MINUTES OF MEETING OF THE BOARD OF DIRECTORS OF

DYNASEL LIMITED HELD AT 2 KM., DEFENCE ROAD, OFF RAIWIND ROAD, NEAR BUPTIAN CHOWK, LAHORE ON THURSDAY, JUNE 23, 2011 AT 11.00 A.M. PRESENT: Mr. Haroon Niazi Mr. Zahid Hussain Mr. Shafi ud din Ghani Khan Mr. Mohammad Aftab Alam Syed Mazher Iqbal Chief Executive Officer/Director Director Director Director Alternate Director to Mr. William Gorden Rodgers (Chairman/Director)

LEAVE OF ABSENCE: Mr. Muhammad Yousuf Mr. Aly Khan IN ATTENDANCE: Mr. Sibtain Iram Jaffri Mr. Ale Imran

Director Director Company Secretary Partner Ale Imran & Co. Financial/ Corporate Consultant

The quorum being present Mr. Haroon Niazi was invited to the Chair as Chairman of the meeting. The proceedings of meeting commenced with recitation from the Holy Quran by Mr. Ale ImranFinancial/Corporate Consultant. 1. CONFIRMATION OF MINUTES The minutes of the last meeting of the Board of Directors (held on September 01, 2. 2010) were taken as read and unanimously confirmed.

LEAVE OF ABSENCE Leave of absence was granted by the board to Mr. Muhammad Yousuf

& Mr. Aly 3.

Khan who could not attend the meeting.

DISCUSSION & APPROVAL OF DIRECTORS REPORT TO BE Page 1

ATTACHED WITH FINANCIAL STATEMENTS Directors Report was discussed with the board and necessary changes were made as pointed out by one of the Directors Syed Mazher Iqbal. Finally, the board authorised Chief Executive/Director Mr. Haroon Niazi to sign the Report. 4. TO CONSIDER APPROVAL OF AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2010, AND TO DISCUSS ON THE MANAGEMENT LETTER ISSUED BY THE AUDITORS One of the Directors, Mr. Aftab Alam explained the responsibilities imposed on the Directors under the Companies Ordinance, 1984 and emphasised that all legal requirements relating to holding of AGM/Board Meetings/Filings with SECP, etc. should be adhered to. The Board discussed on the Initialled Audited Financial Statements and Management Letter and showed its concern on the matters identified by the auditors. The board gave specific approval to Mr. Haroon Niazi & Mr. Zahid Hussain for signing of the financial statements for the year ended June 30, 2010.

5.

TO DISCUSS CURRENT PERFORMANCE OF THE COMPANY ALONG WITH MARKETING PLAN Current Performance of the Company was discussed by the Board and Chief Executive Mr. Haroon Niazi appreciated the support extended by Mega & Forbes Group in achieving the sales volumes. The sales volumes grew from Rs. 1.3 Billion in year 2009 to more than two billion in 2011. However, he showed concern about heavy financial burden on the company which has eroded the profit margin and working capital of Dynasel. Advancement in Technology & shift of trend from TV to flat Page 2

screen technology has also opened new opportunities & demands more struggle from management.

6.

TO REVIEW FUTURE FORECASTS AND ACHIEVEMENT AGAINST BUDGET PERFORMANCE AND IF CONSIDERED APPROPRIATE APPROVE BUDGET FOR THE YEAR ENDING JUNE 30, 2011 The board discussed on the budget and asked the Mr. Sibtain Iram Jaffri to prepare a detailed revised budget and send for approval.

7.

TO APPROVE THE AMENDMENT IN ARTICLES OF ASSOCIATION ACCORDING TO SHAREHOLDING AGREEMENT DATED JULY 14, 2010 AND AMENDMENT DRAFT DATED MARCH 18, 2011 BEFORE PASSING OF THE SPECIAL RESOLUTION The board discussed the suggested changes in provisions of Articles of Association. It was decided that the proposed change be deferred for further consideration in the next board meeting .

8.

TO CONSIDER AND FIX DATE FOR THE 22 ND ANNUAL GENERAL MEETING OF THE COMPANY The board considered various options for fixation of date of Annual General Meeting. Finally it was decided that further delay in convening of AGM should not be made and it shall be held by mid July, 2011.

9.

TO CONSIDER RECOMMENDATION FOR APPOINTMENT OF AUDITORS FOR THE YEAR ENDING JUNE 30, 2011 Appointment of Auditors was discussed by the Board. The present auditors M/s BDO Ebrahim & Co. Chartered Accountants, retire and being eligible have offered themselves for reappointment. The board decided to appoint M/s BDO Ebrahim & Co. Chartered Accountants as Auditors for the year ending June 30, 2011 in Page 3

forthcoming AGM, to hold office till the conclusion of the next Annual General Meeting. Remuneration for the year 2011 was agreed to be fixed at Rs. 250,000. 10. TO FIX NUMBER OF DIRECTORS OF DYNASEL LIMITED U/S 178 (1) OF THE COMPANIES ORDINANCE, 1984. THE SEVEN RETIRING DIRECTORS ARE ELIGIBLE FOR REAPPOINTMENT. ONE ADDITIONAL DIRECTOR IS TO BE APPOINTED TO BRING THE NUMBER OF DIRECTORS TO EIGHT. RESOLUTION TO BE PROPOSED FOR APPOINTMENT OF DIRECTORS The directors noted with concern the delay that has taken place in holding election of directors which was due in October 2010. The board emphasized that election of directors shall be held in the forthcoming AGM so as to avoid any further delay. The Board has increased the number of Directors from seven (7) to eight (8) at its reappointment. meeting held on September 01, 2010. The are eligible for seven retiring directors of the Company

The names of retiring directors are as under: 1. Mr. William Gordon Rodgers 3. Mr. Muhammad Yousuf 5. Mr. Aly Khan Din Ghani Khan 7. Mr. Muhammad Aftab Alam 2. Mr. Haroon Niazi 4. Mr. Zahid Hussain 6. Mr. Shafi Ud

It was decided that Mr. Aquil Lotia be inducted into the Board through the election process. Company secretary was asked to fulfill all the requirements relating to election of directors U/S 178 of the Companies Ordinance, 1984.

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11.

TO CONFIRM THE RESOLUTION DATED JANUARY 17, 2011 APPROVED THROUGH CIRCULATION REGARDING OBTAINING FINANCING FACILITIES TO THE EXTENT OF RS. 170.00 MILLION FROM M/S INSHIPPING (PVT.) LTD., KARACHI The board confirmed the above resolution which was passed through circulation regarding obtaining loan amounting to Rs. 170 Million from Inshipping (Pvt.) Limited.

12.

TO PASS RESOLUTIONS FOR OPENING OF BANK ACCOUNTS IN THE FOLLOWING: BANK ALFALAH LTD., AKBAR ROAD BRANCH, KARACHI. MY BANK LTD., Y-BLOCK BRANCH, DHA, LAHORE.

13.

TO CONSIDER APPOINTMENT OF MR. SIBTAIN IRAM JAFFRI, AS CFO IN PLACE OF MR. RIZWAN SOHAIL WHO RESIGNED FROM SERVICES OF THE COMPANY The board discussed appointment of Mr. Sibtain Iram Jaffri as CFO in

place of 14.

Mr. Rizwan Suhail and finally approved this appointment.

APPOINTMENT OF MR ALE IMRAN AS FINANCIAL/CORPORATE CONSULTANT OF DYNASEL LIMITED Mr. Haroon Niazi (Chairman) addressed the Board and informed that Mr. Ale Imran of Ale Imran & Co. Chartered Accountants, has been appointed as Financial/Corporate consultant to take care of Legal & Secretarial issues. The Directors agreed and appreciated this decision.

15.

OTHER BUSINESS There being no other business the meeting ended with a vote of thanks to the Chair.

CHAIRMAN

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