Page 101 - DJML Annual Report 24-25

DJ MEDIAPRINT & LOGISTICS LIMITED
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

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

98 Annual Report 2024-25 Annual Report 2024-25 99