Page 123 - DJML Annual Report 24-25

DJ MEDIAPRINT & LOGISTICS LIMITED
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

of the agenda and convening of the Board and special and exceptional circumstances, additional or
Committee meetings. The Company Secretary attends supplementary item(s) on the agenda are taken up In terms of the requirements of the Act and the SEBI In opinion of the Board, the Independent Directors fulfil
all the meetings of the Board and its Committees except for discussion with the permission of the Chairman. Listing Regulations, an annual evaluation of the the conditions of independence specified in Section
Independent Directors meeting, advises / assures Video conferencing facilities are also made available to performance of the Board is undertaken, where the 149 and Schedule IV of the Act and Regulation 16 (1)
the Board on compliance and governance principles enable the participation of Directors at meetings of the Board formally assesses its own performance and (b) of the SEBI Listing Regulations and are independent
and ensures appropriate recording of Minutes of Board / Committees. Frequent and detailed deliberation that of its Committees to improve effectiveness. For of the management. A formal letter of appointment to
proceedings of the meetings. on the agenda provides the strategic roadmap for the Independent Directors, evaluation is carried out basis Independent Director as required under the Act and the
future growth of the Company.
Board Meeting and Procedure the following criteria i.e., SEBI Listing Regulations has been issued on / at the
The Board meets atleast once in every quarter inter A detailed agenda is sent to each Director in advance (i) Active participation in long-term strategic planning; time of their appointment. The Independent Directors
alia, to review the quarterly financial results, operations of the Board meetings, covering inter alia, the required (ii) Attendance at the Board / Committee meetings; provide an annual confirmation that they meet the
and other items on the agenda and minimum 4 (four) information as enumerated in Part A of Schedule II to criteria of independence
prescheduled Board meetings are held every year. Apart Regulation 17(7) of the SEBI Listing Regulations . As (iii) Contribution made to the Board / Committees etc. a. Meetings of Independent Directors:
from the above, additional Board meetings are convened a policy, all major decisions involving business plan, During the year, the Board Evaluation Exercise was During the year 2024-25 a separate meeting of
by giving appropriate notice to address the specific allocation and deployment of funds, investments conducted by the Board where the Board evaluated Independent Directors was held on February 13,
needs of the Company. In case of business exigencies and capital expenditure, in addition to matters which its own performance, performance of the Directors 2025 without the presence of Executive Directors
or urgency of matters, resolutions are passed by way of statutorily require the approval of the Board are placed individually as well as the working of its Committees. or management representatives to discuss the
circulation, as permitted by law, which is confirmed in before the Board for its consideration and directions. A structured questionnaire was circulated, covering following:
the subsequent Board meeting. The meetings are held The Board is also briefed on areas covering industry various aspects of the Board’s functioning such as
as per the requirements of business; and maximum environment, project implementation, project financing adequacy of the composition of the Board and its • the performance of Non-Independent Directors
interval between any two (2) Board meetings is within and operations of the Company. Senior executives/ Committees, Board culture, execution and performance and the Board as a whole;
the permissible limits. Consultants are invited to provide additional inputs of specific duties, obligations and governance. • the performance of the Chairman of the
at the Board / Committee meetings, as and when Company, taking into account the views of
necessary. The members of the Board or Committees Executive Director and NonExecutive Directors;
The internal guidelines for Board / Board Committee are free to suggest any item to be included in the The Company has adopted a Code of Conduct for its and
meetings facilitate the decision making process at the agenda, in addition to exercising their right to bring up Directors and Senior Management Personnel (“Code
meetings of the Board / Committees in an informed matters for discussion at the meeting with permission of Conduct”) in terms of Regulation 17 of the SEBI • the quality, quantity and timeliness of flow of
and efficient manner. Board meetings are governed of the Chairman. Listing Regulations. The Code applies to all Directors information between the Company management
by a structured agenda. The Company Secretary in and members of the Senior Management. The Code and the Board that is necessary for the Board to
consultation with the Chairman and senior management The draft minutes of each Board / Committee meetings lays down, in detail, the standards of business conduct, effectively and reasonably perform their duties.
prepares the detailed agenda for the meetings. All are circulated to all Directors for their comments within ethics and governance. All the Directors and senior b. Familiarization Programme for Independent
major agenda items are backed by comprehensive fifteen (15) days of the meeting. After incorporating management personnel of the Company have affirmed Directors:
background information, notes and supporting papers the comments, if any, received from Directors, the compliance with the said Code of Conduct as on March
containing all the vital information, to enable the Board Company Secretary records the minutes of each Board 31, 2025 and a declaration to that effect signed by the A the time of appointing Independe Director,
to have focused discussion at the meeting and take / Committee meeting within thirty (30) days from Chairman & Managing Director of the Company, forms a forma letter of appointmen give to him/her,
informed decisions. conclusion of the meeting. The important decisions taken part of the Annual Report. The code is available on the inter alia expla the role, function, dutie
at the Board / Committee meetings are communicated and responsibilitie to be performed b him/her
Agenda papers and notes on agenda are circulated to concerned departments promptly. Action taken report Company website www.djcorp.in a Independe Director of the Company. He also
to the Directors, in advance, in the defined agenda on the decisions taken at the meeting(s) is placed at explained deta the Compliance required fro
format. All material information is circulated along with the immediately succeeding meeting of the Board / him/ her under the Act, SEBI Listing Regulatio
agenda papers for facilitating meaningful and focused Committee for noting by the Board / Committee. In line with the requirements of Regulation 25(10) of and other vario statutes and affirmatio
discussions at the meeting. In case of sensitive agenda the SEBI Listing Regulations, the Company has taken obtained. Further, o ongoing b
matters, or where it is not practicable to attach or The Board periodically reviews compliance reports of all D&O Insurance for all its Directors and members of the par of Agenda of Board / Committee Meetings,
circulate relevant information or document as part of laws applicable to the Company, as well as steps taken Senior Management for such quantum and for such presentatio b interna auditor o fi and
the agenda papers, the same are tabled at the meeting by the Company to rectify instances of non-compliance, risks as is commensurate with the size and nature of interna financia controls, are regular made to the
with specific reference to this effect in the agenda. In if any. operations of the Company.

120 Annual Report 2024-25 Annual Report 2024-25 121