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        Audit Committee

        Member's Name Status Position
        Mr. Ehsan Malik Independent Director Chairman
        Mr. Kamal A. Chinoy Non-Executive Director Member
        Mr. Jehangir Shah Independent Director Member
        Ms. Asema Tapal CIA Secretary

        The Audit Committee comprises of three (3) Non-executive Directors, out of which two (2) are independent. The Chairman of the Committee is a Fellow of the Institute of Chartered Accountants of England and Wales and alumni of the Wharton and Harvard Business Schools. The Chief Financial Officer and the Chief Internal Auditor attend the BAC meetings, while the Chief Executive Officer is invited to attend the meetings. The Audit Committee also separately meets the internal and external auditors at least once in a year without the presence of the management.

        Meetings of the Audit Committee are held at least once every quarter; the recommendations of the Audit Committee are then submitted for approval of financial results of the company by the Board. During the year 2018-19, the Audit Committee held four (4) meetings. The Chief Internal Auditor is the Secretary of the Board Audit Committee. The minutes of the meetings of the Audit Committee are provided to all members, directors and the Chief Financial Officer. The Chief Internal Auditor meets the Audit Committee, without the presence of the management, at least once a year, to point out various risks, their intensity and suggestions for mitigating risks and improvement areas. The business risks identified are then referred to the respective departments and corrective actions are then implemented. The Board Audit Committee has completed its independent evaluation.

        Terms of Reference of the Audit Committee The Audit Committee is mainly responsible for reviewing the financial statements, ensuring proper internal controls to align operations in accordance with the mission, vision and business plans and monitoring compliance with all applicable laws and regulations and accounting and financial reporting standards.

        The salient features of terms of reference of the Audit Committee are as follows:

        • Recommending to the Board the appointment of internal and external auditors.
        • Consideration of questions regarding resignation or removal of external auditors, audit fees and provision by the external auditors of any services to the company in addition to the audit of financial statements.
        • Determination of appropriate measures to safeguard the company's assets.
        • Review of preliminary announcements of results prior to publication.
        • Review of quarterly, half-yearly and annual financial statements of the company, prior to their approval by the Board, focusing on major judgmental areas, significant adjustments resulting from the audit, any changes in accounting policies and practices, compliance with applicable accounting standards and compliance with listing regulations and other statutory and regulatory requirements.
        • Facilitating the external audit and discussion with external auditors on major observations arising from audit and any matter that the auditors may wish to highlight (without the presence of the management, where necessary).
        • Review of the Management Letter issued by external auditors and the management's response thereto.
        • Ensuring coordination between the internal and external auditors of the company.
        • Review of the scope and extent of internal audit and ensuring that the internal audit function is adequately resourced and placed within the organization.
        • Consideration of major findings of internal investigations and the management's response thereto.
        • Ascertaining that the internal control system including financial and operational controls, accounting system and reporting structure are adequate and effective.
        • Review of company's statement on internal control systems prior to endorsement by the Board.
        • Instituting special projects, value for money studies or other investigations on any matter specified by the Board, in consultation with the Chief Executive and to consider remittance of any matter to the external auditors or to any other external body.
        • Determination of compliance with relevant statutory requirements review of periodic financial statements and preliminary announcements of results prior to the external communication and publication with a view to highlight.
        • Monitoring compliance together with the external auditors and internal audit with the best practices of corporate governance and identification of significant violations such as fraud, corruption, and abuse of power thereof.
        • Consideration of any other issue or matter as may be assigned by the Board.