Page 105 - DJML Annual Report 24-25

DJ MEDIAPRINT & LOGISTICS LIMITED
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

which is comprehensive in nature, providing XXIX. OTHER DISCLOSURES 9) The requirement to disclose the details Your Directors take this opportunity to place
guidance on identification and mitigation of the The Board states that no disclosure or reporting is of the difference between the amount of on record their appreciation for the committed
various risks that the Company may face in the required in respect of the following items as there the valuation done at the time of one-time services rendered by the employees of the
conduct of its business. The specific objectives were no transactions on these items during the settlement and the valuation done while Company at all levels, who have contributed
of this framework are: financial year: taking a loan from the Banks or Financial significantly towards the Company’s performance
• To identify and assess various business risks 1) As per rule 4(4) of the Companies (Share Institutions, along with the reasons thereof, and for enhancing its inherent strength. Your
arising out of internal and external factors that Capital and Debentures) Rules, 2014, the is not applicable for the financial year. Directors also acknowledge with gratitude the
affect the business of the Company; Company has not issued equity shares with XXX. Maternity Benefit Act, 1961 encouragement and support extended by our
valued shareholders.
• To work out methodology for managing and differential rights as to dividend, voting or The Company has complied with the provisions
mitigating the risks; otherwise; of the Maternity Benefit Act, 1961.
• To establish a framework for the Company’s 2) As per rule 8(13) of the Companies (Share XXXI. ACKNOWLEDGEMENTS For For and on behalf of the Board
risk management process and to ensure its Capital and Debentures) Rules, 2014, the Your Directors would like to express their sincere
implementation; Company has not issued shares (including
sweat equity shares) to employees of the appreciation for the assistance and co-operation Sd/-
• To enable compliance with appropriate Company under any scheme; received from various stakeholders including Dinesh Kotian
regulations, wherever applicable, through the 3) As per rule 12(9) of the Companies (Share financial institutions and banks, Government Chairman & Managing Director
adoption of best practices; and authorities and other business associates DIN: 01919855
Capital and Debentures) Rules, 2014, the
• To assure business continuity, sustained Company has not issued equity shares under who have extended their valuable support and Place: Mumbai
growth with financial stability. the Employees Stock Option Schemes; encouragement during the year under review. Date: June 18, 2025

XXVIII. CODE OF CONDUCT FOR DIRECTORS AND 4) Neither the Managing Director nor the Whole
KMPs Time Directors of the Company receive
any remuneration or commission from its
The Board of Directors of the Company has subsidiary;
adopted the Code of Conduct for its Directors
and Senior Management Personnel of the 5) Since the Company has not formulated
Company in compliance with Regulation 17(5) any scheme of provision of money for the
of the SEBI Listing Regulations. For the financial purchase of own shares by employees or by
year 2024-25, all Board members and Senior the trustee for the benefit of the employees
Management personnel of the Company have in terms of Section 67(3) of the Act, no
affirmed the compliance with the code as disclosures are required to be made;
applicable to them and a declaration to this 6) There was no revision of financial statements
effect signed by the Chief Executive Officer and and the Board’s Report of the Company
forms part of the Corporate Governance Report. during financial year;
The Company’s Code of Conduct for Directors 7) There has been no change in the nature of
and Senior Management is hosted on the business of the Company;
website of the Company at https://www.djcorp.
in/pages/Code_of_Conduct_Directors_Senior_ 8) No application has been made under the
Management_Personnel.pdf. The Declaration Insolvency and Bankruptcy Code, hence the
signed by the Managing Director stating that requirement to disclose the details of the
members of the board and senior management application made or any proceeding pending
under the Insolvency and Bankruptcy Code,
personnel have affirmed the compliance vide 2016 (31 of 2016) during the financial along
Code of Conduct of the board and senior with their status as at the end of the financial
management is attached to the report on year is not applicable; and
corporate governance.

102 Annual Report 2024-25 Annual Report 2024-25 103