Page 128 - DJML Annual Report 24-25

DJ MEDIAPRINT & LOGISTICS LIMITED
2. Nomination and Remuneration Committee:
a. Composition as on March 31, 2025:
Ms. Deeksha Devadiga , Independent Director
of the Company, resigned due to prior
commitments and consequently she ceased
to be the Independent Director of the Company
w.e.f June 18, 2024. Ms. Nirmala Patwa was
appointed as an Independent Director of
the Company for first term of 5 consecutive
years w.e.f. June 18, 2024. Following this
appointment, the Committee was reconstituted
and Ms. Nirmala Patwa was appointed as the
member of the Nomination and Remuneration
Committee, in place of Ms. Deeksha Devadiga.
Presently, the Committee comprises of Mr.
Navinchandra Rama Sanil (Non-Executive,
Independent Director) as Chairperson, Mr.
Devadas Alva (Non-Executive, Non- Independent
Director) and Ms. Nirmala Patwa (Non-
Executive, Independent Director) as members.
Mr. Navinchandra Rama Sanil Non-Executive,
Independent Director of the Company, headed
the Nomination and Remuneration Committee
as Chairperson and Ms. Khushboo Mahesh
Lalji, Company Secretary acted as Secretary.
b. Term of Reference
The Nomination & Remuneration Committee
ensures effective compliances as required
under section 178 of the Act and regulation 19
of the SEBI Listing Regulations. The terms of
reference of the Nomination & Remuneration
Committee, are as follows:
• Identify persons who are qualified to
become directors and may be appointed in
senior management in accordance with the c. Meeting and attendance of the committee:
Criteria laid down, recommend to the Board
their appointment and removal and shall
specify the manner for effective evaluation
of performance of Board, its committees
and individual directors to be carried out
either by the Board, by the Nomination
and Remuneration Committee or by an
independent external agency and review its
implementation and compliance.
126 Annual Report 2024-25
• Formulate the criteria for determining
the qualifications, positive attributes and
independence of a director and recommend
to the board a policy relating to the
remuneration for directors, KMPs and other
employees.
• Formulation of criteria for evaluation of
performance of independent directors and
our Board;
• Whether to extend or continue the term of
appointment of the independent director,
on the basis of the report of performance
evaluation of independent directors.
• Determine our Company’s policy on specific
remuneration package for the Managing
Director / Executive Director including
pension rights.
• Decide the salary, allowances, perquisites,
bonuses, notice period, severance fees and
increment of Executive Directors.
• Review and suggest revision of the total
remuneration package of the Executive
Directors keeping in view the performance
of the Company, standards prevailing in the
industry, statutory guidelines etc.
• To carry out any other function as is
mandated by the Board from time to
time and/ or enforced by any statutory
notification, amendment or modification, as
may be applicable.
• To perform such other functions as
may be necessary or appropriate for the
performance of its duties.
The Nomination and Remuneration Committee
met two (2) times during the financial year 2024-
25 i.e., on June 18, 2024 and February 13, 2025.
For the financial year ended March 31, 2025; the
minutes of every meeting of Nomination and
Remuneration Committee were approved by the
Chairman of the Committee and taken note of,
by the Board in every subsequent meeting.
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
The details of attendance of the members in meetings are as follows:
Mr. Navinchandra Rama Sanil Chairperson Non-Executive 2/2
Independent Director
Non-Executive Non-
Mr. Devadas Alva Member Independent Director 2/2
Non-Executive
Ms. Deeksha Devadiga 1 Member Independent Director 1/1
Non-Executive
Ms. Nirmala Patwa 1 Member Independent Director 2/2
1 Ms. Deeksha Devadiga , Independent Director of the Company, resigned due to prior commitments and
consequently she ceased to be the Independent Director of the Company w.e.f June 18, 2024. Ms. Nirmala
Patwa was appointed as Independent Director of the Company for first term of 5 consecutive years w.e.f.
June 18, 2024. Following this appointment, the Committee was reconstituted and Ms. Nirmala Patwa was
appointed as the member of the Nomination and Remuneration Committee, in place of Ms. Deeksha Devadiga.
• Issue of duplicate certificates and new
The Stakeholders Relationship Committee oversees certificates on split/consolidation/renewal,
the redressal of Shareholder’s complaints relating etc.;
to share transfers/ transmission and non-receipt of • Review the process and mechanism of
Annual reports, etc. redressal of Shareholders /Investors
a. Composition as on March 31, 2025: grievance and suggest measures of
improving the system of redressal of
The Stakeholders Relationship Committee
comprises of two (2) Non Executive, Independent Shareholders /Investors grievances.
Director namely, Mr. Navinchandra Rama Sanil • Considering and resolving grievances of the
as Chairperson and Mr. Dwarka Prasad Gattani security holders of the Company, including
as member and one (1) Executive Director- complaints related to the transfer of shares,
Mr. Dinesh Muddu Kotian as member. Mr. non-receipt of annual report and non-receipt
Navinchandra Rama Sanil, Independent Director of declared dividends;
is the Chairperson of the Committee. Ms.
Khushboo Mahesh Lalji, Company Secretary is
a Compliance Officer of the Committee. • Oversee the performance of the Registrar &
Share Transfer Agent and also review and
b. Term of Reference: take note of complaints directly received
The terms of reference of the Stakeholders’ and resolved them.
Relationship Committee is as under: • Oversee the implementation and
• Allotment, transfer of shares including compliance of the Code of Conduct adopted
transmission, splitting of shares, changing by the Company for prevention of Insider
joint holding into single holding and vice Trading for Listed Companies as specified
versa, issue of duplicate shares in lieu of in the Securities & Exchange Board of India
those torn, destroyed, lost or defaced or (Probation of insider Trading) Regulations,
where the cages in the reverse for recording 1992 as amended from time to time.
transfers have been fully utilized.
Annual Report 2024-25 127