Page 119 - DJML Annual Report 24-25

DJ MEDIAPRINT & LOGISTICS LIMITED
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

In line with this philosophy, the Company and its Board its effectiveness through an efficient system B. BOARD OF DIRECTORS As on March 31, 2025, the Independent Directors
continuously strive for excellence through adoption of of timely disclosures and transparent business Composition of the Board and Category of of the Company, have confirmed that they satisfy
best governance and disclosure practices. The Board practices. Directors: the criteria of independence as prescribed under
continuously strives to play an active role in fulfilling Your Company confirms compliance to the Corporate Reg. 16 (1) (b) of the SEBI Listing Regulations
its fiduciary obligation to shareholders by efficiently Governance requirements as enshrined in the SEBI The Board of the Compa represe a optima and Companies Act, 2013 (“Act”). Further, the
mix of professionalism, knowledge and experience
overseeing management functions to ensure their (Listing Obligations and Disclosure Requirements) tha enable to discharge responsibilitie Independent Directors have made a declaration that
effectiveness in delivering shareholder value and Regulations, 2015 (“SEBI Listing Regulations”), the efficie and provide effective leadership to the they are Independent of the management.
societal expectations, with ethical and responsible details of which for the financial year ended March business. The Board meets at regular intervals to discuss and
business conduct. The governance framework ensures 31, 2025 is as set out hereunder: decide on business strategies/policies and review
During the financia year 2024-2025, Mr. Gane the financial performance of the Company. In case
Nathura Dhonde (DIN 10664920 and of business exigencies, the Board’s approval is
COMPANY’S GOVERNANCE STRUCTURE Ms. Nirmala Patwa (DIN:10664922) were appointed taken through circular resolutions. The notice and
The governance framework of the Company is meticulously structured to safeguard the interests of as Independent Directors of the Company for detailed agenda along with the relevant notes and
all stakeholders—shareholders, customers, employees, and others—while ensuring robust risk first term of 5 consecutive years w.e.f. June 18, other material information are sent in advance
management and adherence to applicable laws and regulations. 2024. The Board is of the opinion that Mr. Ganesh separately to each Director and in exceptional
Nathuram Dhonde and Ms. Nirmala Patwa hold high cases tabled at the Meeting with the approval of the
integrity, have expertise and experience required for Board. This ensures timely and informed decisions
the role of Independent Directors in the Company. by the Board.
The Board holds ultimate responsibility for The Company follows a three-tiered defense Ms. Deeksha Devadiga (DIN: 08652925) and Mr.
The Board holds ultimate responsibility The Company follows a three-tiered defense During the financial year 2024-25, the Board met
providing strategic direction, setting plans
mechanism to establish robust internal
for providing strategic direction, mechanism to establish robust internal Purushottam Mahadeo Dalvi (DIN: 08648037) six (6) times. The meetings were held on May 16,
controls. This layered approach
and priorities, and monitoring the
setting plans and controls. This layered approach Independent Directors of the Company, resigned 2024, June 18, 2024, August 14, 2024, September
ensures multiple levels of
Company’s performance
priorities, and monitoring oversight, minimizing the risks due to prior commitments and consequently they
ensures multiple levels of
against its long-term
DIRECTORS
the Company’s oversight, minimizing the ceased to be the Independent Directors of the 06, 2024, November 11, 2024 and February 13, 2025
business objectives.
of errors, fraud, and non-
performance BOARD OF risks of errors, fraud, and Company w.e.f June 18, 2024. and the intervening gap between two meetings did
It is supported by
compliance across the
against its long- BOARD OF THREE LINES OF non-compliance across not exceed one hundred twenty days between any
organization.
various committees
term business DIRECTORS THREE LINES OF the organization. The Company has a judicious mix of Executive, two consecutive meetings.
to ensure efficient
objectives. It is Non- Executive and Independent Directors to
governance.
DEFENSE
supported ensure proper governance and management. As The constitution of the Board of Directors as on
DEFENSE
on March 31, 2025, the Board comprised of eight March 31, 2025, details of meeting attended by
(8) Directors - three (3) Executive Directors, one Directors and their directorship in Indian public
(1) Non-Executive –Non-Independent Director and Companies and membership in Committees are as
The Executive four (4) Independent Directors including one (1) under:
Management TEAM To effectively carry Woman Director. Further Mr. Dinesh Muddu Kotian, The Board of Directors is an apex body and an
Team, under the TEAM MANAGEMENT To effectively carry Founder & Managing Director headed the Board as enlightened board creates a culture of leadership
out its oversight
out its oversight
guidance of the Board, EXECUTIVE MANAGEMENT COMMITTEES responsibilities, the Board
plays a critical role in EXECUTIVE BOARD COMMITTEES responsibilities, the Board its Chairman. providing long-term vision and improving governance
has constituted specialized
implementing strategy BOARD has constituted specialized The composition of the Board of the Company is in practices. They play a crucial role in guiding,
committees. These
and overseeing day-to-day committees. These committees overseeing, monitoring strategy, performance and
committees function under
operations. This team brings function under clearly defined conformity with the requirements of Regulation 17 long-term success of the Company as a whole
together extensive expertise across clearly defined Terms of Reference of the SEBI Listing Regulations and the applicable
Terms of Reference approved by the
services and business geographies. approved by the Board and focus on key provisions of the Companies Act, 2013 (“the Act”). through strategic direction.
Board and focus on key strategic and
Their ability to identify opportunities, devise strategic and operational matters. Detailed
operational matters. Detailed information on
adaptive strategies, and manage risks has fortified information on each committee is available in
each committee is available in the Corporate
the Company’s position in the industry. the Corporate Governance Report.
Governance Report.
116 Annual Report 2024-25 Annual Report 2024-25 117