COMMERCIAL COMPANY LAW CHECKLIST Client: xxxxxxx Period of account: 31 Type of entity: xxxxx

December 2010
Date incorporated: 21

March 1984

Expiry of term: 20/3/2014 (Complete Section I (General) and the section relating to this type of entity only) This checklist must be completed each year in respect of a company registered in the Sultanate of Oman. It does not apply to branches of foreign companies, joint ventures and sole proprietorships. References are to Articles in the Oman Commercial Companies Law of 1974 (as amended by Royal Decree 13/89) to which reference should be made in cases of uncertainty. The completed checklist is to be filed with the current audit working papers - section A3/3. Where the answer to any question is NO, further comment is required. Any violations of the law must be brought to the attention of the client in writing. Question GENERAL Is the company registered in the Commercial Register Has the Companys Commercial Registration been renewed up to date Do the companys documents (e.g. letterhead, contracts, receipts, invoices) state a) b) c) d) 4) The companys name Its form Principal place of business Number and place of Commercial Register If the companys members include non-Omanis, do we have on the PAF a copy of the licence granted under the Foreign Business and Investment Law of 1974. Have any members, managers or directors concluded transactions with the company other than in the normal course of business Do all members share in profits and losses in proportion to their share in the companys capital (unless the Articles specify otherwise) If all or most of the capital has been lost, is it possible to make effective use of the remaining capital. Yes Yes Yes Article No. NA or NO NO answer-Comment or working paper reference

Item No. I 1) 2) 3)

4 No 7 No 8 Yes 13 14 NA

5)

6)

7)

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COMMERCIAL COMPANY LAW CHECKLIST Item No. II 8)) PARTNERSHIPS Does the name of a general partnership consist of the name of actual partner(s) only, plus the words and company Do the managers of the company have unlimited authority If their authority is limited, is that limitation properly documented and registered 10) 11) Is there a contract limiting the liability of any limited partner(s) Does the name of a limited partnership consist of the name of general partner(s) only, plus the words the company Has any limited partner remained separate from partnership management JOINT STOCK COMPANIES 13) Special considerations apply in the case of a company under establishment or during its first accounting period after incorporation. In such cases, have all the relevant requirements of the Commercial Companies Law been met (please refer to the checklist for joint stock companies under formation) Is the capital at least RO 500,000 for a closed joint stock company and RO 2,000,000 for a public joint stock company? Is the nominal value of each share RO 1? NA Question Article No. NA or NO NA NO answer-Comment or working paper reference

29 35 35 46

48 49

12) III

56-77 Yes 58 58 NO The Parent Companys authorised share capital comprises 120,000,000 shares of 100baisas (2007 120,000,000 shares of 100 baisas each).

14)

15)

16) 17)

Was at least a half of the nominal value of shares paid for on subscription? Did the founder shareholders keep (not deal with or dispose of) their shares until the accounts of 2 financial years have been published. Has the above period (2 years) been extended by a further year by decision of the Minister of Commerce and Industry upon the request of the MSM If shares were issued at a premium, is the excess (after deducting share issue expenses) over the nominal value held in a capital reserve account

58

Yes Yes

77 NA 77 Yes 78

18)

19)

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COMMERCIAL COMPANY LAW CHECKLIST Item No. III 20) Question JOINT STOCK COMPANIES (continued) Were the shares allocated to the companys employees of maximum 5% of increased issued capital (up to the authorised capital) approved by a resolution of the extra ordinary general meeting Has any increase or decrease in capital been authorised by an Extraordinary General Meeting Was the decrease in capital within the limits set out in article 58 Have any of its own shares purchased by the company been properly disposed of Did the company purchase its own shares after a resolution issued in an extra ordinary general meeting Are its own shares purchased equal to or less than 10% of its issued capital Did the company obtain MSMs approval before buying its own shares Have the legal requirements with respect to the issue of bonds been complied with Are there between three and twelve directors Ensure directors are not directors of more than five Omani joint stock companies Ensure chairman is not chairman of more than three Omani joint stock companies If directors also have to be shareholders, have they deposited their shares with the company within one month of election Have at least half of the directors been present at board meetings NA 82 NA NA 84 85 85 NA 85 85 86-94 95 YES YES 95 95 YES YES 97 Yes 100 Refer AUP on corporate governance. Refer Corporate Governance file Refer Corporate Governance file Refer Corporate Governance file Refer board minutes extracts filed at T.11 NA NA NA NA Article No. NA or NO NO answer-Comment or working paper reference

21) 22) 23) 24)

82,84

25) 26) 27) 28) 29) 30) 31)

32)

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COMMERCIAL COMPANY LAW CHECKLIST Item No. III 33) 34) Question JOINT STOCK COMPANIES (continued) Have all directors emoluments been disclosed in the boards report to shareholders Ensure that distribution to shareholders is at least 5% of capital except if the articles specify a higher percentage. But profits may not be distributed during the year except from the profits brought forward from the previous year if these were sufficient to do so or from the voluntary reserves available for distribution provided the statutory reserve had reached a third of the share capital at least. Ensure that payments to directors are disclosed as follows: Salaries paid to executive directors should be included in the calculation of profit for the year. These amounts are not considered as directors remuneration for the purpose of Article 101. Directors remuneration (bonus/sitting fees) should be disclosed as an appropriation in the Statement of Retained Earnings. 36) Ensure that directors remuneration does not exceed 10% of the annual net profit of the company after transfer to statutory (legal) reserve, voluntary reserve, and distribution of atleast 5% of profits (unless the articles specify a higher percentage) Is the first financial year of the company less than or equal to 18 months Where we as auditors presented with financial statements, the board report and the proposed allocation of profits within three months of the year end and at least six weeks before the AGM Does the profit and loss account contain an analysis of income and expenditure and adequate explanations of the most important items. 39) Where the audited financial statements presented to the stock exchange and department of companies at least 21 days before the AGM Ensured Yes 101 Ensured Note 18(C) to FS Article No. NA or NO NO answer-Comment or working paper reference

101

35)

Refer A1/N21for the directors remuneration working.

Ensured

Ensured

Directors remuneration to be approved by the Board.(for workings refer A1/N21)

101 104 Yes 105 Yes To be ensured AGM held before 31/03/2011

37) 38)

Yes 105

Done for 2009. For 2010 to be done on finalisation of the accounts.AGM held before 31/03/2011 adequate notice given.

40)

Has 10% of the net profit after tax been transferred to a legal reserve, until the reserve amounted to at least one-third of the capital

Yes 106

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COMMERCIAL COMPANY LAW CHECKLIST Item No. III Question JOINT STOCK COMPANIES (continued) Is any transfer to voluntary reserve not more than 20% of profit after tax and transfer to statutory reserves and does the voluntary reserve not exceed half the capital 41) Were auditors appointed at the AGM Did the AGM specify the audit fee Are we, as auditors, independent from the company i.e. do not regularly perform technical, administrative or consultative services 42) 43) 44) Have we had access to all books and documents of the company Was the AGM held within four months of the year end Did the AGM consider and approve:a) b) c) d) 45) the directors report the auditors report the dividend the appointment of the Board of Directors (if any) NA 106 111 111 Yes Yes Yes 111 112 120 120 Yes Yes Yes Yes Yes 121 122 Yes - do Done for 2009. 2010 to be done at the AGM to be held in March 2011 - do - do - do - do Yes Yes AGM for 2010 to be held in before 31/03/2011 No voluntary transfer made therefore NFAR Article No. NA or NO NO answer-Comment or working paper reference

Where the balance sheet, profit and loss account and summary of the directors report published in a local newspaper within one month of the AGM Was at least half of the companys capital represented at the AGM Have any amendments to the companys Articles been approved by: an Extraordinary General Meeting the Director General of Commerce

46) 47)

123 123 124

NA NA NA

48) IV

Were at least three-quarters of the companys capital represented at any Extraordinary General Meeting

LIMITED LIABILITY COMPANIES 49) 50) 51) 52) 53) Are there no more than thirty shareholders Is the name of the company followed by the letters LLC) Is the capital at least RO 20,000 Have all shares been fully paid up Is there a proper shareholders register 136 137 138 140 141 NA

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COMMERCIAL COMPANY LAW CHECKLIST Item No. IV Question LIMITED LIABILITY COMPANIES (continued) 54) 55) 56) Have any shares that were for sale been offered to other shareholders Did any increase or decrease in capital have the unanimous approval of the shareholders Has 10% of the net profit after tax been transferred to a legal reserve, until the reserve amounted to at least one-third of the capital Are we, as auditors, independent from the company, i.e. do not regularly perform technical, administrative or consultative services Date: 12 Jan. 2011 NA 144 149,150 Article No. NA or NO NO answer-Comment or working paper reference

NA NA

154

57)

NA
158

Completed by:

Reviewed by:

Date: 12 Jan 2011

Reviewed by:

Date: 13 Jan 2011

CONCLUSION

I am satisfied that there are no matters that require further disclosure in the financial statements or comment in our audit report, and that the company has complied substantially with the provisions of the Commercial Companies Law

Partner / Manager signature___________________________

Date__________

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