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					                                        AUDIT PROGRAM
CLIENT:          NATIONAL BANK OF PAKISTAN                                                                  T/AP/1
PERIOD:          December 31, 2007

SUBJECT:         SHARE CAPITAL

Est.   Phase/                                                                      W/P
                                             Procedures                                   By   Comments/Explanations
Hrs.   Level                                                                       Ref.
                AUDIT OBJECTIVES

                To determine whether:

                 A.     Share capital accounts and advance against future
                        issue of share capital represent all amounts paid in for
                        preferred or share capital issued and amounts paid in
                        for preferred or ordinary share capital to be issued.
                 B.     The amounts in the share capital accounts are in
                        compliance with the requirements of the
                        Memorandum of association or similar grant of legal
                        authority and with the applicable statutes and are
                        properly recorded.
                 C.     All transactions within the capital and other equity
                        accounts during the audit period are properly
                        authorized and recorded.
                 D.     Capital and other equity accounts are properly
                        described and classified in the financial statements
                        and adequate disclosures with respect to these
                        amounts have been made.
                 E.     The Company has complied with all applicable
                        corporate law requirements particularly those relating
                        to equity.

                SUBSTANTIVE PROCEDURES

                1. Overall Procedures

                 1.1    Obtain or update a summary of information about
                        capital ownership, stock options, warrants, conversion
                        rights, dividend restrictions and other matters.
                 1.2    Obtain an analysis of equity accounts for the period.
                        Obtain and test significant entries and tie balances to
                        the lead schedule. Trace dividend declaration, stock
                        issues, bonus shares, stock purchases, etc., to minutes,
                        as applicable.
                 1.3    Compare the balance of each significant capital
                        account to the comparable balance for the preceding
                        period. Investigate unusual or significant fluctuations.
                 1.4    Agree total of balances on the share registers with the
                        issued capital at the balance sheet date.
                 1.5    Obtain listing of shareholders/pattern of shareholding
                        from CDC and compare it with the details available
                        with client to work out the actual pattern of
                        shareholding.
                 1.6    Ensure CDC compliance procedures.
                 1.7    Fill out Company Law Compliance Checklist.
                 1.8    Fill out checklist for Stock Exchange Listing Rules.
                                                               Page: 1/5
                                        AUDIT PROGRAM
CLIENT:          NATIONAL BANK OF PAKISTAN                                                                  T/AP/1
PERIOD:          December 31, 2007

SUBJECT:         SHARE CAPITAL

Est.   Phase/                                                                      W/P
                                             Procedures                                   By   Comments/Explanations
Hrs.   Level                                                                       Ref.
                2. Memorandum, Articles and Corporate
                   Records

                 2.1    Obtain or update memorandum and articles of
                        associations, corporate minutes and other relevant
                        documents and place it in Permanent file.
                 2.2    Review Memorandum and Articles of Association and
                        investigate any non-compliance thereof. Particularly
                        ensure that the object of the entity allow all specific
                        transactions incurred during the year.
                 2.3    Agree authorised and paid up capital with the
                        Memorandum and Articles of Association.
                 2.4    In case of any changes in the above, verify the
                        changes with:
                                 (a) Minutes
                                 (b) Form 3
                                 (c) Members’ register
                 2.5    Review minutes of Board’s meetings and general
                        meetings during the year and subsequent to year-end
                        and consider any impact on risk assessment and our
                        approach.

                3. Share Transfer Audit

                 3.1    Test-check transfer of shares with Transfer Register,
                        members’ register, Directors’ minutes and CDC
                        record.
                 3.2    Inspect cancelled (de-faced) old certificates and
                        counter-foils, or other record, of new certificates
                        issued, in respect of transferred shares.
                 3.3    Ensure that duplicate share certificates are issued in a
                        timely manner in accordance with the requirements of
                        Section 75 of the Companies Ordinance, 1984.

                4. Issue of Share Capital

                 4.1    For shares issued for cash, check entries in bank
                        statement.
                 4.2    For shares issued for consideration other than cash,
                        check amount of consideration with supporting
                        documents.
                 4.3    Ensure compliance with the provision of Companies
                        (Issue of Capital) Rules, 1996 for:
                             Shares issued for cash consideration;
                             Bonus issue;
                             Issue of share for consideration other than cash;
                               and
                             Right issue of shares.
                                                               Page: 2/5
                                        AUDIT PROGRAM
CLIENT:          NATIONAL BANK OF PAKISTAN                                                                 T/AP/1
PERIOD:          December 31, 2007

SUBJECT:         SHARE CAPITAL

Est.   Phase/                                                                     W/P
                                             Procedures                                  By   Comments/Explanations
Hrs.   Level                                                                      Ref.
                5. Annual Return and other Statutory Forms

                 5.1    Verify that a return (Form `A’) made up to the day of
                        the general meeting during the year or last day of
                        calendar year if general meeting is not held, has been
                        filed with the Registrar of Companies by inspecting
                        filing receipt.
                 5.2    Agree particulars of authorised and issued capital,
                        details of shareholdings and names of Directors with
                        the books and records of the Company.
                 5.3    Verify that the directors’ holding of shares comply
                        with the Articles of Association as to minimum
                        shareholding and that they were acquired within the
                        prescribed time.
                 5.4    Note changes in Directorships with Register of
                        Directors and Managers and inspect Form 29 filed
                        with the Registrar of Companies and also consequent
                        transfer of shares (if any).
                 5.5    Examine all the statutory corporate records and
                        Forms.

                6. Bonus Shares

                 6.1    In case of issue of bonus shares by listed company:
                        i) Ensure that the decision of the directors is
                            communicated to the SECP and the representative
                            of Stock Exchanges on the day of the decision
                            and intimation letter as accompanied by auditors
                            certificate;
                        ii) Ensure that the free reserves of the company are
                            sufficient to issue the bonus share after retaining
                            in the reserves 25% (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 for this
                            purpose) of the increased capital and auditors
                            certificate to that effect has been obtained.[See
                            Companies (Issue of Capital) Rules, 1996].

                7. Advance against future issue of Share Capital

                 7.1    Obtain schedule of advance against future issue of
                        share capital and match totals with general ledger
                        control account.
                 7.2    Consider circularization of confirmation and prepare
                        confirmation summary.



                                                              Page: 3/5
                                        AUDIT PROGRAM
CLIENT:          NATIONAL BANK OF PAKISTAN                                                                 T/AP/1
PERIOD:          December 31, 2007

SUBJECT:         SHARE CAPITAL

Est.   Phase/                                                                     W/P
                                             Procedures                                  By   Comments/Explanations
Hrs.   Level                                                                      Ref.
                 7.3    Ensure that all receipts are through banking channels,
                        particularly those from foreign nationals and trace in
                        bank statement. Match with “Proceeds Realisation
                        Certificate”, if applicable.

                8. Movement in capital and profit accounts in NBFCs

                 8.1    Review documents for any inward remittances made,
                        by the Head Office to comply with the capital
                        requirements of the Banking Companies Ordinance,
                        1962 for branches which are being audited.
                 8.2    Ensure that the statutory capital maintained with State
                        Bank of Pakistan is not less than 7.5% (the
                        requirement of Section 13(3) of B.C.O.) of the total
                        demand and time liabilities at the year-end.
                 8.3    Obtain direct confirmation of closing balance at year-
                        end with the State Bank of Pakistan.
                 8.4    Ensure that capital appreciation is made by State Bank
                        of Pakistan on statutory capital. Obtain a copy of
                        advice received from SBP. Also ensure that the
                        balances confirmed by the SBP of statutory capital
                        match with the client’s records.
                 8.5    Enquire about the remittances made by the Head
                        Office to the branches and vice versa and obtain
                        intimation from Head Office regarding such
                        remittance.
                 8.6    Obtain analysis of unremitted profit from client.
                 8.7    Review relevant client files and workings to ascertain
                        accuracy of unremitted profit balance and details
                        thereof.

                Other tests as deemed necessary




                Management Letter

                        Prepare management letter points including:
                           Internal control weaknesses;
                           Business improvement opportunities;
                           Legal non-compliance;
                           Accounting system deficiencies; and
                           Errors and irregularities not material at the
                               financial statements level.

                                                              Page: 4/5
                                          AUDIT PROGRAM
CLIENT:            NATIONAL BANK OF PAKISTAN                                                                            T/AP/1
PERIOD:            December 31, 2007

SUBJECT:           SHARE CAPITAL

Est.    Phase/                                                                     W/P
                                             Procedures                                      By        Comments/Explanations
Hrs.    Level                                                                      Ref.
                 Disclosure

                         Ensure appropriate disclosure have been made in
                         accordance with the reporting framework and fill
                         relevant portion of Financial Statement Disclosure
                         Checklist (FSDCL).

                 Supervision, review and conclusion

                   1.    Perform Senior review and supervision.
                   2.    Resolve Senior review points.
                   3.    Resolve Partner and Manager review points.
                   4.    Conclude response to the audit objectives.

Audit conclusion

Based on the substantive test procedures, I/we performed as outlined above, it is my/our opinion that the audit objectives set forth at
the beginning of this audit program have been achieved, except as follows:

___________________________________________________________________________________________________________

___________________________________________________________________________________________________________

___________________________________________________________________________________________________________



                                    ______________             ____________               ________                   _______
Date:____________                       Signature              Job Incharge               Manager                    Partner




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