
recipients at a price not less than the current break-up value or face value, whichever
is higher, within 30 days from the expiry of 120 days or from the date of refusal of
listing, whichever is earlier, failure in which behalf shall be default in which event
the trading in the shares of the listed company shall be suspended by the Board or
the company de-listed.

26. A listed company shall obtain prior clearance of the Exchange for
any amendment proposed to be made in its memorandum and articles of association
before the same are placed for the approval of the shareholders.

27. Every listed company shall advise the Exchange of:-

(a) The decision to issue Participation Term Certificates and
the purpose thereof not withstanding that application is to be made to the authorities
later;

(b) Submit copy of the application made to authorities with
relevant details and certified copy of the consent order;

(c) All materials particulars of the Participation Term
Certificates including conditions governing the issue, details of
guarantee/securities, trustees and name of the subscribing institution(s).



28. (1) All listed companies shall obtain prior approval of the Exchange in respect of the
date and time of holding of its annual general meetings.

(2) Failure to obtain prior approval from the Exchange shall make the company
liable to pay penalty of Rs.10,000/- (Rupees ten thousand only).

29. Every listed company and issuer of listed security shall notify to the Exchange
at least one week in advance the date, time and place of its board meeting specially
called for consideration of its quarterly and annual accounts or for declaration
of any entitlement for the security holders in the manner notified by the Exchange

Page 19 of 90


from time to time.


Quality of Audit

29-A All listed companies shall facilitate the Quality Control Review (QCR) of
the audit working papers of practicing chartered accountants, carried out
by the Institute of Chartered Accountants of Pakistan (ICAP) and,
therefore, shall authorize their auditors to make available all the relevant
information including the audit working papers to the QCR Committee of ICAP.


29-B

(i) No listed company shall appoint or continue to retain any person as an auditor,
who has been found guilty of professional misconduct, by the Commission or by a
Court of Law, for a period of three years unless a lesser period is determined by the
Commission. In case a firm has been appointed as an auditor, and if any of its
partners has been held guilty of professional misconduct, the firm shall only be
eligible for appointment as an auditor provided a written confirmation is given by the
firm to all the stock exchanges of the country and the Commission with a copy to
ICAP to the effect that such a partner shall not be engaged in the audit of any listed
company for the specified period.


(ii) A person appointed as an auditor shall be guilty of professional misconduct if he:

a. fails to report a material misstatement or fact known to him and non-disclosure
of which may render the financial statements misleading or disclosure of which is
necessary in his professional capacity;

b. fails to obtain sufficient information to warrant the expression of an opinion or
his exceptions are sufficiently material to negate the expression of an opinion;


c. makes a statement which is misleading, or deceptive;

d. incites any one to commit a criminal offence, or helps or encourages anyone
in planning or execution of a criminal offence which is committed;

e. agrees with anyone to prevent or obstruct the course of justice by
concealing, destroying or fabricating evidence by a misleading statement which he
knows to be untrue;


f. deceives any person, either by making a statement, which he knows to be false,
or by suppressing matters relevant to a proper appreciation of its significance;

Page 20 of 90



g. expresses his opinion on financial statements of any business or enterprise
in which he, his firm or a partner in his firm has substantial interest.

h. is penalized under any of the provisions of the Companies Ordinance, 1984
in relation to his function as an auditor of a listed company; and


i. is guilty of any other act which is determined as professional misconduct by
the
Commission in relation to his function as an auditor of a listed company.

31-C (i) No listed company shall appoint or continue to retain any person as
an auditor who is engaged by the company to provide any service that are prohibited.

(ii) A listed company shall also not appoint or continue to retain any
person as an auditor, if a person associated with the auditor is, or has been, at any
time during the preceding three months engaged as a consultant or advisor or to
provide any services that are prohibited.


Explanation:

For the purposes of this regulation, the expression associated with shall mean
any person associated with the auditor, if the person: -

a. is a partner in a firm, or is a director in a company, or holds or controls shares
carrying more than twenty percent of the voting power in a company, and the
auditor is also partner of that firm, or is a director in that company or so holds or
controls shares in such company; or

b. is a company or body corporate in which the auditor is a director or holds or
controls shares carrying more than twenty percent of the voting power in that
company or has other interest to that extent.

Explanation: For the purpose of this regulation the services that are prohibited
shall mean the following:


1. Preparing financial statements, accounting records and accounting services;
2. Financial information technology system design and implementation,
significant to overall financial statements;
3. Appraisal or valuation services for material items of financial statements;
4. Acting as an Appointing Actuary within the meaning of the term defined by
the

Page 21 of 90


Insurance Ordinance, 2000;
5. Actuarial advice and reviews in respect of provisioning and loss assessments
for an Insurance entity;

6. Internal Audit services related to internal accounting controls, financial
systems or financial statements;
7. Human resource services relating to:-

i) Executive recruitment;

ii) Work performed (including secondments) where
management decision will be made on behalf of a listed
audit client;


8. Legal services;
9. Management functions or decisions
10. Corporate finance services, advice or assistance which may involve
independent threats such as promoting, dealing in or underwriting of shares of
audit clients.
11. Any exercise or assignment for estimation of financial effect of a transaction
or event where an auditor provides litigation support services as
identified in paragraph 9.187 of Code of Ethics for Chartered Accountants.
12. Share Registration Services (Transfer Agents) and;
13. Any other service (s), which the Council with the prior approval of the
Securities and Exchange Commission of Pakistan, may determine to be a
prohibited service.

The Commission may, in its sole discretion and to the extent deemed fit and
proper exempt one or more services from the restriction aforesaid. ICAP also may, with
the prior written approval of the Commission, and to the extent deemed fit and proper,
exempt one or more services from this restriction.


IX. DE-LISTING, SUSPENSION AND DEFAULTERS' COUNTER

30. (1) A listed company may be placed in the Defaulters Segment, suspended and/
or de-listed for any of the following reasons and in the manner as provided herein below:


(a) A listed company shall be placed in the Defaulters Segment if from three years of
the date of formal listing, it has not started commercial production in the case of a

Page 22 of 90


manufacturing company or has not commenced business in the case of any other
company.
(b) A listed company shall be placed in the Defaulters Segment if it has failed to hold its
Annual General Meeting for two consecutive years.
(i) Trading shall be suspended in shares of such company and notice of suspension,
including therein the cause of suspension, shall be disseminated immediately to any other
stock exchange(s) on which such company is listed. The suspension in trading of shares
of the company shall continue till the default is rectified and annual accounts are
approved;
(ii) The Exchange shall, on the date of suspension of a company due to violation of
Regulation 30(1)(b), issue notice to the company under intimation to the Commission, for
rectifying the default within a period of 90 days. Provided that upon failure to rectify the
default within 90 days, the Exchange may, under intimation to the Commission and on
reasonable grounds that the default would be rectified, provide the company with an
additional period of not more than 90 days to rectify the default;
(iii) Upon failure of the company to rectify the default within the period specified by the
Exchange under Regulation 30(1)(b)(ii) above, the Exchange through a notice in writing
shall delist the company under intimation to the Commission.
(c) A listed company shall be placed in the Defaulters Segment if winding-up
proceedings of the company have been initiated.
(i) Trading shall be suspended in shares of such company and notice of such
suspension, including therein the cause of suspension, shall be disseminated
immediately to any other stock exchange(s) on which such company is listed. The
suspension in trading of shares of the company shall continue till the cause of its
placement on the Defaulters Segment is removed;
(ii) In case of voluntary winding-up, the Exchange shall suspend trading in shares of a
company prior to opening of market on the next trading day from the date of receipt of
information from such company for passing of special resolution for voluntary
winding-up;
(iii) In case of winding-up by Court, the Exchange shall suspend trading in shares of a
company prior to opening of market on the next trading day from the date of receipt of

Page 23 of 90


information regarding presentation of the winding-up petition in the Court or passing
of special resolution, as the case may be;
(d) A listed company shall be delisted if its official liquidator/ liquidator has been
appointed, whether by the Court or the company, as the case may be.

(e) A listed company shall be placed in the Defaulters Segment if it has failed to pay:
(i) the annual listing fees as prescribed in these Regulations for a period of 2 years; or
(ii) any penalty imposed under these Regulations; or
(iii) any other dues payable to the Exchange;
(f) A listed company may be placed in the Defaulters Segment and the Exchange may
suspend trading in its shares if it has failed to comply with the requirements of any of
these Regulations;
(g) A listed company shall be placed in the Defaulters Segment if it for any reason
whatsoever refuses to join the CDS after its securities have been declared eligible
securities by the CDC.
(2) (a) The Exchange, on the same day of placement of a company in the Defaulters
Segment under Regulation 30(1)(e) or 30(1)(g), or both, shall issue instructions to such
company for rectifying the default within ninety (90) days.
(b) Upon failure of the company to rectify the default within the stipulated time period
the Exchange shall immediately suspend trading in shares of the company and
simultaneously issue compulsory buy-back directions to the majority shareholders/
sponsors having control of the company to provide all the shareholders an option for
selling their shares to the majority shareholders/ sponsors and the shares tendered by the
shareholders shall be purchased by the majority shareholders/ sponsors. The price for
such buy-back of shares shall be fixed by the Exchange in accordance with Regulation
30-A.
(c) Upon completion of the compulsory buy-back of shares by majority shareholders/
sponsors or failure of the company to comply with the compulsory buy-back
directions within such reasonable time as may be specified by the Exchange in its
notice, but not exceeding 90 days in total from the date of such directions, the

Page 24 of 90


company shall be delisted through a notice in writing by the Exchange under
intimation to the Commission.
Provided that in case a company is also listed on another stock exchange in Pakistan
but not in similar default as provided in Regulation 30(1)(e) above at such other
stock exchange, the Exchange shall not issue any directions for compulsory buy-
back of its shares and shall delist the company subject to clearance of all the
outstanding dues.

Provided further that if the company is in default as provided in Regulation 30(1)(e)
at all the stock exchanges where it is listed, the compulsory buy-back directions shall
be issued by all the stock exchanges in coordination with each other.
(3) No company which has been de-listed or suspended shall be restored and its shares
re-quoted until it removes the causes of de-listing/suspension and receives the assent
of the Board for the restoration.
(4) No company shall be de-listed under these Regulations, unless such company has
been given an opportunity of being heard.

Follow-up action after placing the companies in the Defaulters Segment:

(5) Effects of suspension of trading in the shares of a company suspended at all the stock
exchanges on which it is listed:
(a) Transfer in the physical shares of such company shall be restricted. However, such
restriction shall not be applicable in cases where:
(i) the Share Registrar/ Transfer Agent/ the company has received transfer request
from a shareholder prior to the date of suspension; or
(ii) the shares have been purchased prior to the date of suspension of trading and
the shareholder provides proper instrument of transfer, evidencing purchase of such
shares prior to the date of suspension, to the Share Registrar/ Transfer Agent/ the
company.

Page 25 of 90


(b) It shall be mandatory upon the company to ensure that no transfers in physical shares,
other than as specified in Regulation 30(5)(a)(i) and 30(5)(a)(ii) above, take place during
the period of suspension. The company shall provide the Exchange with a copy of its
Share Transfer Register, as of the day prior to the day of suspension, and details of any
transfers registered under Regulation 30(5)(a)(i) and 30(5)(a)(ii) subsequent to
suspension in trading of its shares shall also be submitted to the Exchange within 48
hours of registration of such transfer.

30-A Voluntary de-listing: -

i) Any company intending to seek voluntary de-listing from the
Exchange shall intimate to the Exchange, immediately, of the intention
of the majority security holders/sponsors to purchase all securities,
without exception, from all the security holders with the purpose to
de-list the security along with the reasons thereof. Such intimation shall
also include minimum price at which the securities are proposed to be
purchased.

Provided that the minimum purchase price are proposed by the
sponsors will be the highest of the benchmark price based on any of the
following:


a) Current Market Price as of the date the exchange receives
the sponsors/ majority security holders intimation under 32-A (i).


b) Average Market Price (Annualized)

c) Intrinsic value per share (estimated net realizable value of assets
of the company)


d) Earnings Multiplier approach (for profitable companies)

e) The maximum price at which the Sponsors had purchased
these shares from the open market in the preceding one year.


Explanation:

Intrinsic value per share
The intrinsic value per share will be determined on the basis of revaluation of
assets, carried out by professional evaluator approved by Pakistan Banks

Page 26 of 90


Association (PBA), any Investment Bank or Valuers having relevant expertise and
duly certified by the Auditors falling in Category A or B of SBP list. The
revaluation of assets carried out by the evaluators shall not be older than six months
from the date of receipt of buy-back application. The intrinsic value may also include
any other factor in addition to tangible and intangible assets of company, which
may be considered appropriate by the Exchange, while fixing the price of shares.


Earning Multiplier approach (for profitable companies):

A profitable company is a company that declares an after tax profit for the three
years preceding the date of the application for voluntary de-listing as reported in its
annual audited accounts.


Fair value = Estimated Earnings * P/E ratio:
Estimated earnings should be arrived at using the weighted average earning per share
of the last three years audited accounts. For this purpose, higher of, weights of 45%,
35% and 20% assigned to preceding three years respectively or latest earning per share
should be used. The P/E ratio to be used may be of the date the Exchange
receives the application under 32-A (i).

This approach is based on the identity that a stocks current price is the product of
its actual earning per share and the P/E ratio. The P/E ratio is calculated by
dividing the

current price by the actual earning per share. To determine the value of stock, both
the earnings and the P/E ratio will have to be estimated.

Price may be determined as a multiple of the P/E ratio of the related sector as on the
date of application for the voluntary buy-back of shares. Earning per share may be
based on the latest audited accounts of the companies in that sector or a weighted
average earning per share of last 3 years of those companies.


Average Market Price:
Daily closing price of the three years preceding the date the Exchange receives
the intimation under 32-A (i) should be used to calculate the Average Market Price.

(ii) The final minimum purchase price of the securities to be de-listed shall be fixed
with the approval of the Exchange.

At the same time the Exchange shall determine the minimum percentage of securities
to be purchased by sponsors to qualify for de-listing and the same will be
communicated to the company.

Page 27 of 90



(iii) In case of disagreement of sponsors on minimum percentage of securities to
be purchased as determined by the Exchange, the sponsors will file an appeal
with the Commission within 10 days of receipt of communication of such
determination under intimation to the Exchange. The decision taken by the
Commission will be final and binding.

(iv) The sponsors/majority shareholders shall submit an undertaking that they will
abide by these Regulations, which pertain to purchase of shares/voluntary de-
listing of securities.

(v) The sponsors/majority shareholders shall submit an undertaking to the effect that
all material disclosures relating to the affairs of the company have been made
to the shareholders of the company and the Exchange and that they do not
have any information which will constitute an offence under Section 15-A of the
Securities and Exchange Ordinance, 1969.

(vi) The sponsors/majority security holders shall not withdraw their offer to purchase
all securities from all the security holders with the purpose to de-list the security after
such proposal has been approved by the company in a general meeting of its security
holders by not less than of their number present at such meeting as required under
32-C (ii).


30-B Voluntary de-listing of a security shall be subject to the following: -

i) Approval of the proposal in general meeting of the company by not
less than of the security holders present in person or by the proxy at such general
meeting.


ii) Compliance by the company with the prescribed
procedure, guidelines/criteria and other terms and conditions may be laid down by the
Exchange.

The Exchange may for any reason whatsoever refuse to accept the proposal of
the company, the purchase price and/or the request to de-list the securities.


30-C Procedure for voluntary de-listing: -

(i) A formal application shall be made by the company for de-listing supported by
reasons thereof and the proposed purchase price along with non-refundable
application fee of Rs. 250,000/-(Rupees two hundred and fifty thousand only) to be
paid by the sponsors,

Page 28 of 90


Provided, in case of satisfactory fulfillment of the requirements of the Regulations and
delisting of the company from the Exchange, Rs 150,000/- (Rupees one hundred and
fifty thousand only) will be refunded by the Exchange.
ii) On approval by the Exchange of the application, the company shall
call a general meeting of its security holders and pass a special resolution approved by
not less than of their number present at such meeting resolving that the securities
be de-listed on the terms stipulated by the Exchange.

iii) A copy of special resolution referred to above shall be sent to the
Exchange immediately along with a complete list of holders of the security to
be de-listed, containing information with regard to securities held by the majority
security holders and others, their names/category, the number of securities and
addresses.

iv) Together with the application for de-listing, the company must submit
an undertaking from a Purchase Agent (who may be a commercial bank, or an
investment bank or a member of the Exchange) on behalf of the majority security
holders which will constitute an irrevocable open offer to purchase at the relevant
purchase price the securities from the other security holders. The said offer to
remain valid at least for a period of 60 days or as may be fixed by the Exchange from
the date of commencement of purchase. The purchasing agent will provide a bank
guarantee in an amount and such format as is demanded by the Exchange to
secure this obligation and the said bank guarantee will remain valid till at least 15
days from the expiry date of the said open offer or when all outstanding securities
have been purchased by the majority security holders whichever is earlier.

Provided that where a member of the Exchange is appointed as Purchase Agent and
the total purchase amount does not exceed Rs. 2.5 million, the requirement of bank
guarantee can be replaced with the undertaking of such member of the Exchange on
the prescribed format.

Provided further that in case of appointment of purchase agent other than a member
of the Exchange, all trade shall be routed through a member of the Exchange.

Provided further that all the trades during the initial period of 60 days will be
conducted on ISE Computerized Trading System only irrespective of marketable lot.
The purchase agent will be required to maintain a live bid in the system at the
minimum purchase price
approved by the Exchange. The purchase price shall be based on market forces, subject
to minimum purchase price determined by the Exchange.


Page 29 of 90


v) The application for de-listing shall be supported by a written consent of
the purchase agent to act as agent for purchase of the securities to be de-listed on
behalf of the majority security holders as contemplated by these Regulations.

vi) The company shall convey to all the holders of the securities other
than majority holders on their addresses available in the records of the company
through registered post the decision taken in their General Meeting to purchase the
securities together with a copy of the special resolution and also publish a notice in this
behalf duly approved by the Exchange through two widely circulated newspapers
including one of Islamabad.

vii) The company shall also submit the following information on completion
of the period of purchase of securities to be de-listed:-


a) Total number of issued securities (with percentage)

b) Securities owned by majority security holders before the offer
(with percentage)


c) Securities bought under the offer (with percentage)

d) Total securities currently owned by majority security holders
(with percentage)


e) Securities still outstanding with majority holders (with percentage)

f) Amount of Bank Guarantee required @ Rs. ________ (at the
purchase price approved by the Exchange/Commission) per outstanding security.

viii) a) With regard to the outstanding securities identified in para (e) above,
the sponsors shall continue to remain obliged to purchase the same at the relevant
price
(purchase price approved by the Exchange/Commission) for a period of 12 months
from the day following the expiry of initial buy-back period of 60-days and the
sponsors shall submit a bank guarantee valid for 12 months in an amount and format
acceptable to the Exchange to secure such obligation.



Provided that the requirement of submission of bank guarantee will not be
applicable where a member of the Exchange act as purchase agent on behalf of the
sponsors. In such a situation, the purchase agent will be required to submit an
undertaking in the format prescribed by the Exchange.

Page 30 of 90




b) The company once allowed de-listing under these Regulations will not be
allowed re-listing of any of its securities which have been de-listed at least for a
period of five years from the date of delisting. However, the Exchange may allow, on
case to case basis, listing of such securities on Over-the-Counter (OTC) market.

30-D Time Frame for Completion for Requirements

(i) The company shall immediately intimate (if the decision of its Board of Directors
is made during trading hours or before the beginning of the opening of trading,
then intimation to the Exchange must be made during trading hours and
otherwise if the decision is made after trading hours then the intimation must be
made to the Exchange before the opening of trading of the Exchange on the next
business day) the decision of its Board of Directors to de-list the securities, including
a copy of the relevant resolution passed in this regard.

(ii) Within one week of the aforementioned intimation, the company will furnish
its sponsors undertaking to purchase the securities owned by persons other
than the sponsors at a purchase price. On receipt of such undertaking, the
Exchange shall be empowered to ask for any additional information or details which
shall be provided by the company within 15 days of the date of such request by the
Exchange.

iii) The Board on its own or on the basis of recommendations of the
Special Committee, will determine/approve the purchase price. The decision of the
Board will be communicated to the sponsors/company and shall also be notified
and announced immediately.
Provided that any member of the Board and/or Special Committee holding 2% or
more shares of the company applying for voluntary de-listing will not
participate in the deliberations while the case of the company is considered by the
Board/Committee.

iv) The sponsors will be required to convey their acceptance/refusal to
the purchase price approved by the Board within 7 days of conveying of the relevant
decision to them.

If the company wishes to appeal this decision to the Commission it must do so within
10 days of the decision in which case no further steps will betaken on the de-
listing application until the Commission determines the purchase price.

v) Once the purchase price has been finalised either by determination by
the Commission in appeal or by the sponsors accepting the price stipulated by the

Page 31 of 90


Exchange, the company will be required to comply with the following
procedure: -


a) To obtain approval of the proposal of voluntary de-listing in the
general meeting of the holders of the securities within 30 days of the
acceptance of sponsors.

b) After approval of the general meeting, the requirements under
Voluntary Delisting Regulations shall be completed within 7 days
of the general meeting, to commence the purchase of shares.


c) The sponsors will purchase the securities for a period of 60 days.

d) Upon expiry of the said purchase period, the company will submit
the relevant documents/information to the Exchange within a period
of 21 days.

e) After receipt of the required documents/information and compliance of
the relevant requirements as stipulated by the Exchange, the securities
of the company shall stand delisted after a period of 30 days.

vi) In case of non-acceptance of the price determined by the Exchange as
the purchase price, the company shall file an appeal with the Commission within 10
days of the date of refusal for determining the price under intimation to the
Exchange. On finalizing the price by the Commission, the procedure as laid-
down above will be followed.







30-E Relaxation of Rules:

Where the Exchange is satisfied that it is not practicable to comply with any
requirement pertaining to voluntary delisting under these Regulations, in a particular
case or class of cases, the Exchange may, for reasons to be recorded, relax such
requirement subject to such conditions as it may deem fit.
30-F Penalty:

Whoever fails or refuses to comply with, or contravenes any provision pertaining to
voluntary delisting under these Regulations, or knowingly and willfully authorizes
or permits such failure, refusal or contravention, shall, in addition to any other

Page 32 of 90


liability under the Regulations, be also liable to fine not exceeding two hundred
thousand rupees for each default, and, in case of continuing failure, refusal or
contravention, to a further fine not exceeding Rs. 10,000/- (Rupees ten thousand only)
for every day after the first day during which such contravention continues.
31. Where no trading has taken place on the Exchange in the securities of a
listed company for a continuous period of 180 days, the Exchange, if it is satisfied
that the prices quoted are not in accordance with the market realities, may except in
cases where the earlier quotation is below par value and, with the prior approval of
the Commission,


quote such companies at par from the one hundred and eighty first day irrespective of
the price earlier prevalent.

X. LISTING AND ANNUAL FEES

32.(1)A company applying for listing on the Exchange, shall pay an initial listing
fee equivalent to 0.1% of the PAID-UP-CAPITAL subject to a maximum limit of
rupees one million.

Provided that in case of debt instruments or mutual funds, the initial listing fee shall
be charged at the rate of 1/25th of 1% of the total value of such instrument/fund subject
to a maximum of Rs. 200,000/-

Provided that the Board may relax/reduce/waive the initial listing fees as prescribed in
Regulation 32(1) above on a case to case basis, keeping in view the interests of the
Exchange and its stakeholders. The Exchange shall ensure dissemination of any such
relaxation/ waiver through its website.

(2) Whenever, a listed company increases the paid-up capital of any class or classes of
its shares, or securities listed on the Exchange, it shall pay to the Exchange a fee
equivalent to one tenth of one per cent of increase in paid-up capital at par value or 0.4%
of the actual amount of additional capital raised, whichever is lower.

(3) Every listed company shall pay, in respect of each financial year of the Exchange,
commencing from 1st July and ending on 30th June next, an annual listing fee calculated
on the basis of the companys *market capitalization, which shall be payable by or
before the 30th September in each calendar year, as per following schedule:

Page 33 of 90


(*) Explanation: For the purpose of this sub-clause, the market capitalization shall be
calculated by multiplying the last one years volume weighted average price with the
companys paid-up as on June 30, of the preceding year.

Companies having market capitalization as on June 30 Rate of Fee per annum
Upto Rs. 100 million Rs. 15,000
Above Rs. 100 million & upto Rs. 250 million Rs. 20,000
Rs. 250 million & upto Rs. 500 million Rs. 30,000
Above Rs. 500 million & upto Rs. 1,000 million Rs. 40,000
Above Rs. 1,000 million & upto Rs. 2,000 million Rs. 55,000
Above Rs. 2,000 million & upto Rs. 10,000 million Rs. 65,000
Above Rs. 10,000 million Rs. 80,000


Provided that in case of debt instruments and Open-End Mutual Funds, the annual listing
fee shall be payable in respect of each financial year of the Exchange, commencing from
1st July and ending on 30th June next, before the 30th September in each calendar year,
as per following schedule:
Size of Instrument
Up to Rs.150 million Rs.10,000
Above Rs.150 million
& up to Rs.500 million Rs. 18,000
Above Rs. 500 million Rs. 25,000

Provided that the Board may revise the above fees or any of the slabs or add new
slabs with the approval of the Commission.

Provided further that every company applying for listing shall pay annual listing fee

Page 34 of 90


for the entire financial year of the Exchange along with the listing application
irrespective of the date of its listing during that financial year.

(4)The above listing fee or any other sum fixed by the Board shall be payable by 30th
September in advance for every financial year.


(5)Failure to pay the annual fee by 30th September shall make the company liable
to pay a surcharge at the rate of 1.5% (one and a half percent) per month or part
thereof, until payment. However, if reasonable grounds are adduced for non
payment or delayed payment of annual fee, the Exchange may, reduce or, waive
the surcharge liability.

(6)A company, applying for enlistment on the Exchange shall, in addition to other
fees, pay a sum of Rs. 10,000/- as service charges.


33.(1)All Exchange dues shall be paid by, cheques, pay orders or bank drafts payable
to the Exchange at any bank branch located in Islamabad.

(2)Without prejudice to the action which the Exchange may take under these
Regulations in the event of default in payment of its dues, nothing shall prevent
the Exchange from recovering such dues through posting defaulters names on the notice
board of the Exchange or by invoking the process of law and obtaining order of a
competent court.

34. (1) Without prejudice to various specific or other penalties provided or available
under these Regulations, the Exchange shall have powers to place the company in the
Defaulters Segment, suspend or delist it, if in the opinion of the Exchange, such
company has defaulted or contravened any of these Regulations.
(2) The placement of a company in the Defaulters Segment, its suspension or de-
listing under Regulations 30 or the preceding sub-regulation shall be communicated to
the Commission, such company and simultaneously notified to the market participants,
inter alia by posting it on the notice board and website of the Exchange and publishing
it, if deemed necessary, in the Daily Quotations of the Exchange.

(3) Trading in the shares and securities of the suspended or delisted company
shall forthwith cease and shall not be recommenced until the suspension is
withdrawn or the listing restored by the order of the Board.



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(4) Trading in the securities of a company placed in Defaulters Segment, if allowed,
shall be effected separately and the prices shall also be quoted separately in the Daily
Quotations until such company is removed from the Defaulters Segment and restored to
the ready market of the Exchange.
















































XI. CODE OF CORPORATE GOVERNANCE


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XI. Code of Corporate Governance
35. All listed companies shall ensure compliance with the following Code of Corporate
Governance (CCG). All provisions except where explicitly stated otherwise are
mandatory.
Composition of the Board
i. The board of directors is encouraged to have a balance of executive and non-
executive directors, including independent directors and those representing minority
interests with the requisite skills, competence, knowledge and experience so that the
board as a group includes core competencies and diversity, including gender,
considered relevant in the context of the companys operations.
For this purpose listed companies shall take the following steps:
(a) the minority shareholders as a class are facilitated to contest election of directors by
proxy solicitation, for which purpose the listed companies shall:
annex with the notice issued under Section 178 (4) of the Ordinance, a
statement by a candidate from among the minority shareholders who
seeks to contest election to the board of directors, such statement shall
include a profile of the candidate(s);
provide information regarding members and shareholding structure to
the candidate(s) representing minority shareholders; and
on a request by the candidate(s) representing minority shareholders
and at the cost of the company, annex to the notice issued under
Section 178 (4) of the Ordinance an additional copy of proxy form
duly filled in by such candidate(s);
(b) the board of directors of each listed company shall have at least one and
preferably

one third of the total members of the board as independent
directors. The board shall state in the annual report the names of the non-
executive, executive and independent director(s).
Explanation: For the purpose of this clause, the expression "independent
director" means a director who is not connected or does not have any other
relationship, whether pecuniary or otherwise, with the listed company, its
associated companies, subsidiaries, holding company or directors. The test
of independence principally emanates from the fact whether such person

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can be reasonably perceived as being able to exercise independent business
judgment without being subservient to any form of conflict of interest.
Provided that without prejudice to the generality of this explanation no
director shall be considered independent if one or more of the following
circumstances exist:
He/she has been an employee of the company, any of its subsidiaries
or holding company within the last three years;

He/she is or has been the CEO of subsidiaries, associated company,
associated undertaking or holding company in the last three years;

He/she has, or has had within the last three years, a material business
relationship with the company either directly, or indirectly as a
partner, major shareholder or director of a body that has such a
relationship with the company:

Explanation: The major shareholder means a person who, individually
or in concert with his family or as part of a group, holds 10% or more
shares having voting rights in the paid-up capital of the company;

He/she has received remuneration in the three years preceding his/her
appointment as a director or receives additional remuneration,
excluding retirement benefits from the company apart from a
directors fee or has participated in the companys share option or a
performance-related pay scheme;

He/she is a close relative of the companys promoters, directors or
major shareholders:

Explanation: close relative means spouse(s), lineal ascendants and
descendants and siblings;

He/she holds cross-directorships or has significant links with other

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directors through involvement in other companies or bodies;



He/she has served on the board for more than three consecutive terms
from the date of his first appointment provided that such person shall
be deemed independent director after a lapse of one term.

Any person nominated as a director under Sections 182 and 183 of the Ordinance, shall
not be taken to be an "independent director" for the above-mentioned purposes.
The director representing an institutional investor shall be selected by such investor
through a resolution of its board of directors, either specifically or generally, and the
policy with regard to selection of such person for election on the board of directors of the
investee company shall be annexed to the Directors' Report of the investor company.
(c) professional indemnity insurance cover in respect of independent directors
shall be encouraged.
(d) executive directors, i.e., paid executives of the company from among senior
management, shall not be more than one third of the elected directors,
including the Chief Executive:
Provided that nothing contained in this clause shall supersede any law for the time being
in force or regulation made by any regulator regarding the composition of the board.
Maximum number of directorships to be held by a director
ii. No person shall be elected or nominated as a director of more than seven listed
companies simultaneously:
Provided that this limit shall not include the directorships in the listed subsidiaries of
a listed holding company
1
.

1
"Holding company" means a holding company as defined in Section 3 of the Companies Ordinance, 1984.


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Filling up a casual vacancy
iii. Any casual vacancy on the board of directors of a listed company shall be filled up by
the directors at the earliest but not later than 90 days thereof.


Responsibilities, powers and functions of board of directors
iv. The board of directors of a listed company shall exercise its powers and carry out its
fiduciary duties with a sense of objective judgment and independence in the best
interests of the listed company.
v. The board of directors of a listed company shall ensure that:
(a) professional standards and corporate values are put in place that promote
integrity for the board, senior management and other employees in the
form of a Code of Conduct, defining therein acceptable and unacceptable
behaviors. The board shall take appropriate steps to disseminate Code of
Conduct throughout the company along with supporting policies and
procedures and these shall be put on the companys website;
(b) adequate systems and controls are in place for identification and redress of
grievances arising from unethical practices.
(c) a vision and/or mission statement and overall corporate strategy for the
listed company is prepared and adopted. It shall further ensure that
significant policies have been formulated;
Explanation:
The significant policies for this purpose may include:
governance, risk management and compliance issues;
human resource management including preparation of a succession
plan;
procurement of goods and services;
investors relations including but not limited to general investor
awareness, complaints and communication, etc.;

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marketing;
determination of terms of credit and discount to customers;
write-off of bad/doubtful debts, advances and receivables;
capital expenditure, planning and control;
investments and disinvestment of funds;
borrowing of moneys;
determination and delegation of financial powers;
transactions or contracts with associated companies and related parties;
the corporate social responsibility (CSR) initiatives and other
philanthropic activities including donations, charities, contributions
and other payments of a similar nature;
health, safety and environment; and
the whistleblower policy.
A complete record of particulars of the significant policies along with the
dates on which they were approved or amended by the board of directors
shall be maintained.
(d) a system of sound internal control is established, which is effectively
implemented and maintained at all levels within the company;
(e) within two years of coming into force of this Code, a mechanism is put in
place for an annual evaluation of the boards own performance;
(f) the decisions on the following material transactions or significant matters
are documented by a resolution passed at a meeting of the board:
investment and disinvestment of funds where the maturity period of
such investments is six months or more, except in the case of banking
companies, non-banking finance companies and insurance companies;
determination of the nature of loans and advances made by the listed
company and fixing a monetary limit thereof.
(g) the board of directors shall define the level of materiality, keeping in view
the specific circumstances of the company and the recommendations of
any technical or executive subcommittee of the board that may be set up
for the purpose.

vi. The Chairman and the Chief Executive Officer (CEO), by whatever name called,
shall not be the same person except where provided for under any other law. The
Chairman shall be elected from among the non-executive directors of the listed
company. The Chairman shall be responsible for leadership of the board and shall
ensure that the board plays an effective role in fulfilling all its responsibilities. The

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Board of Directors shall clearly define the respective roles and responsibilities of the
Chairman and CEO.
Provided that the provisions of this clause, clauses (i)(b), (i)(d) and (ii) shall take
effect when the board is reconstituted on the expiry of its current term after coming
into force of this Code.
Meetings of the board
vii. All written notices, including the agenda, of meetings shall be circulated at least
seven days prior to the meetings, except in the case of emergency meetings, where
the notice period may be reduced or waived.
viii. The Chairman shall ensure that the minutes of meetings of the board of directors are
appropriately recorded. The Company Secretary shall be secretary to the board.
In the event that a director of a listed company is of the view that his dissenting note
has not been satisfactorily recorded in the minutes of a meeting of the Board of
Directors, he may refer the matter to the Company Secretary. The director may require
the note to be appended to the minutes, failing which he may file an objection with
the Securities and Exchange Commission of Pakistan (SECP) in the form of a
statement to that effect. The objection may be filed with the SECP within 30 days of
the date of confirmation of the minutes of the meeting.
Significant issues to be placed for decision of Board of Directors
ix. In order to strengthen and formalize corporate decision-making process, significant
issues shall be placed for the information, consideration and decision of the board of
directors of listed companies and/or its committees.
The significant issues for this purpose may include:
the CEO shall immediately bring before the board, as soon as it is foreseen
that the company will not be in a position of meeting its obligations on any
loans (including penalties on late payments and other dues, to a creditor, bank
or financial institution or default in payment of public deposit), TFCs, Sukuks
or any other debt instrument. Full details of the companys failure to meet
obligations shall be provided in the companys quarterly and annual financial
statements.
annual business plan, cash flow projections, forecasts and strategic plan;
budgets including capital, manpower and overhead budgets, along with

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variance analyses;
matters recommended and/or reported by the committees of the board;
quarterly operating results of the listed company as a whole and in terms of its
operating divisions or business segments;
internal audit reports, including cases of fraud, bribery, corruption, or
irregularities of a material nature;
management letter issued by the external auditors;
details of joint venture or collaboration agreements or agreements with
distributors, agents, etc.;
promulgation or amendment to a law, rule or regulation, enforcement of an
accounting standard and such other matters as may affect the listed company;
status and implications of any law suit or proceedings of material nature, filed
by or against the listed company;
any show cause, demand or prosecution notice received from revenue or
regulatory authorities;
failure to recover material amounts of loans, advances, and deposits made by
the listed company, including trade debts and inter-corporate finances;
any significant accidents, dangerous occurrences and instances of pollution
and environmental problems involving the listed company;
significant public or product liability claims made or likely to be made against
the listed company, including any adverse judgment or order made on the
conduct of the listed company or of another company that may bear negatively
on the listed company;
report on governance, risk management and compliance issues. Risks
considered shall include reputational risk and shall address risk analysis, risk
management and risk communication;
disputes with labor and their proposed solutions, any agreement with the
labor union or collective bargaining agent and any charter of demands on the
listed company;
whistleblower protection mechanism;
report on CSR activities; and
payment for goodwill, brand equity or intellectual property.

(x) Related party transactions
a) The details of all related party transactions shall be placed before the
Audit Committee of the company and upon recommendations of the Audit
Committee the same shall be placed before the board for review and
approval.
b) The related party transactions which are not executed at arm's length price
shall also be placed separately at each board meeting along with necessary

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justification for consideration and approval of the board on
recommendation of the Audit Committee of the listed company.
c) The board of directors of a company shall approve the pricing methods for
related party transactions that were made on the terms equivalent to those
that prevail in arms length transaction, only if such terms can be
substantiated.
d) Every company shall maintain a party wise record of transactions, in each
financial year, entered into with related parties in that year along with all
relevant documents and explanations. The record of related party
transactions shall include the following particulars in respect of each
transaction:
i) Name of related party;
ii) Nature of relationship with related party;
iii) Nature of transaction;
iv) Amount of transaction; and
v) Terms and conditions of transaction, including the amount of
consideration received or given.

Directors Training Program
(xi) All listed companies shall make appropriate arrangements to carry out orientation
courses for their directors to acquaint them with this code, applicable laws, their
duties and responsibilities to enable them to effectively manage the affairs of the
listed companies for and on behalf of shareholders.
It shall be mandatory for all the directors of the listed companies to have certification
under any directors training program offered by institutionslocal or foreignthat
meet the criteria specified by the SECP:
Provided that from June 30, 2012 to June 30, 2016 every year, a minimum of one
director on the board shall acquire the said certification under this program each year
and thereafter all directors shall obtain it:

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Provided further that individuals with a minimum of 14 years of education and 15 years
of experience on the board of a listed companylocal and/or foreignshall be exempted
from the directors training program.
Chief Financial Officer (CFO), Company Secretary and Head of Internal Audit
Appointment and removal
(xii) The appointment, remuneration and terms and conditions of employment of the
Chief Financial Officer (CFO), the Company Secretary and the Head of Internal
Audit of listed companies shall be determined by the board of directors.
The removal of the CFO and Company Secretary of listed companies shall be made
with the approval of the board of directors.
The removal of Head of Internal Audit shall be made with the approval of the board
only upon recommendation of the Chairman of the Audit Committee:
Explanation: For this purpose the term removal shall include non renewal of contracts
of the CFO, Company Secretary and Head of Internal Audit.
Qualifications of CFO and Head of Internal Audit
(xiii) No person shall be appointed as the CFO of a listed company unless he/she has at
least five years of experience of handling financial or corporate affairs of a listed
company or a bank or a financial institution and is:
(a) a member of a recognized body of professional accountants; or
(b) has a postgraduate degree in finance from a recognized university
or equivalent.
Provided that individuals serving as CFO of a listed company for the last five years at
the time of coming into effect of this Code shall be exempted from the above
qualification requirement.
(xiv) No person shall be appointed as the Head of Internal Audit of a listed company
unless he/she has 5 years of relevant audit experience and is:
(a) a member of a recognized body of professional accountants; or
(b) a Certified Internal Auditor; or

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(c) a Certified Fraud Examiner; or
(d) a Certified Internal Control Auditor
Provided that individuals serving as Head of Internal Audit of a listed company for
the last five years at the time of coming into effect of this Code shall be exempted
from the above qualification requirement.
Requirement to attend board meetings
(xv) The CFO and Company Secretary of a listed company or in their absence, the
nominee, appointed by the board, shall attend all meetings of the Board of Directors.
Provided that the CFO and Company Secretary shall not attend such part of a meeting
of the Board of Directors, which involves consideration of an agenda item relating to
the CFO and Company Secretary respectively.
Corporate and financial reporting framework
(xvi) The directors of listed companies shall annex statements to the following effect
with the Directors Report, prepared under Section 236 of the Ordinance:
(a) The financial statements, prepared by the management of the listed
company, present its state of affairs fairly, the result of its operations, cash
flows and changes in equity;
(b) Proper books of account of the listed company have been maintained;
(c) Appropriate accounting policies have been consistently applied in
preparation of financial statements and accounting estimates are based on
reasonable and prudent judgment;
(d) International Financial Reporting Standards, as applicable in Pakistan,
have been followed in preparation of financial statements and any
departures therefrom has been adequately disclosed and explained;

(e) The system of internal control is sound in design and has been effectively
implemented and monitored; and
(f) There are no significant doubts upon the listed companys ability to
continue as a going concern:
Provided that where necessary the following information shall also be annexed to
the Directors Reports of listed companies:
a) If the listed company is not considered to be a going concern, the fact
along with the reasons shall be disclosed;

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b) Significant deviations from last year in operating results of the listed
company shall be highlighted and reasons thereof shall be explained;
c) Key operating and financial data of last six years shall be summarized;
d) If the listed company has neither declared dividend nor issued bonus
shares for any year, the reasons thereof shall be given;
e) Where any statutory payment on account of taxes, duties, levies and
charges is outstanding, the amount together with a brief description and
reasons for the same shall be disclosed;
f) Significant plans and decisions, such as corporate restructuring, business
expansion and discontinuance of operations, shall be outlined along with
future prospects, risks and uncertainties surrounding the listed company;
g) A statement as to the value of investments of provident, gratuity and
pension funds, based on their respective audited accounts, shall be
included;
h) The number of board and committees meetings held during the year and
attendance by each director shall be disclosed;
i) The details of training programs attended by directors;
j) The pattern of shareholding shall be reported to disclose the aggregate
number of shares (along with name wise details where stated below) held
by:
I. associated companies, undertakings and related parties (name wise
details);
II. mutual funds (name wise details);
III. directors and their spouse(s) and minor children (name wise
details);
IV. executives;
V. public sector companies and corporations;
VI. banks, development finance institutions, non-banking finance
companies, insurance companies, takaful, modarabas and pension
funds; and
VII. shareholders holding five percent or more voting rights in the
listed company (name wise details).

Explanation: For the purpose of this sub-clause, the expression executive means an
employee of a listed company other than the CEO and directors.

k) The directors report shall cover, loans, TFCs, sukuks or any other debt
instruments in which the company is in default or likely to default. There
shall be a clear presentation with details as to the aggregate amount of the

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debt overdue or likely to become overdue and the reasons for the
default/emerging default situation and the measures taken by the company
to address and settle such default situation.
l) All trades in the shares of the listed company, carried out by its directors,
executives and their spouses and minor children shall also be disclosed.

Explanation: For the purpose of this sub-clause and clause xxiii the expression
executive means the CEO, COO, CFO, Head of Internal Audit and Company Secretary
by whatever name called, and other employees of the company for whom the board of
directors will set the threshold to be reviewed on an annual basis and disclosed in the
annual report.
Directors remuneration
(xvii) There shall be a formal and transparent procedure for fixing the remuneration
packages of individual directors. No director shall be involved in deciding his/her own
remuneration.
a) Directors remuneration packages shall encourage value creation within
the company. These shall be subject to prior approval of
shareholders/board as required by companys Articles of Association.
Levels of remuneration shall be appropriate to attract and retain the
directors needed to govern the company successfully.

Subject to the provisions of the Ordinance and the companys Articles of
Association, the shareholders/board shall determine the remuneration for
non-executive directors. However, it shall not be at a level that could be
perceived to compromise their independence.
(b) The company's Annual Report shall contain details of the aggregate
remuneration separately of executive and non-executive directors,
including salary/fee, benefits and performance-linked incentives etc.




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Frequency of financial reporting
(xviii) The quarterly unaudited financial statements of listed companies shall be
published and circulated along with directors review on the affairs of the listed
company.
(xix) All listed companies shall ensure that second quarterly financial statements are
subjected to a limited scope review by the statutory auditors in such manner and
according to such terms and conditions as may be determined by the Institute of
Chartered Accountants of Pakistan (ICAP) and approved by the SECP.
(xx) Every listed company shall immediately disseminate to the SECP and the stock
exchange on which its shares are listed all material information relating to the
business and other affairs of the listed company that will affect the market price of
its shares. The mode of dissemination of information shall be prescribed by the
stock exchange on which shares of the company are listed.
This information may include but shall not be restricted to any material change in
the nature of business of the company; information regarding any joint ventures,
merger or acquisition or any material contract entered into or lost; purchase or sale
of significant assets; franchise, brand name, goodwill, royalty, financial plan, etc.;
any unforeseen or undisclosed impairment of assets due to technological
obsolescence, etc; delay or loss of production due to strike, fire, natural calamities,
major breakdown, etc; issue or redemption of any securities; a major change in
borrowings including projected gains to accrue to the company; any default in
repayment or rescheduling of loans; and change in directors, Chairman or CEO of
the listed company:
Explanation:
Such information shall be disseminated to the above-mentioned entities as soon as
any decision about above referred matters or any other significant issue is taken
by the board or a significant matter requiring disclosure has come into the
knowledge of companys management.




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Responsibility for financial reporting and corporate compliance
(xxi) No listed company shall circulate its financial statements unless the CEO and the
CFO present the financial statements, duly endorsed under their respective
signatures, for consideration and approval of the Board of Directors.
It shall be mandatory for the CEO and CFO to have the second quarterly and
annual accounts (both separate and consolidated where applicable) initialed by the
external auditors before presenting it to the audit committee and the Board of
Directors for approval.
(xxii) The Company Secretary of a listed company shall furnish a Secretarial
Compliance Certificate, on the prescribed form (Appendix A), along with annual
return filed with the registrar concerned certifying that the secretarial and
corporate requirements of the Ordinance have been complied with.
Disclosure of interest by a director holding companys shares
(xxiii) Where any director, CEO or executive of a listed company or their spouses sell,
buy or transact, whether directly or indirectly, in shares of the listed company of
which he is a director, CEO or executive, as the case may be, he shall
immediately notify in writing to the Company Secretary of such transaction. Such
director, CEO or executive, as the case may be, shall also deliver a written record
of the price, number of shares, form of share certificates, i.e., whether physical or
electronic within the Central Depository System, and nature of transaction to the
Company Secretary within four days of effecting the transaction. The notice of
the director, CEO or executive, as the case may be, shall be presented by the
Company Secretary at the meeting of the board of directors immediately
subsequent to such transaction. In the event of default by a director, CEO or
executive to give a written notice or deliver a written record, the Company
Secretary shall place the matter before the board of directors in its immediate next
meeting:
Provided that each listed company shall determine a closed period prior to
the announcement of interim/ final results and any business decision, which may

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materially affect the market price of its shares. No director, CEO or executive
shall, directly or indirectly, deal in the shares of the listed company in any manner
during the closed period.

The closed period shall start from the day when any document/statement, which
forms the basis of price sensitive information, is sent to the board of directors and
terminate after the information is made public.
Every listed company shall advise its directors about the closed period at the time
of circulating agenda and working papers for the board meetings, along with
sending intimation of the same to the stock exchanges.
Committees of the board
Composition
(xxiv) The board of directors of every listed company shall establish an Audit
Committee, at least of three members comprising of non-executive directors. The
chairman of the committee shall be an independent director, who shall not be the
chairman of the board. The board shall satisfy itself such that at least one member
of the audit committee has relevant financial skills/expertise and experience.

(xxv) There shall also be a Human Resource and Remuneration (HR&R) Committee at
least of three members comprising a majority of non-executive directors,
including preferably an independent director. The CEO may be included as a
member of the committee but not as the chairman of committee. The CEO if
member of HR&R Committee shall not participate in the proceedings of the
committee on matters that directly relate to his performance and compensation.
The committee shall be responsible for:
i) recommending human resource management policies to the board;
ii) recommending to the board the selection, evaluation, compensation
(including retirement benefits) and succession planning of the CEO;
iii) recommending to the board the selection, evaluation, compensation
(including retirement benefits) of COO, CFO, Company Secretary and
Head of Internal Audit; and

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iv) consideration and approval on recommendations of CEO on such matters
for key management positions who report directly to CEO or COO.

(xxvi) The names of members of the committees of the board shall be disclosed in each
Annual Report of the listed company.


Audit Committee
Frequency of meetings, attendance, terms of reference and reporting procedures
(xxvii) The Audit Committee of a listed company shall meet at least once every quarter
of the financial year. These meetings shall be held prior to the approval of interim
results of the listed company by its Board of Directors and before and after
completion of external audit. A meeting of the Audit Committee shall also be
held, if requested by the external auditors or the Head of Internal Audit.
Attendance at meetings
(xxviii) The CFO, the Head of Internal Audit and external auditors represented by
engagement partner or in his absence any other partner designated by the audit
firm shall attend meetings of the Audit Committee at which issues relating to
accounts and audit are discussed:
Provided that at least once a year, the Audit Committee shall meet the
external auditors without the CFO and the Head of Internal Audit being present:
Provided further that at least once a year, the Audit Committee shall meet
the head of internal audit and other members of the internal audit function without
the CFO and the external auditors being present:
Provided further that the chairman of the Audit Committee and
engagement partner of external auditor or in his absence any other partner
designated by the audit firm shall be present at the AGM for necessary feedback
to the shareholders.
Terms of reference

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(xxix) The Board of Directors of every listed company shall determine the terms of
reference of the Audit Committee. The Board shall provide adequate resources
and authority to enable the Audit Committee carry out its responsibilities
effectively. The Audit Committee shall, inter alia, recommend to the Board of
Directors the appointment of external auditors, their removal, audit fees, the
provision by the external auditors of any service to the listed company in addition
to audit of its financial statements. The Board of Directors shall give due
consideration to the recommendations of the Audit Committee in all these matters
and where it acts otherwise, it shall record the reasons thereof.
The terms of reference of the Audit Committee shall also include the following:
(a) determination of appropriate measures to safeguard the listed
companys assets;
(b) review of quarterly, half-yearly and annual financial statements of the
listed company, prior to their approval by the Board of Directors,
focusing on:
major judgmental areas;
significant adjustments resulting from the audit;
the going concern assumption;
any changes in accounting policies and practices;
compliance with applicable accounting standards;
compliance with listing regulations and other statutory and
regulatory requirements; and
significant related party transactions.

(c) review of preliminary announcements of results prior to publication;
(d) facilitating the external audit and discussion with external auditors of
major observations arising from interim and final audits and any
matter that the auditors may wish to highlight (in the absence of
management, where necessary);
(e) review of management letter issued by external auditors and
managements response thereto;
(f) ensuring coordination between the internal and external auditors of the
listed company;
(g) review of the scope and extent of internal audit and ensuring that the

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internal audit function has adequate resources and is appropriately
placed within the listed company;
(h) consideration of major findings of internal investigations of activities
characterized by fraud, corruption and abuse of power and
management's response thereto;
(i) ascertaining that the internal control systems including financial and
operational controls, accounting systems for timely and appropriate
recording of purchases and sales, receipts and payments, assets and
liabilities and the reporting structure are adequate and effective;
(j) review of the listed companys statement on internal control systems
prior to endorsement by the Board of Directors and internal audit
reports;
(k) instituting special projects, value for money studies or other
investigations on any matter specified by the Board of Directors, in
consultation with the CEO and to consider remittance of any matter to
the external auditors or to any other external body;
(l) determination of compliance with relevant statutory requirements;
(m) monitoring compliance with the best practices of corporate governance
and identification of significant violations thereof; and
(n) consideration of any other issue or matter as may be assigned by the
Board of Directors.
Reporting procedure
(xxx) The Audit Committee of a listed company shall appoint a secretary of the
committee who shall either be the Company Secretary or Head of Internal Audit.
However, CFO shall not be appointed as the secretary to the Audit Committee.
The secretary shall circulate minutes of meetings of the Audit Committee to all
members, directors, Head of internal Audit and the CFO prior to the next meeting
of the board and where this is not practicable, the Chairman of the Audit
Committee shall communicate a synopsis of the proceedings to the board and the
minutes shall be circulated immediately after the meeting of the board.
Internal audit

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(xxxi) There shall be an internal audit function in every listed company. The Head of
internal Audit shall functionally report to the Audit Committee and
administratively to the CEO.
A director cannot be appointed, in any capacity, in the internal audit function, to
ensure independence of the internal audit function.
The internal audit function may be outsourced by a listed company to a
professional services firm or be performed by the internal audit staff of holding
company. However, due care shall be exercised to ensure that suitably qualified
and experienced persons, who are conversant with the company's policies and
procedures, are engaged in the internal audit. In the event of outsourcing the
internal audit function, company shall appoint or designate a fulltime employee
other than CFO, as Head of Internal Audit, to act as coordinator between firm
providing internal audit services and the board:
Provided that while outsourcing the function, the company must not
appoint its existing external auditors as internal auditors.

(xxxii) All listed companies shall ensure that internal audit reports are provided for the
review of external auditors. The auditors shall discuss any major findings in
relation to the reports with the Audit Committee, which shall report matters of
significance to the Board of Directors.
External auditors
(xxxiii) No listed company shall appoint as external auditors a firm of auditors which has
not been given a satisfactory rating under the Quality Control Review program of
the Institute of Chartered Accountants of Pakistan.
(xxxiv) No listed company shall appoint as external auditors a firm of auditors which or a
partner of which is non-compliant with the International Federation of
Accountants' (IFAC) Guidelines on Code of Ethics, as adopted by the Institute of
Chartered Accountants of Pakistan.
(xxxv) The Board of Directors of a listed company shall recommend appointment of
external auditors for a year, as suggested by the Audit Committee. The

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recommendations of the Audit Committee for appointment of an auditor or
otherwise shall be included in the Directors Report. In case of a recommendation
for appointment of an auditor other than the retiring auditor the reasons for the
same shall be included in the Directors Report.
(xxxvi) No listed company shall appoint its auditors to provide services in addition to
audit except in accordance with the regulations and shall require the auditors to
observe applicable IFAC guidelines in this regard and shall ensure that the
auditors do not perform management functions or make management decisions,
responsibility for which remains with the Board of Directors and management of
the listed company.
(xxxvii) (a) All listed companies in the financial sector shall change their external
auditors every five years. Financial sector, for this purpose, means banks, non-
banking financial companies (NBFCs), modarabas and insurance/takaful
companies; provided that all inter related companies/ institutions, engaged in
business of providing financial services shall appoint the same firm of auditors to
conduct the audit of their accounts
2
and
(b) All listed companies other than those in the financial sector shall, at a
minimum, rotate the engagement partner after every five years.
(xxxviii) No listed company shall appoint a person as an external auditor or a person
involved in the audit of a listed company who is a close relative, i.e., spouse,
parents, dependents and non-dependent children, of the CEO, the CFO, an
internal auditor or a director of the listed company.
(xxxix) Every listed company shall require external auditors to furnish a Management
Letter to its board of directors within 45 days of the date of audit report:
Provided that any matter deemed significant by the external auditor shall be
communicated in writing to the board prior to the approval of the audited accounts by the
board.
COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE

2
Joint Notification by SBP & SECP dated February 25, 2004

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(xl) All listed companies shall publish and circulate a statement (in the form as
specified in Appendix B) along with their annual reports to set out the status of
their compliance with the requirements set out above. The statement shall be
specific and deemed to be supported by the necessary evidence held by the
company making the said statement.
(xli) All listed companies shall ensure that the statement of compliance with the best
practices of corporate governance is reviewed and certified by statutory auditors,
where such compliance can be objectively verified, before its publication.
Statutory auditors of listed company shall ensure that any non-compliance with
the CCG requirements is highlighted in their review report.
(xlii) Where the SECP is satisfied that it is not practicable to comply with any of the
best practices of corporate governance in a particular case, it may, for reasons to
be recorded, relax the same subject to such conditions as it may deem fit.


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Appendix A
Secretarial Compliance Certificate
[See clause (xxii)]
Name of company
To
Company Registration Office
Securities and Exchange Commission of Pakistan
I being the Secretary of [1]
certify, to the best of my knowledge and belief, that I am qualified to be appointed as the
Company Secretary of a listed company and that the secretarial and corporate compliance
requirements of the Companies Ordinance, 1984, memorandum and articles of
association of[1] .. and the listing regulations of[2]
.. have been duly complied with for the year ending
.. *, and that nothing has been concealed or withheld in this
regard.
Date:
Place:
Signature (s)
(Name (s) in block letters)
CNIC number
* State exceptions in case of non-compliance.
[1] Insert name of the company
[2] Insert names of the stock exchanges on which shares of the company are listed
Note: The declaration need not be
(a) signed before a magistrate or an officer competent to administer oaths; or
(b) stamped as an affidavit

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Appendix B
Statement of Compliance with the Code of
Corporate Governance
[See clause (xl)]
Name of company
Year ending.
This statement is being presented to comply with the Code of Corporate Governance
contained in Regulation No. . of listing regulations of
for the purpose of establishing a framework of good governance, whereby a listed
company is managed in compliance with the best practices of corporate governance.
The company has applied the principles contained in the CCG in the following manner:
1. The company encourages representation of independent non-executive directors and
directors representing minority interests on its board of directors. At present the board
includes:

Category Names
Independent Directors
Executive Directors
Non-Executive Directors

The independent directors meets the criteria of independence under clause i (b) of the
CCG.

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2. The directors have confirmed that none of them is serving as a director on more than
seven listed companies, including this company (excluding the listed subsidiaries of
listed holding companies where applicable).
3. All the resident directors of the company are registered as taxpayers and none of them
has defaulted in payment of any loan to a banking company, a DFI or an NBFI or, being a
member of a stock exchange, has been declared as a defaulter by that stock exchange.
4. A casual vacancy occurring on the board on .. was filled up by the directors
within .. days.
5. The company has prepared a Code of Conduct and has ensured that appropriate steps
have been taken to disseminate it throughout the company along with its supporting
policies and procedures.
6. The board has developed a vision/mission statement, overall corporate strategy and
significant policies of the company. A complete record of particulars of significant
policies along with the dates on which they were approved or amended has been
maintained.
7. All the powers of the board have been duly exercised and decisions on material
transactions, including appointment and determination of remuneration and terms and
conditions of employment of the CEO, other executive and non-executive directors, have
been taken by the board/shareholders.

8. The meetings of the board were presided over by the Chairman and, in his absence, by
a director elected by the board for this purpose and the board met at least once in every
quarter. Written notices of the board meetings, along with agenda and working papers,
were circulated at least seven days before the meetings. The minutes of the meetings
were appropriately recorded and circulated.
9. The board arranged . training programs for its directors during the year.
10. The board has approved [1] appointment of CFO, Company Secretary and Head of
Internal Audit, including their remuneration and terms and conditions of employment.
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. The board has formed an Audit Committee. It comprises . members, of whom
are non-executive directors and the chairman of the committee is an independent
director.
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

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compliance.
17. The board has formed an HR and Remuneration Committee. It
comprises..members, of whomare non-executive directors and the chairman of
the committee is a/an ...director.
18. The board has set up an effective internal audit function/ or has outsourced the
internal audit function to .. who are considered suitably qualified and experienced
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 companys 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 [2] except for the following, toward which reasonable progress is being
made by the company to seek compliance by the end of next accounting year.
Signature (s)
(Name (s) in block letters)
Chairman /CEO
Note: Any exception to the above shall be adequately noted with reasons.
____________________
[1] in case of new appointments made after the the CCG has taken effect
[2] Delete if not applicable



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XII- COMPLIANCE WITH THESE REGULATIONS

36. Whoever fails or refuses to comply with, or contravenes any provision of these
Regulations, or knowingly and willfully authorizes or permits such failure, refusal or
contravention, shall, be liable to fine not exceeding five hundred thousand rupees for
each default, and, in case of continuing failure, refusal or contravention, to a further fine
not exceeding Rs. 10,000/- (Rupees ten thousand only) for every day after the first day
during which such contravention continues.
Provided that no such penalty shall be imposed unless an opportunity of hearing has been
granted.
Provided further that this Clause shall only be applicable in instances of failure, refusal
or contravention where specific penalty provisions have not been provided in these
regulations.





























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APPENDIX-1

DOCUMENTS TO BE SUBMITTED WITH LISTING APPLICATION

The following documents and information shall be submitted by the applicant company to the Exchange
along with application of listing under Sub Regulation (1) of Regulation 3:-
01. An application for Listing on Form I and copy thereof to the Commission along with all the
documents.
02. An undertaking on Form-II as required under regulation 5(1).
03. An undertaking, on Form-III, pertaining to issue of share certificates, computerized transfer deeds
and verification of signatures on transfer deeds;
04. Copy of the certificate of incorporation.
05. Copy of the conversion certificate from private to public company; if applicable
06. Copy of the certificate of commencement of business.
07. Copy of the certificate for change of name of the company, if applicable.
08. Copy of the Feasibility Report, in case of a new project. The report shall contain a letter from the
Chief Executive Officer (CEO) of the institution who has prepared the report, brief profile of such
institution, scope of work of the institution for conducting feasibility study and preparing the report. The
report shall be dated and each page of it shall carry signature or initial of CEO or any other officer
authorized to do so by the Board of Directors of such institution by way of a Resolution.
09. Copy of the resolution passed by the Board of Directors of the company with respect to listing and
issue of shares to the general public.
10. Copy of the certificate of registration of Modaraba Management Company, if required.
11. Copy of authorization for flotation of Modaraba by the Registrar of Modarabas.
12. Copy of the license, consent, approval, NOC etc. from the concerned regulatory authority for
undertaking/carrying on the business.
13. Pay Order/Bank Draft/Cheque in favour of the Exchange for payment of initial listing fee at the rate
as mentioned in regulation 32.
14. Pay Order/Bank Draft/Cheque in favour of the Exchange for payment of annual listing fee at the rate
as mentioned in regulation 32.
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15. Pay Order/Bank Draft/Cheque in favour of the Exchange for payment of service charges at the rate as
mentioned in regulation 32.
16. Auditors Certificate, separately indicating the amount subscribed by the sponsors/promoters/
directors/associates/friends/relatives and shares subscribed by the foreign/local investors under private
placement. The certificate shall be supported by copies of Form-3 i.e., return of allotment of shares.
17. Auditors Certificates under Section 53 read with Clause 28(1) of Section 2 of Part-I of the Second
Schedule to the Companies Ordinance, 1984. The certificate shall also state Earning Per Share of the
company for the last five years or for a shorter period if five years of the commencement of business are
not completed.
The audited accounts disclosed in the Prospectus / Offer For Sale shall not be older than six months from
the date of publication of the Prospectus / Offer For Sale Document.
18. Auditors certificate on the Break-up value of shares on the basis of the latest audited accounts along
with its calculation.
19. Copy of Information Memorandum prepared for placement of shares to local and foreign investors;
20. Names of Directors/shareholders common to the company and the institutions/funds, which have
subscribed the shares under private placement.
21. No Objection Certificates from the Underwriter(s) to the Issue/Offer, if any, on Form-IV.
22. Copies of all material contracts and agreements relating to the public issue/offer of shares and
project, if any.
23. Copies of the Consent Letters from Bankers to the issue/offer. The letter shall state that;
(i) the Bank has given its consent to act as one of the Bankers to Issue/Offer,
(ii) this consent has not been withdrawn,
(iii) it has no objection on publication of its name in the prospectus/offer for sale document,
(iv) the bank has undertaken that the subscription money shall be kept in a separate bank account
and shall not be released to the company/the offerer without prior written approval of the
Exchange and/or until the company is formally listed
24. Copies of the title deeds of land duly attested by a gazzetted officer;
25. Copy of the consent from the auditor, expert legal advisors to the Issue/Offer, if any, under sub-
section (5) of section 57 of the Companies Ordinance, 1984.
26. Copy of letter jointly signed by the Chief Executive Officer and Chief Financial Officer of the
company confirming that they have reviewed the contents of the draft prospectus / offer for sale and to
the best of their knowledge and belief these have been stated/disclosed correctly and fairly.
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27. Copies of individual consent letters from all Directors, Chief Executive and Secretary of the
Company for publishing their names as Directors, Chief Executive and Secretary respectively in the
Prospectus/Offer For Sale Document. The consent letter shall be dated and contain full name, fathers
name, CNIC Number & latest postal address of the Directors, Chief Executive and the Company
Secretary.
28. Copy of consent from the Ballotters to the Issue/Offer.
The Ballotters to the Issue/Offer shall not be associated company or associated undertaking of the issuing
company/the offerer.
29. 25 copies of draft full Prospectus / Offer for Sale draft abridged prospectus and advertisement, if any,
with last page signed in original by directors of the Company or the offerer, as the case may be.
30. 25 copies of audited annual accounts of the company for the last 5 years and its latest half yearly and
quarterly accounts, if any or for a shorter period if five years of the commencement of business are not
completed.
31. List of employees, who have been allocated shares out of the present issue along with their full
particulars i.e., names, addresses and number of shares offered to each of them;
32. In issues where premium is to be charged from public, the shares allocated to any person on account
of preferential allocation at par, shall not be saleable for a period of two years from the date of public
subscription. Such shares shall be deposited in a blocked account with a depository company and their
deposit shall be certified by the depository company. The particulars of these shares shall be furnished to
the stock exchange.
Provided that charges of opening and operating of the said blocked account with the depository company
shall be borne by the holder of such share.
33. Copy of application submitted with CDC for declaration of such company as CDC eligible security.
34. Report of State Bank of Pakistan that the names of promoters/sponsors/controlling directors of the
company are not in the Defaulters List of State Bank of Pakistan either in their individual capacity or in
the capacity of Directors of other companies. (This will not apply to nominee Directors of the
Government and Financial Institutions).
35. Report of State Bank of Pakistan that the name of the company as well as the names of other
companies in which directors of the company are holding directorship are not in the defaulters list of
State Bank of Pakistan.
36. Printed copy of share certificate duly cancelled;
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37. Documents as prescribed under Annexure-A, in relation to the requirements of Annexure to Form III
of the Securities and Exchange Rules 1971
38. Documents as prescribed under Annexure-B, in relation to the requirements mentioned in the
Companies (Issue of Capital) Rules, 1996
39. Any other document/material/information as may be required by the Exchange for its own record or
for inclusion in the prospectus/offer for sale document.
Notes:-
(i) Please note that copies of all the documents are certified by the Company Secretary/ CEO.
(ii) Please note that all documents relating to regulatory authority are duly certified from the concerned
Company Registration Office or concerned Regulatory Authority.
(iii) Please note that in addition to the abovementioned documents, the following shall also be submitted:
(a) soft copy of the draft prospectus/offer for sale document;
(b) scanned copy of the Memorandum and Articles of Association; and
(c) scanned copy of the audited annual accounts of the company for the last 5 years or for a shorter
period if five years of the commencement of business are not completed and its latest half yearly
and quarterly accounts.
Annexure-A
1. Memorandum and Articles of Association and, in case of debentures, a copy of the trust deed
2. Copies of prospectus issued by the Company in respect of any security already listed on the Stock
Exchange;
3. A brief history of the company since incorporation giving details of its activities including any re-
organization, changes in its capital structure and borrowings
4. A statement showing:
(a) cash dividends and bonuses paid during the last 10 years or such shorter period as the company
may have been in existence;
(b) dividends or interest in arrears, if any.-
5. Certified copies of agreements or other documents relating to arrangements with or between:
(a) vendors and/or promoters.
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(b) underwriters.
(c) brokers
6. Certified copies of agreements with:
(a) managing agents.
(b) selling agents.
(c) Managing director and technical directors.
7. Certified copies of the agreements with the NIT, ICP, PICIC, IDBP and any other financial institution.
8. A statement containing particulars, dates of and parties to all material contracts, agreements (including
agreements for technical advice and collaboration), concessions and similar other documents except
those entered into in the normal course of the companys business or intended business together with a
brief description of the terms of such agreements.
9. Names and addresses of the directors and persons holding ten per cent or more of any class of equity
security as on the date of application together with the number of share or debentures held by each of
them.
10. Particulars of the security listing of which is sought.
Annexure-B
in case of Equity-based Project
1. Certificate from the auditors that the fixed capital expenditure is entirely financed by equity and that
the capital allocated to sponsors, foreign and local investors, if any, has been fully paid.
2. Project appraisal report from a financial institution or a commercial bank or an investment bank.
3. Certificate from the auditors that the land for the project has been acquired, transferred/registered in
the name of company, letters of credit have been established and shipment schedule of plant and
machinery has been finalized by the suppliers.
4. Undertaking on Non-Judicial Stamp Paper from the Sponsors that they shall retain at least twenty-five
per cent of the capital of the company for a period of five years from the date of public subscription.
5. Underwriting arrangement in the manner as prescribed in sub rule (II)(iv) of rule 3 of the Companies
(Issue of Capital) Rules, 1996.
in case of Loan-based Project
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1. Certificate from auditors that sponsors subscription has been received in full and at
least 80% thereof has been utilized in the project.
2. Certificate from the concerned Stock Exchange that at least 30% of the plant and
machinery has been installed and last consignment of plant and machinery, where
required has been shipped to the company.
3. Undertaking on Non-Judicial Stamp Paper from the Sponsors that they shall at all
times retain at least 25% of the capital of the company.



FORM I
FORM OF APPLICATION UNDER SECTION 9 OF THE SECURITIES AND EXCHANGE
ORDINANCE 1969 FOR LISTING A SECURITY ON A STOCK EXCHANGE
To:
The Secretary
Islamabad Stock Exchange (Guarantee) Limited
Islamabad.

Dear Sir,

1. We hereby apply for the listing of our
__________________________________________________ on your Stock Exchange.
(Name of company)
2. Necessary information and documents as required under regulation 4(1) are enclosed herewith.

Yours faithfully,
_________________________________
SIGNATURE & ADDRESS
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c.c. to:
The SECP, ISLAMABAD as required under subsection (1) of section 9 of the Securities and Exchange,
1969.







FORM-II
FORM OF UNCONDITIONAL UNDERTAKING UNDER LISTING
REGULATION NO. 5 ON NON-JUDICIAL STAMP PAPER OF RS. 20/-
Dated:
_______________
The Governing Board of Directors

Islamabad Stock Exchange (Guarantee) Limited

Islamabad.
U N D E R T A K I N G

We undertake, unconditionally, to abide by the Listing Regulations of the Islamabad
Stock
Exchange (Guarantee) Limited which presently are, or hereinafter may be in force.

We further undertake:-

(1) That our shares and securities shall be quoted on the Ready Quotation
Board and/or the Futures Counter at the discretion of the Exchange.

(2) That the Exchange shall not be bound by our request to remove the shares
of securities from the Ready Quotation Board and/or the Futures Counter.

(3) That the Exchange shall have the right, at any time to suspend or remove the
said shares or securities for any reason which the Exchange consider sufficient in
public interest.
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(4) That such provisions in the Articles of Association of our company or in
any declaration or agreement relating to any other security as are or otherwise not
deemed by the Exchange to be in conformity with the Listing Regulations of the
Exchange shall, upon being called upon by the Exchange, be amended to supersede the
Articles of Association of our company or the nominee relating to the other securities to
the extent indicated by the Exchange for purposes of amendment and we shall not raise
any objection in relation to a direction by the Exchange for such amendment; and

(5) That our company and/or the security may be de-listed by the Exchange in
the event of non-compliance and breach of this undertaking.

Yours faithfully,


Common seal of the company (Signature of authorized person)



FORM-III
UNDERTAKING (by managing director/chief executive)

Dated:________________

The Secretary
Islamabad Stock Exchange (Guarantee) Limited
Stock Exchange Building,
Blue Area,
Islamabad

U N D E R T A K I N G



We, M/s_______________________________________________________ have
applied for Listing of our Company on your Exchange. In case our application is
approved, we hereby undertake as under:-


(1) That we will issue shares either in scripless form in the Central Depository System
(CDS) or in the shape of physical scrip along with computerized transfer deeds on the
basis of option exercised by the successful applicants within 30 days from the date of
close of public subscription.

(2) That shares in the physical scrip shall be despatched through the bankers to the issue
whereas scripless shares shall be directly credited through book entry into the respective
CDC accounts of the allottees maintained with Central Depository Company of Pakistan
Limited (CDC).
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(3) That we will arrange to verify the signature on Transfer Deeds in Islamabad at least
for a period of 30 days after Official Listing of our Company.

(4) That we will return the Transfer Deeds duly verified within 48 hours Lodged for
verification of signatures.




_______________________________________
MANAGING DIRECTOR/CHIEF EXECUTIVE













FORM-IV
NO OBJECTION CERTIFICATE (from underwriters)


The Secretary
Islamabad Stock Exchange (Guarantee) Limited
Stock Exchange Building,
Blue Area,
Islamabad

Dear Sir,
Re: NO OBJ ECTION CERTI FICATE

We the undersigned have entered into an Underwriting Agreement with
M/s._________________________ on___________________________. The terms of
which are as follows:

i) Total Number of Shares Underwritten _______________________
ii) Face Value Rs.___________ per share
iii) Premium Value (if any) Rs.___________ per share
iv) Total Value (Including Premium) Rs.___________ per share
v) Amount of Underwriting Rs.___________
vi) Underwriting Commission ______________%
vii) Take-up Commission ______________%
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viii) The Underwriting Agreement is Valid Upto ______________


We have no objection for offering of shares to the general public and publication of
Prospectus/Offer For Sale of the company in the newspapers.

We further confirm that we have not entered into any buy back or repurchase agreement
in respect of the shares underwritten with the sponsors or any other person under the said
agreement.

Yours truly,





________________________________
Name and Designation of the Underwriter









APPENDI X-2
CRI TERI A/GUI DLI NES FOR LI STI NG OF COMPANI ES ON THE EXCHANGE
(1) The Exchange shall not entertain listing/application of such company whose:
i) Chief Executive has been found to have violated the Listing Regulations or any others/listed
company on the Exchange of which he had been the Chief Executive.
ii) Promoters/sponsors/controlling directors are in the defaulters list of State Bank of Pakistan either
in their individual capacity or in the capacity of directors of other companies. However, this will not
apply to nominee directors of the Government and Financial Institutions. The company shall also
provide a list of Controlling Directors.
(2) No company shall be allowed listing which is an associated company of any other listed company
which has violated the Listing Regulations of the Exchange and is still in default of any Listing
Regulation. However, this will not apply to nominee directors of the Government and Financial
Institutions.
(3) In all the prospectuses/offer for sale, the following disclosures must be made:-
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i) Only those financial statements shall be incorporated in the prospectus/Offer For Sale which are
audited and certified by the auditors and which are accompanied by accounting policies.
ii) The Audited Accounts incorporated in the Prospectus shall not be older than 6 months from the
date of publication of the Prospectus / Offer for Sale Document
iii) A profile of the Chief Executive along with academic qualification and relevant experience.
iv) Break-up value of the shares on the basis of the latest audited account supported by a certificate
from the auditors.
v) In the financial plan, the amount of interest/mark/up/financial charges during preproduction
period shall be shown separately.
vi) A brief write-up of each of the controlling directors.
vii) Detail of project, if any, like status of civil work, break up of plant and machinery, its cost,
made, supplier, status i.e. new or used, ordered, shipped, reached at site, installed, etc. Total project
cost, means of financing, cost incurred. Project implementation schedule, expected date of trial
production and commercial production etc.
viii) Any other disclosure which the Exchange may require for the benefit of the investors.
(4) A running company for one full year or more, reflecting losses in their last audited accounts, shall not
qualify for listing if its equity is eroded by 40% or more.
(5) The companies applying for listing on the Exchange shall have a minimum paid-up capital as
mentioned in regulation 7(1).
(6) The Allocation of capital to the public shall be in accordance with regulation 6A & 7.
(7) No company shall be allowed listing whose promoters/sponsors/ controlling directors are also
promoters/sponsors/controlling directors in other listed companies, which are in default of any Listing
Regulation of the Exchange. Further no person shall be allowed to act as promoter/sponsor/controlling
director of a company which was delisted during last three years and non-compliant of any listing
regulation at the time of its delisting. However, this will not apply to nominee directors of the
Government and Financial Institutions. The company shall also provide a list of Controlling Directors.
(8) No company shall be allowed listing which is a wholly owned subsidiary company of any other listed
company which has violated the Listing Regulations of the Exchange and is still in default of any Listing
Regulation.




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APPENDIX-3



THE COMPANIES (ISSUE OF CAPITAL) RULES, 1996

(1) Short title: commencement and application: (1) These rules may be called the
Companies (Issues of capital) Rules, 1996

(2) They shall come into force at once:

(3) They shall apply to:

(i) the companies proposing to offer share capital to the public;
(ii) listed companies proposing to increase share capital through right issue or bonus
issue;
(iii) all companies proposing to issue shares for consideration otherwise than in cash; and
(iv) certain persons offering shares for sale to the public.

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2. Interpretation: In these rules the words and expressions used shall have the same
meanings as are assigned to them in the Companies Ordinance, 1984 (XLVII of
1984).

3. Policy for issue of capital: A company which owns a loan-based project or an equity-
based project and proposes to raise capital through public offer for the first time shall
comply with the following conditions, namely:


(I) LOAN BASED PROJECTS:

(i) The size of capital to be issued shall be in accordance with financial plan approved by
an institution financing the project.
(ii) The companys auditors shall certify that sponsors subscription has been received in
full and at least eighty percent thereof has been utilised in the project.
(iii) The stock exchange concerned shall verify that at least thirty percent of the plant and
machinery has been installed and last consignment of plant and machinery, where
required, has been shipped to the company.
(iv) The sponsors shall, at all times, retain at least twenty-five percent of the capital of the
company.


(II) EQUITY BASED PROJECT:
(i) The fixed capital expenditure shall be entirely financed by equity.
(ii) The project shall be appraised by a financial institution or a commercial bank or an
investment bank.
(iii) The appraisal report shall be accompanied by a certificate from the companys
auditors confirming that:

(a) the capital allocated to sponsors, foreign and local investors, if any, has been fully
paid; and
(b) the land for the project has been acquired, letters of credit have been established and
shipment schedule of plant and machinery has been finalized by the suppliers.

(iv) The issue shall be fully underwritten and the underwriters, not being the associated
companies, shall include at least two financial institutions including commercial banks
and investment banks and the underwriters shall evaluate the project in their independent
due diligence reports.
(v) The sponsors shall retain at least twenty-five percent of the capital of the company for
a period of five years from the date of public subscription.

4. Issue of shares on premium: A company may issue shares to the public on premium
subject to the following conditions, namely:


(i) It shall have profitable operational record of at least one year;
(ii) the premium on public offering shall not exceed the amount of premium charged on
placements with foreign or local institutions and the names and addresses of such
institutions shall be disclosed in the prospectus;
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(iii) the issues shall be fully underwritten and the underwriters, not being the associated
companies, shall include at least two financial institutions, including commercial banks
and investment banks and the underwriters shall give full justification of the amount of
premium in their independent due diligence reports;
(iv) the due diligence report of the underwriters shall form part of the material contracts;
(v) Full justification for premium shall be disclosed in the prospectus;
(vi) the employees of the company getting preferential allocation, if any, shall be charged
premium at the same rate as the public; and
(vii) the shares allotted to any person on account of preferential allocation at par, shall not
be salable for a period of two years from the date of public subscription. These persons
shall be issued jumbo certificates with markings not salable for two years. The
particulars of each jumbo certificates will be furnished to the respective stock exchange.
Companies while splitting jumbo certificates into marketable lots, after the prescribed
period, shall inform the respective stock exchange.

(5) Issue of right shares by a listed company: a listed company may issue right shares
subject to following conditions, namely;

(i) The company shall not make a right issue within one year of the first issue of capital to
the public or further issue of capital through right issue;
(ii) the company, while announcing right issue, shall clearly state the purpose ofb the
right issue, benefits to the company use of funds and financial projections for three years.
The financial plan and projections shall be signed by all the directors who were present in
the meeting in which the right issue was approved;
(iii) the decision of the company to issue right shares shall be communicated to the
Authority and the respective stock exchange on the day of the decision;

(iv) the company may charge premium on right shares up to the free reserves per share
as certified by the companys auditors and the certificate of the auditors shall be furnished
to the Authority and the respective stock exchange along with intimation of the
proposed right issue;
Provided that where a company proposes to charge premium on right issue above the free
reserves per share it shall be required to fulfill the following requirements, namely:

(a) At least forty percent of all the shareholders undertake to subscribe their portion of
right issue; and
(b) the remaining right issue shall be fully underwritten and the underwriters, not being
associated companies, shall include at least two financial institutions including
commercial banks and investment banks and the underwriters shall give full justification
of the amount of premium in their independent due diligence report;
(v) right issue of a loss making company or a company whose market share price during
the preceding six months has remained below par value shall be fully and firmly
underwritten;
(vi) book closure shall be made within forty-five days of the announcement of the right
issue and the payment and renunciation date once announced for the letter of right shall
not be extended except with the permission of the respective stock exchange under
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special circumstances; and
(vii) if the announcement of bonus and right issue is made simultaneously, resolution of
the board of directors shall specify whether the bonus shares covered by the
announcement qualify for right entitlement;

Explanation: free reserves includes any amount which, having been set aside out of
revenue or other surpluses after adjustment of all intangible or fictitious assets, is free in
that it is not retained to meet any diminution in value of assets, specific liability,
contingency or commitment known to exist at the date of balance sheet, but does not
include:

(i) Reserves created as a result of re-valuation of fixed assets;
(ii) goodwill reserve;
(iii) depreciation reserve to the extent of ordinary depreciation including allowance for
extra shifts admissible under the Income Tax Ordinance, 1979 (XXXI of 1979);
(iv) development allowance reserve created under the provision of the Income Tax
Ordinance, 1979 (XXXI of 1979);
(v) workers welfare fund;
(vi) provisions for taxation to the extent of the deferred or current liability of the
company; and
(vii) capital redemption reserve;

6. Issue of bonus shares by listed companies:

A listed company may issue bonus shares subject to the following conditions, namely:-

(i) the decision of the directors to issue bonus shares shall be communicated to the
Authority and the respective stock exchange on the day of the decision nand the
intimation letter shall be accompanied by the auditors certificates asn specified in clause
(iii);
(ii) the free reserves of the company calculated in the manner as specified in rule 5 shall
be sufficient to issue the bonus shares after retaining in the reserves twenty-five percent
of the capital as it will be increased by the proposed bonus shares;
(iii) a certificate from the auditors shall be obtained to the effect that the free reserves and
surpluses retained after the issue of the bonus shares will not be less than twenty-five
percent of the increased capital; and
(iv) all contingent liabilities disclosed in the audited accounts and any such liability
which may have been created subsequent to the audited accounts shall be deducted while
calculating minimum residual reserves of twenty-five percent.

7. Offer for sale of shares by privatized companies:

Where a company has been privatized by the Federal Government or a Provincial
Government, the new management shall not offer shares to the public for a period of
three years from the date of privatization at a price higher than the purchase price per
share adjusted by right or bonus issue or any other distribution made out of the pre-
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acquisition reserves.


8. Issue of shares for consideration otherwise than in cash:

A company may issue shares for consideration otherwise than in cash subject to the
following conditions, namely:

(i) the value of assets shall be determined by a consulting engineer registered with
Pakistan Engineering Council and borne on the panel of at least two financial institutions
as a valuer;
(ii) the value of assets taken over shall be reduced by depreciation charged on consistent
basis;
(iii) the goodwill and other intangible assets shall be excluded from the consideration;
and
(iv) certificate from a practicing Chartered Accountant shall be obtained to the effect that
the above mentioned conditions have been complied with.


9. Offer for sale of share by certain persons:

A person who holds more than ten percent of the shares of a company may offer
such shares for sale to the public subject to the following conditions, namely:
(i) the size of the capital to be offered to public through offer for sale shall not be less
than one hundred million rupees or twenty-five percent of the capital which ever is less;
(ii) no premium shall be charged unless the company has profitable operational record for
at least one year;





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(iii) in case a premium is to be charged on the sale of shares, the offer shall be fully
under-written and the underwriters, not being the associated companies, shall includes at
least two financial institutions including commercial banks and investment banks and the
under-writers shall give full justification of the amount of premium in their independent
due diligence reports;
(iv) due diligence reports of the underwriters shall form part of the material contracts; and
(v) full justification for the premium shall be disclosed in the offer for sale.

10. Relaxation of rules:

Where the Authority is satisfied that it is not practicable to comply with any requirement
of these rules in a particular case or class of cases, the Authority may, for reasons to be
recorded, relax such requirement subject to such conditions as it may deem fit.

11. Penalty:

Whoever fails or refuses to comply with, or contravenes any provision of these rules, or
knowingly and will fully authorizes or permits such failure, refusal or contravention,
shall, in addition to any other liability under the Ordinance, be also punishable with fine
not exceeding two thousand rupees, and, in case of continuing failure, refusal
or contravention, to a further fine not exceeding one hundred rupees for every day after
the first during which such contravention continues.

































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Appendix 4


ISSUE/OFFER OF SHARES THROUGH BOOK BUILDING


1 Eligibility:


A public limited company or a body corporate which intends to issue shares to the
general public under Section 57 of the Companies Ordinance, 1984 and makes an
application to a stock exchange for listing of its shares or an Offeror who intends to offer
shares under Section 62 of the Companies Ordinance, 1984 and makes an application to a
stock exchange for listing of such shares, where applicable, and is in compliance with
Listing Regulations of the stock exchange, is eligible to issue/offer its shares through
Book Building mechanism.

2. Offer through Book Building:

A Company or a body corporate or an Offeror, which fulfills the eligibility criteria
mentioned in clause 1 above, may subject to the requirements specified under this appendix
of the Regulations, offer shares through Book Building process subject to the following
conditions:
(a) not more than 75% of the total offer shall be allocated for offer through
book building process to institutional investors and HNWI; and

(b) not less than 25% of the total offer shall be allocated for offer to the
general public .


3. Procedure of Issue/Offer under Book Building Process:

3.1 The Issuer or Offeror, as the case may be, proposing to offer shares to the Institutional
Investors and HNWI through the book building process shall appoint a Lead Manager (LM)
and a Book Runner (BR). An Issuer / Offeror need not to appoint a LM, if so desired by it,
provided such Issuer / Offeror is eligible to act as LM under this appendix of the
Regulations. Nothing in this appendix of the Regulations shall restrict an Issuer / Offeror to
appoint a single person as Book Runner and Lead Manager or to appoint more than one
Book Runner or Lead Manager.
Provided that BR shall not be an associated company or an associated undertaking of the
Issuer/ Offeror.
3.2 The Issuer/Offeror in consultation with LM and BR shall issue a
preliminary prospectus to selected Institutional Investors and HNWIs.

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3.3 Apart from meeting the disclosure requirements as specified under
various clauses of this appendix of the Regulations and under various
provisions of the Companies Ordinance, 1984, the following disclosures
shall be suitably made in the preliminary prospectus:


(i) The particulars of LM, BR, the share registrars and the
bankers to the issue/offer etc.;


(ii) Role and functions of LM and BR

(iii) The following accounting ratios, shall be given in a separate
para under the heading Financial Ratios for each of the
accounting periods for which the financial information is
given:

a. EPS, where applicable, as adjusted for changes in
capital;


b. P/E ratio, where applicable;

c. Break-up value per share / Net-Asset value per share;

d. Return on Assets and Average return on net-worth in
the last five years (where applicable);


Note: The accounting ratios disclosed in the prospectus should be
calculated after giving effect to the consequent increase of capital
on account of compulsory conversions outstanding, as well as on
the assumption that the options outstanding, if any, to subscribe for
additional capital shall be exercised.

(iv) The dates and time of opening and closing of the bidding
period;


(v) The method and process of bidding;

(vi) Mechanism for determination of the strike price containing
illustration, for easy understanding, based on hypothetical data;


(vii) Basis of allotment of shares out of Book Building offer;

(viii) The addresses of the bid collection centres; and

(ix) Separate statements by both the Issuer/Offerer and LM
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confirming that all the material information as required under the
Companies Ordinance, 1984 and this this appendix of the
Regulations have been disclosed in the prospectus and that
whatever stated in the prospectus and the supporting documents is
true and correct to the best of their knowledge and belief
and that nothing has been concealed.


3.4 The preliminary prospectus/offer for sale document shall, after clearance
by the stock exchange(s), be submitted to the Commission for approval
under Section 57 or Section 62 of the Companies Ordinance, 1984 as the
case may be;

3.5 Copy of the preliminary prospectus approved by the Commission shall be
circulated by the Issuer/Offerer through LM and BR to the prospective
institutional investors and HNWI and shall also be placed on the websites
of the Issuer/Offeror, LM and BR;


3.6 In addition to circulation of the preliminary prospectus in the manner as
mentioned in para 3.5 above, an advertisement, approved by the

Commission, shall be published at least in one Urdu and one English daily
Newspaper having wide circulation in the federal and all the provincial
capitals, inviting the institutional investors and HNWI to participate in the
bidding;


3.7 After approval of the preliminary prospectus by the Commission, LM and
BR may jointly conduct awareness campaigns like advertisement, road
shows, presentations, meetings etc.;


Note: The Issuer/Offerer shall obtain prior approval of the Commission
for issue, circulation and publication of advertisement, if any, regarding
the issue/offer of shares.

3.8 The electronic system/software used by BR in the book building process
may be subject to audit/examination by the Commission directly, through
other persons appointed by the Commission for this purpose or through an
external auditor appointed by the stock exchange on the directions of the
Commission.
3.9 LM and BR shall be entitled to remuneration for arranging and
conducting the Book Building process and all the expenses including
remuneration of LM and BR shall be disclosed in the preliminary
prospectus; and

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3.10 In case the Issuer/Offerer does not receive bids for the minimum number of
shares offered at floor price or in the absence of the floor price, at any other
price acceptable to the Issuer/Offerer, it may withdraw the offer. The
decision of withdrawal shall be taken within a period not more than three
working days of the closing of the bidding period. The withdrawal shall be
immediately intimated to the Commission and the Exchange.
In such a case the Issuer/Offerer shall refund the margin money to the
bidders within three working days of the decision of withdrawal.
3.11 An associated person or any other related person or party of the Issuer /
Offerer, as the case may be, shall not make bid(s) for shares in excess of 5%
of the book building portion of the issue/offer.
4. Main Parties to the Issue/Offer and their role & responsibilities:


4.1 The Issuer/Offerer:


The Issuer/Offerer shall be responsible to;

(i) appoint LM, save as provided in para 3.1, and BR;

(ii) ensure that BR has adequate infrastructure to properly undertake
and perform book building process on its behalf;

(iii) obtain all approvals/consents/NOCs/clearance relating to the
issue/offer;

(iv) ensure that all disclosures as required under the Companies
Ordinance, 1984 and this appendix of the Regulations have been
made in the prospectus;

(v) ensure that all the documents required by the Commission to
be submitted along with the application under Section 57 or 62, as
the case may be, have been provided. In case certain documents
are to be provided later on, list of all such documents and reason
for its late submission should be provided in the application under
Section 57 or 62 as the case may be;

(vi) ensure that whatever stated in the prospectus and the
supporting documents is true and correct to the best of their
knowledge and belief and that nothing has been concealed;

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(vii) submit final report about issue/circulation/publication of the
prospectus, subscription received, strike price discovered, basis of
allotment, refund made and related matters within 30 days of the
last date for public subscription to the Commission; and

(viii) maintain record of the issue/offer, based on book building
process, for a period of at least three years from the date of closing
of book building process.


4.2 The Lead Manager:


The Lead Manager to the issue/offer shall be responsible to;

(i) conduct awareness campaigns like presentations, meetings, road
shows etc jointly with BR;

(ii) ensure that all disclosures as required under the Companies
Ordinance, 1984 and this appendix of the Regulations have been
made in the prospectus;

(iii) ensure that necessary infrastructure and electronic
system/software is available to collect bids and to carry out book
building process in a fair, efficient and transparent manner;

(iv) obtain, on behalf of the Issuer/Offerer, all
approvals/consents/NOCs relating to the issue/offer;


4.3 The Book Runner:

The Book Runner to the issue/offer shall be responsible to;

(i) conduct awareness campaigns like presentations, meetings, road
shows etc. jointly with LM;

(ii) arrange and ensure that necessary infrastructure and electronic
system/software is available to collect bids and to carry out book
building process in a fair, efficient and transparent manner;

(iii) collect bid applications and applications money, security, margin
as the case may be from the Institutional Investors and HNWI in
the manner as mentioned in this appendix of the Regulations.

(iv) put serial number, date and time on each bidding form at the time
of collection of the same from the bidders;


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(v) vet the bidding applications;

(vi) build an order book showing demand for the shares at various
prices;


(vii) discover the strike price at the close of the bidding period;



(viii) enter into underwriting agreement with the Issuer/Offerer; and

(ix) maintain record of the bids received for subscription of the shares.


x) The Book Runner to the issue / offer shall be required to use the software for Book
Building Process provided by the Exchange, which is based on Dutch Auction
Methodology for display of the order book and determination of the strike price, on the
terms and conditions as may be agreed in writing between the Exchange and the Book
Runner.

(xi) The Book Runner to an issue / offer for information of the investors shall, in addition
to live display of the order book on the website of the Exchange, also live display the same
order book simultaneously on its own website till closing of the bidding period.


5. Underwriting:

The offering of shares through book building should be compulsorily underwritten in
the following manner:

(a) BR shall enter into an underwriting agreement with the Issuer/Offerer
stating that BR has underwritten the entire Book Building portion at the
Strike price. The Underwriting Agreement should also disclose the number
of shares underwritten, the rate and amount of the underwriting
Commission/Fee to be paid to BR;
(b)
(Note: Purpose of the underwriting of the Book Building Offer is to
cover the risk of default/back out by any of the successful bidders.)

(b) the Book Building Offer shall be underwritten within 2 working days of
the closing of bidding period; and

(c) In the event, a bidder backs out of his commitment, BR shall, save as
provided in para 3.10, be responsible for subscribing to the amount
involved.


6. Publication of the Final Prospectus:
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On finalization of the underwriting arrangement LM shall, within ten working days of the
closing of bidding period, submit application to the Stock Exchange(s) concerned for
allocation of dates for publication of the final prospectus and subscription of shares by the
general public.
The final prospectus in full or in abridged form must be published within Seventeen
working days of the closing of the bidding period in the manner as specified in Section 53
of the Companies Ordinance, 1984.

Public subscription for the shares shall be held at any date(s) within thirty days of the
publication of the final prospectus but not earlier than seven days of such publication.



7. Bidding Form:

7.1 Standardised bidding forms shall be prescribed by the BR;


7.2 Bids shall be submitted through the Bid Collection Centres on the
standard bidding form duly filled in and signed in duplicate;

7.3 The bidding form shall be serially numbered at the bid collection
centres and date and time stamped, at the time of collection of the same
from the bidders;

7.4 The serial number may be system generated or stamped with an
automatic numbering machine;

7.5 The bidding form shall be issued in duplicate signed by the investor
and countersigned by the BR, with first copy for BR, and the second copy
for the investor;

7.6 The identities of the investors participating in the bidding process
shall not be made public;


8. Procedure for bidding:

8.1 The method and process of bidding shall be subject to the following:

8.1.1 Bids can be at a limit price or at strike order or can be a step bid.
Provided that the minimum size of a limit bid shall be Rs. 1,000,000 and in
case of a step bid, the amount of any step shall not be less than Rs. 250,000.
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8.1.2 The institutional investors and HNWI shall place their bids
through BR who shall vet the bid forms;

8.1.3 The institutional investors and HNWI shall have the right to revise
or withdraw their bids during the bidding period.
8.1.4 The institutional investors and HNWI shall not make more than
one bids.

8.2 The BR shall collect an amount to the extent of 100% of the application
money as margin money in respect of bids placed by HNWI;

8.3 The BR shall collect an amount of not less than 25% of the application
money as margin money in respect of bids placed by institutional
investors.

8.4 BR may reject a bid placed by an institutional investors and/or HNWI for
reasons to be recorded in writing and the reasons should be disclosed to
such bidder forthwith. Decision of BR shall not be challengeable by the
bidder or its associates;


8.5 BR shall maintain record of the bids received for bidding of the shares;

8.6 BR shall ensure that all the bids received by the bid collection centers are
entered into the system developed by the Exchange for the purpose of book
building. BR shall not accept any bid after 5:00 p.m. during the days of the
bidding period, except the last day when no fresh bid(s) shall be collected
after 5:00 p.m. and the bid(s) collected thus far, shall be required to be
entered into the System by 7:00 p.m. on the same day and thereafter no bid
shall be entered into the system or be revised in any way and for any reason
even if the bid application has been received from the investors. Online
revision of the bids shall be allowed to the bidders through system software.
This will however be subject to the condition that the bidder shall comply
with the requirements of bidding as disclosed under Clause 8 of this
Appendix and / or any other condition / procedure disclosed in the offering
document. The Exchange shall display live an order book showing the
demand for shares at various prices and the accumulated number of shares
bid for along-with percentage of the total shares offered. The order book
should also show the revised bids and the bids withdrawn.
8.7 No extension shall be allowed in book building period, except under the
extra ordinary circumstances like law and order situation resulting closure of
banks etc. Such extension shall be allowed by the Exchange with the prior
written approval of the Commission.
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8.8 BR shall approach and circulate the preliminary prospectus to a maximum
number of the institutional investors and HNWI, but not less than ten in
each category, inviting them for participation in the bidding process;


8.9 At the close of the bidding period, the Issuer/Offeror, in consultation with
LM, if any, and BR shall determine the strike price on the basis of Dutch
Auction Method. Under this Methodology, the strike price is determined by
lowering the price to the extent that the total number of shares that the
Issuer/Offeror intends to issue or to divest through the Book Building
process is subscribed. While determining the strike price, the bids placed
through strike order(s) shall not be taken into consideration.

The order book shall display the bid prices in a descending order along with
the quantity for each price level as well as the cumulative quantity at each
price level. The strike orders shall be displayed in the order book in the
following manner:
(a) after the lowest limit bid, in case the limit bids placed are not
sufficient for full allotment of the shares offered; or
(b) after the limit bid at which all the shares offered can be allotted, in
case the limit bids placed are sufficient for full allotment of the
shares offered.
For the purpose of allotment of shares, the limit bid(s) entered at the price
determined/discovered as Strike Price through book building process, and
the bids placed as strike order shall be ranked equally and preference will be
given to the bidder who has made the bid earlier.
Once the strike price is determined all those bidders whose bids have been
found successful shall become entitled for allotment of shares. The bidders,
who have made bids at prices above the strike price, will be issued shares at
the strike price and the differential will be refunded. The bidders, who have
made bids below the strike price, shall not qualify for allotment of shares
and their margin money will be refunded.
8.10 The offer price to general public shall be equal to or at a discount to the
strike price;

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8.11
Successful bidders shall be intimated, within two working days of the closing of
the bidding period, the strike price and the number of shares provisionally allotted
to each of them. The successful institutional bidders shall, within seven working
days of the closing of the bidding period, deposit the balance amount as
consideration against allotment of shares. Where a successful bidder defaults in
payment of shares allotted to him, the margin money deposited by such bidder shall
be forfeited to the BR.


8.12 Margin money of the unsuccessful bidders shall be refunded within three
working days of the close of the bidding period;


8.13 The Issuer/Offeror shall open two separate bank accounts for collection of
applications money, one each for both the Book Building offer and the
Public Issue/ offer; and

8.14 Final allotment of shares out of the Book Building Offer shall be made
after receipt of full subscription money from the successful bidders;
however, shares to such bidders shall be issued/ transferred at the time of
issuance/transfer of shares out of the Public Issue/ Offer to the successful
applicants.


8.15 The Book Building process will be considered as withdrawn if the total
number of bids received is less than 15.
8.16 The successful bidders shall be issued shares, which are allocated to them as
a result of book-building process, in the form of book-entry securities to be
credited in their CDS accounts. All the institutional investors and HNWI
shall, therefore, provide their CDC account numbers in the bid application.

9. Provisional listing:

The company whose shares are issued/offered may in accordance with the Regulations
for Future Trading in Provisionally Listed Companies, of the Stock Exchange(s)
concerned be provisionally listed for futures trading and for quotation of its shares from
the date of publication of the final prospectus in the Newspapers.

10. Maintenance of Books and Record:


10.1 The Issuer/Offerer, LM, BR and other intermediaries associated with the
issue/offer of shares shall maintain record of the issue/offer for a period of
at least three years from the closing of the public subscription list; and

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10.2 The Commission shall have the right to call such information/documents
as it deems fit from the Issuer/Offeror, LM, BR and other intermediaries
associated with the issue/offer. The Commission may also inspect such
records and books which are maintained by the Issuer/Offeror, LM, BR
and other intermediaries involved in the issue/offer.

11. Relaxation:

Where the Exchange is satisfied that it is not practicable to comply with any of the
requirement(s) specified in this appendix of the Regulations, in a particular case or
class of cases, the Exchange may, for reason(s) to be recorded, relax such
requirement(s) subject to such conditions as it may deem fit, with the approval of the
Commission.