Page 126 - DJML Annual Report 24-25

DJ MEDIAPRINT & LOGISTICS LIMITED
a. Composition as on March 31, 2025
The Board of Directors has constituted Committees
to deal with specific areas and activities which
concern the Company and requires a closer review.
The Committees are formed with approval of the
Board and functions under in accordance with
powers it derived from the Board. These Committees
play an important role in the overall management of
day today affairs and governance of the Company.
The Committees meet at regular intervals and take
necessary steps to perform its duties entrusted by
the Board. The Minutes of the Committee Meetings
are placed before the Board for noting.
During the year, all recommendations of the
Committees of the Board have been accepted by
the Board.
As on March 31, 2025, the Board has constituted
the following Committees:
• AUDIT COMMITTEE
• NOMINATION AND REMUNERATION
COMMITTEE
• STAKEHOLDER RELATIONSHIP COMMITTEE
• CORPORATE SOCIAL RESPONSIBILTY
COMMITTEE
The Audit Committee acts as a link between b. Term of Reference
the Statutory Auditors, Internal Auditors, the
Management and the Board is and entrusted with
the responsibility to supervise the Company’s
internal controls and financial reporting process.
The Audit committee interacts with the Internal
Auditors, Statutory Auditors and reviews and
recommends their appointment and remuneration.
The Audit Committee is provided with all necessary
assistance and information for enabling them to
carry out its function effectively.
The Committee’s composition meets the
requirements of Section 177 of the Act and Reg.
18 of the SEBI Listing Regulations. Members of the
Audit Committee possess financial / accounting
expertise / exposure/ qualifications.
124 Annual Report 2024-25
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
• Review and monitor the auditor’s • To carr o other functio
independence and performance, and mandated b the Board fro time to
Ms. Deeksha Devadiga , Independent Director
of the Company, resigned due to prior effectiveness of audit process; time and/ or enforced b statutor
commitments and consequently she ceased • Approving initial or any subsequent notification, amendme or modification,
to be the Independent Director of the Company modification of transactions of the ma be applicable.
w.e.f June 18, 2024. Mr. Ganesh Nathuram company with related parties; • To perfor other functio
Dhonde was appointed as Independent Director • Scrutinizing inter-corporate loans and ma be necessar or appropriate for the
of the Company for first term of 5 consecutive investments performance of duties.
years w.e.f. June 18, 2024. Following this • Valuation of undertakings or assets of the
appointment, the Committee was reconstituted company, wherever it is necessary; c. Meetings and attendance:
and Mr. Ganesh Nathuram Dhonde was • Monitoring the end use of funds raised The Audit Committee met six (6) times during
appointed as the Chairperson of the Audit throug pub offer and related matters
Committee, in place of Ms. Deeksha Devadiga. • Reviewing, the management, the financial year 2024-25 i.e., on May 16, 2024,
June 18, 2024, August 14, 2024, September
Presently, the Committee comprises of two performance of statutor and interna 06, 2024, November 11, 2024 and February 13,
(2) Non- Executive, Independent Directors- Mr. auditors, and adequa of the interna 2025. The Audit Committee meetings are also
Ganesh Dhonde and Mr. Navinchandra Rama contro systems;
Sanil, and one (1) Executive Director- Mr. Dinesh generally attended by the Chief Financial Officer
Muddu Kotian, Chairman & Managing Director • Reviewing the adequa of interna aud and the representatives of Statutory and Internal
of the Company. function, if any, including the structure Auditors. For the financial year ended March 31,
of the interna aud department, staffing
As on March 21, 2025, Mr. Ganesh Dhonde, and senior of the officia heading the 2025; the minutes of every meeting of Audit
Non- Executive, Independent Director of the department, reporting structure coverage Committee were approved by the Chairman of
Company, headed the Audit Committee as and freque of interna audit; the Committee and taken note of, by the Board
Chairperson and Ms. Khushboo Mahesh Lalji, in every subsequent meeting.
Company Secretary acted as Secretary. The The details of attendance of the members in meetings are as follows:
members of the Audit Committee are well
versed in finance, accounts, company law and Position in the No. of Meetings
general business practices. Name of the Members Committee Designation held / Attended
during the year
Ms. Deeksha Devadiga 1 Chairperson Non-Executive 2/2
Independent Director
The terms of reference of Audit Committee are Non-Executive
in conformity with Section 177 of the Act and Mr. Ganesh Nathuram Dhonde 1 Chairperson Independent Director 5/5
Regulation 18 of the SEBI Listing Regulations. Non-Executive
The brief terms of reference inter alia are as Mr. Navinchandra Rama Sanil Member Independent Director 6/6
follows: Chairman & Managing
• Overseeing the Company’s financial Mr. Dinesh Muddu Kotian Member Director 6/6
reporting process and the disclosure of 1 Ms. Deeksha Devadiga , Independent Director of the Company, resigned due to prior commitments and
its financial information to ensure that the consequently she ceased to be the Independent Director of the Company w.e.f June 18, 2024. Mr. Ganesh
financial statements are correct, sufficient Nathuram Dhonde was appointed as Independent Director of the Company for first term of 5 consecutive years
and credible; w.e.f. June 18, 2024. Following this appointment, the Committee was reconstituted and Mr. Ganesh Nathuram
• Examination of the financial statement and Dhonde was appointed as the Chairperson of the Audit Committee, in place of Ms. Deeksha Devadiga.
the auditors’ report thereon
• Recommending to the Board, the
appointment, re-appointment and, if
required, the replacement or removal of the
auditor and the fixation of audit fees;
Annual Report 2024-25 125