BOARD OF DIRECTORS COMMITTEES

1-  AUDIT COMMITTEE

The Board has set up an independent audit function headed by a qualified and full time employee of the company reporting to the chairman. The Scope of Internal auditing within the Company is clearly defined in compliance of Clause (XXIV) of Code of Corporate Governance 2012.

A strong control environment and established internal control framework exists in the company comprising clear structures, segregation of duties, authorization limits for the Company officials for operating bank accounts and approving expenditures, well-define polices and procedure and budgeting and review processes to reduce the risk of undetected error / fraud and limit opportunities for misappropriation of assets or concealment of intentional misstatements.

The audit committee is a committee comprising Board of Directors that assists the board in a manner provided in the Code of Corporate Governance issued by SECP and forming part of the Listing Regulations of the Stock Exchanges in Pakistan. The audit committee of Din Textile Mills Ltd. comprises of the majority of   non Executive Directors one of them  is chairman of the committee.

Committee of Din Textile Mills Ltd. comprises of  the following :

1 Mr. Abdul Razzak Tarmuhammad (Independent / Non-Executive Director ) Chairman
2 Shaikh Mohammad Pervez (Non-Executive Director ) Member
3 Mr. Farhad Shaikh Mohammad (Non-Executive Director ) Member
4 Mr. Islam Ahmed Secretary
Name of Director
Total No. of Meeting
Meeting Attend
1 Mr. Abdul Razzak Tarmuhammad 4 4
2 Shaikh Mohammad Pervez 4 3
3 Mr. Farhad Shaikh Mohammad 4 4

The terms of reference of the audit committee shall also include the following:

  • The Audit Committee shall, inter alia, recommend to the Board of Directors the appointment of external auditors, their removal, audit fees, the provision by the external auditors of any service to the company in addition to audit of its financial statements.
  • Determination of appropriate measures to safeguard the  company’s assets;

III. Review of quarterly, half-yearly and annual financial statements of the  company, prior to their approval by the Board of Directors, focusing on:

> Major judgmental areas;

> Significant adjustments resulting from the audit;

> The going concern assumption;

> Any changes in accounting policies and practices;

> Compliance with applicable accounting standards;

> Compliance with listing regulations and other statutory and regulatory requirements; and

> Significant related party transactions.

  1. Review of preliminary announcements of results prior to publication;
  2. Facilitating the external audit and discussion with external auditors of major observations arising from interim and final audits and any matter that the auditors may wish to highlight (in the absence of management, where necessary);
  3. Review of management letter issued by external auditors and management’s response thereto;

VII. Ensuring coordination between the internal and external auditors of the  company;

VIII. Review of the scope and extent of internal audit and ensuring that the internal audit function has adequate resources and is appropriately placed within the  company;

  1. Consideration of major findings of internal investigations of activities characterized by fraud, corruption and abuse of power and management’s response thereto;
  2. Ascertaining that the internal control systems including financial and operational controls, accounting systems for timely and appropriate recording of purchases and sales, receipts and payments, assets and liabilities and the reporting structure are adequate and effective;
  3. Review of the company’s statement on internal control systems prior to endorsement by the Board of Directors and internal audit reports;

XII. Instituting special projects, value for money studies or other investigations on any matter specified by the Board of Directors, in consultation with the CEO and to consider remittance of any matter to the external auditors or to any other external body;

XIII. Determination of compliance with relevant statutory requirements;

XIV. Monitoring compliance with the best practices of corporate governance and identification of significant violations thereof; and

  1. Consideration of any other issue or matter as may be assigned by the Board of Directors.

2- HUMAN RESOURCE AND REMUNERATION COMMITTEE ( HR & R )

Human Resource and Remuneration (HR&R) Committee have three members comprising a majority of non-executive directors Including Chairman of the Committee.

1 Shaikh Mohammad Pervez (Non-Executive Director ) Chairman
2 Shaikh Muhammad Tanveer (Executive Director ) Member
3 Mr. Abdul Razzak Tarmuhammad (Independent / Non-Executive Director ) Member
4 Mr. Amir Riaz Qureshi Secretary
Name of Director
Total No. of Meeting
Meeting Attend
1 Shaikh Mohammad Pervez 2 2
2 Shaikh Muhammad Tanveer 2 2
3 Mr. Abdul Razzak Tarmuhammad 2 2

The terms of reference of  the HR & R committee shall also include the following:

  1. Recommending human resource management policies to the board;
  2. Recommending to the board the selection, evaluation, compensation (including retirement benefits) and succession planning of the CEO.

III. Recommending to the board the selection, evaluation, compensation (including retirement benefits) of COO, CFO, Company Secretary and Head of Internal Audit; and

  1. Consideration and approval on recommendations of CEO on such matters for key management positions who report directly to CEO or COO.