SECURITIES & EXCHANGE COMMISSION OF PAKISTAN

Company Law Division

(Corporatization & Compliance Department)

Through TCS & Fa.\

No. CLD/CCD/CA-256/02/2018 _q /7' October 19. 2020

The Chief Executive,

Airhluc Limited,
12'" Floor, Islamabad Stock Exchange Tower,
Jinnah Avenue, Blue Area, ISLAMABAD.

SUB.JECT: NOTICE UNDER SECTION 474 OF THE COMPANIES ACT, 2017

. . , WH_EREAS, SPM (Private) Limited ('Applican1') holding 24.66% shares in Airblue

L,_,rnted ( Company) had filed an application dated October 22, 2018 for investigation into the affairs
ot the ~o,_npan~ unct_er Section 256 of the Companies Act, 2017 ('Acl'). The Securities and Exchange
~omm,ss 101~ ot Pakistan ('Commission ' ) vide its Order dated July 02, 20 I9 authorized rnvestigation
mto the affairs of the company under Section 256 of the Act.

2. . . AND WHEREAS, the Inspectors. appointed vide Order dated July 02, 2019 under
Sect10~1 256 of the Act, submitted an Investigation Report on February 18. 2020, which inter alia
transpired, the following violations:

'Para 10.12 and I I. IO oftl,e /11vestigatio11 Revort:

Directors' report for the year 2016 was ,wt issued; therefore, we do not o.ffer any
comments.

In our opinion the Company has violated section 236(1) of the repealed Companies
Ordinance, 1984. Hml'ever, after review of directors' report for the year ended 2017
we have observed following deficiencies:

• Names of all directors were not mentioned. similarly names of directors who
resigned were not declared;
• Pallern of shareholding is not disclosed;
• The reasons for lower profitability was allributed to fuel prices and
devaluation of currency however on review of financial slalemenls
compensation to CEO/COO was also a major cause in lower profi1abilily ff
the Company which was not mentioned in directors' reporl.
In our opinion the Company has violated section 227(1) of the Companies Ac/, 2017.

3. AND WHEREAS, Sub-sections (I) and (2) of Section 227 of the Act state that:

Sub-Section (I) : The directors shall make out and allach to the financial slatements, a reporl
1
wilh respect to the stale ofthe company's qff'airs and a.fair review of ifs business, 1/,e amm"'.
(if any), that the directors recommend should be paid by way of dMdend and tire amount (if
any), they propose to cany to the Reserve Fund, Generc,/ Resen·e or Reserve .-lccowil.

Sub-Section (2) : /111he ,:ase <!la public compa11y or o pri1•ate company which is a sub,~idiary
of a public compuny, the directors report, /11 mklition 10 the 11101/ers spec:iji~d in s_11b-511 c1ton, (~:
11111st slule • (u) J/,e na111es of' the person.\' who, at any time during the .fmancwl year, He, if
0
directors of the company; (h) the principal activities and the development and perfom'.ance 1
· · ,l"JI · cinal risks anc
the company's business during the ji11a11cial year; (c) a descrip11011 0.1 1e prm r

NIC Building, 63-Jinnah Avenue, Islamabad

PABX: 051-9207091-4 UAN: 111-117-327 Fax: 051-91004 48
Website: www.secp.gov.pk twitter: @SECPPakistan
 \
J

SECURITIES & EXCHANGE COMM1$~1QN OF PAKISTAN

Company Law 01v1s1on
(Corporatization & Compliance Depar tment }

11ncer1a;111iesfacing the company; (d) any changes that have occurr ed during
the.financial year
concerning the 1w111re c?f the business of the company or r~f its subsidiaries,
or any other
company in which the company has imerest; (e) the in.formation and explan
ation in regard to
any contents ofmod(f,cation in the auditor's report; (I) information about the
pattern ,?(holding
cf thl! shares in the .fimn spec(fied; (g) the name and counlly of origin of the holding
company,
(f such company is a foreign company,· (h) the earning per share; (i) lhe reason
s for loss (/
i111.'111Ted during the year a11dfit1ure pmspec ts qfprofit, if any; 0) information
about de.faults in
payment of any debts and reasons thereof; (k) comments in respect of adequa
cy internal
financial comro/s; ([) any material changes and commitments affecting the.fina
ncial position
qfthe company which have occurred between the end rfthe.fi11ancial year of
the company to
which the.financial statement relates and the date <if the report; and (m) any other
injr;rmation
as may he spec(fied.

4. AND WHEREAS, Sub-section ( I) of Section 474 of the Act states that:

Enforcing complia11ce with provisions ,~( Act.- (I) ff a company, having made
default in
comply ing ,vith any provision c?f this Act or commitled any other irregularity fails
to make good
the default or undo the irregularity, as the case may be, within thirty days after
the service of a
notice on the compa ny requiring it to do so, the Commission may, of its own
motion or on an
applica tion made to it by any member or creditor of the company or a referen
ce by the registrar
and, in the case of a listed cornpany, besides other persons as aforesaid, on
a reference hy the
securit ies exchan ge, make an order directing the company and any officer thereof
, as the case
may be, to make good the de.fault or undo the irregularity or otherwise make
amends, as the
circum stance s may require, within such time as may be specified in the order.

5. NOW THER EFOR E, in terms of delegation of powers conferred to the unders

igned vide
S.R.O.575(1)/2018 dated May 04, 2018, you are hereby given a notice in terms
of the provisions of
Section 474 of the Act to make good the aforesaid defaults and .undo the i~egularities
within thirty days
(30) from the issuance of this Notice. In case the Company and its board fat ls
to comply with this notice,
the Commission may make an order directing the company and its directors to make
good the default
or undo the irregularity, or otherwise make amends, as the circumstances may require
, \Vi thin such time
as may be specified in the order.
/

6. Jn case you intend to appear in person. ?r through authorized representative to l

clarify your
position , you may inform the undersigned !11, wn.tmg. In the event that ?"ou wish to
be represented by a
representative please ensure that the authorizing mstrum~nt (a .power of attorney as
may be appropriati.:)
is submitted to this office along with your reply to this noltce. All d0cuments submit
ted by you in
support of the reply must be duly authenticated.

7. This notice is issul!d without prejudice tn the penal action, which mny be taken in r~spc:ct
ofth~
default under relevant provisions of the Act.

8. Please acknowledge receipt or this noticl~,

Wasccm 1mad Khan

Director/ HoD _ (CCD - Regulntions)