SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

Professional Services & Policy Division

(Policy Department)

No. 6(4)/PSPD/PD/2005- February 10, 2006

Circular No. 03 /2006

Sub: Holding of Election of Directors

The Commission, through its earlier Circular No.03/2005, allowed the

companies to hold election of directors in the annual general meetings even
before expiry of the term of their office. Election of directors on a date prior to
the expiry of fixed term of three years in terms of section 180 of the Companies
Ordinance, 1984, has caused certain administrative and legal implications for the
companies.

2. The issue was, therefore, reviewed and it has been decided that the
companies should, as per section 177 of the Companies Ordinance, 1984, take
immediate steps to hold election of directors on due dates and in case of any
impediment report the circumstances of the case to the Registrar of Companies
within fifteen days of the expiry of the term laid down in section 180.

3. Therefore, the Circular No.03/2005 dated 10th May, 2005 is, hereby
withdrawn and the companies are directed to hold the election of directors
immediately on expiry of the fixed term of three years in an annual or extra
ordinary general meeting as the circumstances may warrant.

(Syed Fayyaz Mahmud)

Director
Distribution:
1. Chief Executives of all listed companies.
2. Chief Executives of the Stock Exchanges, Karachi/Lahore/Islamabad.
3. The President, Institute of Chartered Accountants of Pakistan.
4. The President, Institute of Cost and Management Accountants of Pakistan.
5. Press Information Department, Islamabad.
6. Associated Press of Pakistan.
7. All officers of the Commission.

______________________________________________________
M-Floor, NIC Building, Jinnah Avenue, Blue Area, Islamabad.
Tel: 9207648 Ext. 294 Fax 92-51- 9206015
Website: www.secp.gov.pk