Page 127 - DJML Annual Report 24-25
P. 127

DJ MEDIAPRINT & LOGISTICS LIMITED
                                           CORPORATE OVERVIEW     STATUTORY REPORTS     FINANCIAL STATEMENTS

 a.  Composition as on March 31, 2025  •   Review   and   monitor   the   auditor’s   •   To  carr  o    other  functio
                    independence  and    performance,   and             mandated  b  the  Board  fro  time  to
    The Board of Directors has constituted Committees      Ms.  Deeksha  Devadiga  ,  Independent  Director
 to  deal  with  specific  areas  and  activities  which   of  the  Company,  resigned  due  to  prior   effectiveness of audit process;  time  and/  or  enforced  b    statutor
 concern the Company and requires a closer review.   commitments  and  consequently  she  ceased   •   Approving  initial  or  any  subsequent   notification,  amendme  or  modification,
 The  Committees  are  formed  with  approval  of  the   to be the Independent Director of the Company   modification  of  transactions  of  the   ma  be  applicable.
 Board  and  functions  under  in  accordance  with   w.e.f  June  18,  2024.  Mr.  Ganesh  Nathuram   company with related parties;  •   To  perfor    other  functio
 powers it derived from the Board. These Committees   Dhonde was appointed as Independent Director   •   Scrutinizing  inter-corporate  loans  and   ma  be  necessar  or  appropriate  for  the
 play an important role in the overall management of   of the Company for first term of 5 consecutive   investments  performance  of    duties.
 day today affairs and governance of the Company.   years  w.e.f.  June  18,  2024.  Following  this   •   Valuation of undertakings or assets of the
 The Committees meet at regular intervals and take   appointment, the Committee was reconstituted   company, wherever it is necessary;  c.  Meetings and attendance:
 necessary steps to perform its duties entrusted by   and  Mr.  Ganesh  Nathuram  Dhonde  was   •  Monitoring the end use of funds raised     The Audit Committee met six (6) times during
 the Board. The Minutes of the Committee Meetings   appointed  as  the  Chairperson  of  the  Audit   throug  pub  offer  and  related  matters
 are placed before the Board for noting.  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
    During  the  year,  all  recommendations  of  the   Presently,  the  Committee  comprises  of  two   performance  of  statutor  and  interna   06, 2024, November 11, 2024 and February 13,
 Committees  of  the  Board  have  been  accepted  by   (2) Non- Executive, Independent Directors- Mr.   auditors,  and  adequa  of  the  interna   2025. The Audit Committee meetings are also
 the Board.  Ganesh  Dhonde  and  Mr.  Navinchandra  Rama   contro  systems;
 Sanil, and one (1) Executive Director- Mr. Dinesh                   generally attended by the Chief Financial Officer
    As on March 31, 2025, the Board has constituted   Muddu Kotian, Chairman & Managing Director   •   Reviewing  the  adequa  of  interna  aud   and the representatives of Statutory and Internal
 the following Committees:  of the Company.  function,  if  any,  including  the  structure   Auditors. For the financial year ended March 31,
                    of  the  interna  aud  department,  staffing
 •   AUDIT COMMITTEE     As  on  March  21,  2025,  Mr.  Ganesh  Dhonde,   and  senior  of  the  officia  heading  the   2025;  the  minutes  of  every  meeting  of  Audit
 •   NOMINATION   AND   REMUNERATION   Non-  Executive,  Independent  Director  of  the   department,  reporting  structure  coverage   Committee were approved by the Chairman of
 COMMITTEE  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.
 •   STAKEHOLDER RELATIONSHIP COMMITTEE  Company  Secretary  acted  as  Secretary.  The      The details of attendance of the members in meetings are as follows:
 •   CORPORATE   SOCIAL   RESPONSIBILTY   members  of  the  Audit  Committee  are  well
 COMMITTEE  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
    The  Audit  Committee  acts  as  a  link  between   b.  Term of Reference  Ms. Deeksha Devadiga 1  Chairperson  Non-Executive   2/2
                                                                    Independent Director
 the  Statutory  Auditors,  Internal  Auditors,  the      The terms of reference of Audit Committee are   Non-Executive
 Management and the Board is and entrusted with   in conformity with Section 177 of the Act and   Mr. Ganesh Nathuram Dhonde 1  Chairperson  Independent Director  5/5
 the  responsibility  to  supervise  the  Company’s   Regulation 18 of the SEBI Listing Regulations.   Non-Executive
 internal  controls  and  financial  reporting  process.   The  brief  terms  of  reference  inter  alia  are  as   Mr. Navinchandra Rama Sanil  Member  Independent Director  6/6
 The  Audit  committee  interacts  with  the  Internal   follows:   Chairman & Managing
 Auditors,  Statutory  Auditors  and  reviews  and   •   Overseeing   the   Company’s   financial   Mr. Dinesh Muddu Kotian  Member  Director  6/6
 recommends their appointment and remuneration.   reporting  process  and  the  disclosure  of   1 Ms. Deeksha Devadiga , Independent Director of the Company, resigned due to prior commitments and
 The Audit Committee is provided with all necessary   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
 assistance  and  information  for  enabling  them  to   financial statements are correct, sufficient   Nathuram Dhonde was appointed as Independent Director of the Company for first term of 5 consecutive years
 carry out its function effectively.  and credible;  w.e.f. June 18, 2024. Following this appointment, the Committee was reconstituted and Mr. Ganesh Nathuram

    The   Committee’s   composition   meets   the   •   Examination of the financial statement and   Dhonde was appointed as the Chairperson of the Audit Committee, in place of Ms. Deeksha Devadiga.
 requirements  of  Section  177  of  the  Act  and  Reg.   the auditors’ report thereon
 18 of the SEBI Listing Regulations. Members of the   •   Recommending   to   the   Board,   the
 Audit  Committee  possess  financial  /  accounting   appointment,   re-appointment   and,   if
 expertise / exposure/ qualifications.  required, the replacement or removal of the
 auditor and the fixation of audit fees;



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