Page 100 - DJML Annual Report 24-25

DJ MEDIAPRINT & LOGISTICS LIMITED
Company Secretaries to undertake the Secretarial The internal audit approach verifies compliance with
Audit of the Company for the F.Y. 2024-25 and the the operational and system related procedures and
Secretarial Audit Report is annexed herewith as controls. Significant audit observations are presented
‘Annexure I’. There no reservation, qualificatio to the Audit Committee, together with the status of
or adverse remar their Report. the management actions and the progress of the
implementation of the recommendations on a regular
Further, ter of the provisio of the Circular
No. CIR/ CFD/CMD1/27/2019 dated Februar 8, basis.
2019 issued b Securitie and Exchange Board d) Cost Auditor
of India, the Compa ha obtained the Annua The provisions of Cost Audit and maintenance of cost
Secretaria Compliance Repor fro M/s. Abba records as specified by the Central Government under
Jawadwala & Associates, Practicing Compa Section 148 of the Act read with the Rules framed
Secretaries, for the financia year ended Mar 31, thereunder, are not applicable to the Company and
2025, confirming compliance of the applicable SEBI hence such accounts and records are not required to
Listing Regulatio and circulars/ guideline issued be maintained by the Company.
thereunder, b the Company. The said Repor ha XII OFOF ENERGY,ENERGY, TECHNOLOGYCHNOLOGY
TE
XIII.CONSERVATIONI.CONSERVATION
bee submitted to the Sto Exchange the ABSORPTION AND FOREIGN EXCHANGE EARNINGS ON AND FOREIGN EXCHANGE EARNINGS
ABSORPTI
prescribed statutor timelines. AND OUTGO:GO:
AND OUT
A their meeting held o June 18, 2025 Board Information in accordance with the provisions of
of Director have approved the appointme of Section 134(3)(m) of the Companies Act, 2013 read
M/s. Abba Jawadwala & Associates, Practicing with Rule 8 of the Companies (Accounts) Rules,
Compa Secretaries, a the Secretaria Auditor 2014 regarding conservation of energy, technology
of the Compa o remuneratio a decided absorption and foreign exchange earning & outgo is
b the Board and the Secretaria Auditor to hold given in Annexure III forms part of this report.
office for a period of five year fro the F.Y. 2025- XIV
XIV. CORPORATE GOVERNANCE. CORPORATE GOVERNANCE
26 upto the F.Y. ended 2029-30, subje to approva
of shareholder a the 16 Annua Genera Meeting. In accordance with provisions of the Securities
th
and Exchange Board of India (Listing Obligations
c) Internal Auditor and Disclosure Requirements) Regulations, 2015
The Company has in place an adequate internal (‘Listing Regulations’), a detailed report on Corporate
audit framework to monitor the efficacy of the Governance is included in the Annual Report.
internal controls with the objective of providing to M/s. Abbas Jawadwala & Associates, Practicing
the Audit Committee and the Board of Directors, an Company Secretaries, who are also the “Secretarial
independent, objective and reasonable assurance Auditors” of your Company, have certified that your
on the adequacy and effectiveness of the Company is in compliance with the requirements of
Company’s processes. Corporate Governance in terms of Listing Regulations
and their Compliance Certificate on Corporate
The Board has appointed M/s J K S & CO. (Firm Governance is annexed to the Report “Annexure IV”.
Registration No.159727W), Chartered Accountants
XV. CORPORATE SOCIAL RESPONSIBILITY (CSR):V. CORPORATE SOCIAL RESPONSIBILITY (CSR):
as the Internal Auditor of the Company for the X stipulated under Schedule VII. There is no unspent
Financial Year 2024-25. The Internal Auditor reports The Company believes that as a responsible corporate
directly to the Chairman of the Audit Committee. citizen, it has a duty towards the society, environment,
The Internal Audit function develops an audit plan and the country where it operates. The Company’s
for the Company, which covers, inter-alia, corporate, sense of responsibility (which goes beyond just
core business operations, as well as support complying with operational and business statutes)
functions and is reviewed and approved by the towards the community and environment, both
Audit Committee. ecological and social, in which it operates is known as
corporate social responsibility.
98 Annual Report 2024-25
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
CSR Committee
The CSR Committee of the Board is constituted in compliance with the provisions of the Act read with the
applicable rules made thereunder.
The CSR Committee of the Company comprises of 3 (Three) Directors as on March 31, 2025 as detailed
hereunder.
Sr. No Name Designation Category
1 Mr. Dinesh Kotian Managing Director Chairperson
2 Mr. Deepak Bhojane Whole- Time Director Member
3 Ms. Nirmala Patwa Independent Director Member
Company Secretary of the Company acts as the Rules, 2014.
Secretary to the CSR Committee.
However, in line with the CSR Policy, the Company
The terms of reference of CSR committee has been voluntarily conducts internal assessments,
disclosed in the Corporate Governance section of
situational analysis, need assessment surveys,
Annual Report and a detailed breakup of expenditure project visits or social audits etc. to monitor and
carried out on CSR activities has been disclosed in evaluate the CSR projects of the Company.
the Corporate Social Responsibility Report attached Annual Report on CSR
as Annexure II of the Board’s Report.
CSR Policy Annual Report on CSR for the financial year 2024-
25 including the salient features of the CSR Policy
On the recommendation of the CSR Committee, the adopted by the Company is annexed as Annexure II
Board of Directors have adopted and formulated of this report and forms part of the Annual Report.
comprehensive Corporate Social Responsibility X
XVI VIGIL MECHANISM / WHISTLE BLOWER POLICYVI VIGIL MECHANISM / WHISTLE BLOWER POLICY
policy, which sets out the objective, areas, activities
and the manner in which the expenditure on CSR The Vigil Mechanism as envisaged in the Act,
obligation would be carried out by the Company. the Rules framed thereunder and the SEBI Listing
The CSR Policy including a brief overview of the Regulations, is implemented through the Company’s
Whistle Blower Policy. The Whistle Blower Policy
projects or programs approved by the Board is provides a mechanism for the Directors, employees
uploaded on the Company website and can be and all the stakeholders of the Company to report
accessed through the weblink: https://www.djcorp. their genuine concerns and provides adequate
in/pages/Amended-CSR-Policy-DJML.pdf safeguard against victimization to those who use
such mechanism.
CSR Spend
During the financial year under review, the Company Pursuant to the Policy, the Whistle Blower can raise
has spent ` 11.31 Lakhs towards CSR activities as concerns relating to Reportable Matters (as defined
in the Policy) such as unethical behavior, breach of
CSR expenditure as on March 31, 2025. Code of Conduct Policy, actual or suspected fraud,
any other malpractice, impropriety or wrong doings,
Impact Assessment of CSR Projects illegality, non-compliance of legal and regulatory
The Company’s average CSR obligation in the three requirements, retaliation against the Directors &
immediately preceding financial years does not Employees and instances of leakage of/suspected
exceed ` 10 crores. Hence, the Company is not leakage of Unpublished Price Sensitive Information
required to undertake impact assessment, through of the Company etc.
an independent agency in terms of Rule 8(3)(a) of
the Companies (Corporate Social Responsibility) Further, the mechanism adopted by the Company
Annual Report 2024-25 99