Page 129 - DJML Annual Report 24-25

DJ MEDIAPRINT & LOGISTICS LIMITED
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

2. Nomination and Remuneration Committee: • Formulate the criteria for determining The details of attendance of the members in meetings are as follows:
the qualifications, positive attributes and
a. Composition as on March 31, 2025:
independence of a director and recommend
Ms. Deeksha Devadiga , Independent Director to the board a policy relating to the
of the Company, resigned due to prior remuneration for directors, KMPs and other Mr. Navinchandra Rama Sanil Chairperson Non-Executive 2/2
commitments and consequently she ceased employees. Independent Director
to be the Independent Director of the Company Non-Executive Non-
w.e.f June 18, 2024. Ms. Nirmala Patwa was • Formulation of criteria for evaluation of Mr. Devadas Alva Member Independent Director 2/2
appointed as an Independent Director of performance of independent directors and Non-Executive
the Company for first term of 5 consecutive our Board; Ms. Deeksha Devadiga 1 Member Independent Director 1/1
years w.e.f. June 18, 2024. Following this • Whether to extend or continue the term of Non-Executive
appointment, the Committee was reconstituted appointment of the independent director, Ms. Nirmala Patwa 1 Member Independent Director 2/2
and Ms. Nirmala Patwa was appointed as the on the basis of the report of performance
member of the Nomination and Remuneration evaluation of independent directors. 1 Ms. Deeksha Devadiga , Independent Director of the Company, resigned due to prior commitments and
Committee, in place of Ms. Deeksha Devadiga. • Determine our Company’s policy on specific consequently she ceased to be the Independent Director of the Company w.e.f June 18, 2024. Ms. Nirmala

Presently, the Committee comprises of Mr. remuneration package for the Managing Patwa was appointed as Independent Director of the Company for first term of 5 consecutive years w.e.f.

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

126 Annual Report 2024-25 Annual Report 2024-25 127