Page 135 - DJML Annual Report 24-25

DJ MEDIAPRINT & LOGISTICS LIMITED
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

been given access to the Audit Committee. The transactions. All related party transactions Details of all transactions entered into by the have been issued by a Company Secretary-
Company Secretary is the designated officer are placed before the Audit Committee for Company with the related parties have been in-Practice with respect to due compliance of
for effective implementation of the policy review and approval. Prior omnibus approval disclosed under “Related Party Transactions” in share transfer formalities by the Company.
and dealing with the complaints registered is obtained on an annual basis for transactions Note No. 30 of the Annual Financial Statements f. Details of non-compliance with regard to the
under the policy. All cases registered under with related parties which are of repetitive forming part of the Annual Report. In line with capital markets
the Whistle Blower policy of the Company are nature and / or entered in the ordinary course of the requirements of the Act and SEBI Listing
subject to review by the Audit Committee. The business and on an arm’s length basis. Regulations, no member of a company is There have been no instances of
Company confirms that no personnel has been iv) CORPORATE SOCIAL RESPONSIBILITY POLICY permitted to vote on such resolution to approve non-compliance by the Company, strictures
denied access to the Audit Committee for the any contract or arrangement which may be imposed by the Bombay Stock Exchange (“BSE”)
period under review. The Whistle Blower policy The Corporate Social Responsibility (“CSR”) entered into by the Company, if such member is and National Stock Exchange of India Limited
is available on the website of the Company at Policy is formulated in consultation with the a related party. (“NSE”) or SEBI or any other statutory authority
the web-link: https://www.djcorp.in/pages/ CSR Committee and as envisaged under Section The web-link of the Policy for determining Related on any matter related to capital markets in the
Whistle%20Blower%20Policy-%20Vigil%20 135 of the Act and the applicable rules framed Party Transactions is stated here- https:// last three (3) years.
Mechanism.pdf thereunder. The CSR Policy is available on the g. Details of utilisation of funds raised through
Company’s website at the weblink: https:// www.djcorp.in/pages/POLICY%20ON%20
ii) REMUNERATION POLICY www.djcorp.in/pages/Amended-CSR-Policy- RELATED%20PARTY%20TRANSACTIONS.pdf preferential allotment
The Board on the recommendation of the DJML.pdf b. Confirmation by the Board of Directors on During the year under review, the Company
Nomination and Remuneration Committee has The CSR Policy outlines the Company’s acceptance of Recommendation of Mandatory allotted 82,33,359 convertible warrants at an
framed a policy for selection and appointment philosophy and responsibility as a corporate Committees issue price of Rs 114/- (25% of ` 114) amounting
of Directors, Senior Management Personnel citizen of India and lays down the guidelines The Board of the Company has accepted all to ` 23, 45, 50, 731.50/- (Rupees Twenty Three
and determination of remuneration payable to and mechanism for undertaking socially useful recommendations of its various Committees, Crores, Forty Five Lakhs, Fifty Thousand, Seven
them. The policy contains, inter alia, criteria’s programmes for the welfare and sustainable as mandatorily required to be approved by it Hundred and Thirty One and Fifty Paise) on
for directors’ appointment and remuneration development of the communities across the during the financial year 2024-25. January 02, 2025. The said issue of convertible
including determining qualifications, positive country. warrants on preferential basis was approved
attributes, independence of a director, etc. The v) POLICY FOR DETERMINING MATERIAL c. Accounting treatment in preparation of by the shareholders of the Company through
Remuneration Policy is available on the website SUBSIDIARIES- financial statements Postal Ballot on October 06, 2024. The funds
of the Company at the weblink- https://www. The financial statements have been prepared were utilised by the Company for the purpose
djcorp.in/images/Nomination%20and%20 The requirement for framing a ‘Policy for to comply in all material respects with the of meeting the Company’s capital base, to
determining material subsidiaries’ under the
remuneration%20Policy.pdf applicable Accounting Standards notified meet working capital requirements and General
SEBI Listing Regulations did not apply to our Corporate purposes.
iii) POLICY ON RELATED PARTY TRANSACTIONS Company. under Section 133 and the relevant provisions
of the Act and generally accepted accounting h. Insider Trading
In line with requirements of the Act and principles in India.
SEBI Listing Regulations, your Company Management Discussion and Analysis Report In order to regulate trading in securities of the
has formulated a policy on Related Party as required under regulation 34(2)(e) of the SEBI d. Reconciliation of Share Capital Audit Company by the Designated Persons, your
Transactions which is available on the Listing Regulations is given in a separate section in This audit is carried out every quarter and report Company has adopted the Code of Internal
Company’s website at the web-link : https:// this Annual Report and forms part of the Directors’ thereon are submitted to the stock Exchanges Procedures and Conduct for regulating,
www.djcorp.in/pages/POLICY%20ON%20 Report. as well as placed before the Board of Directors. monitoring and reporting of trading by insiders
RELATED%20PARTY%20TRANSACTIONS.pdf The Audit Report confirms that the total Issued (“Insider Trading Code and the ‘Code of
The policy intends to ensure that proper share capital is in agreement with the Paid-up Practice and Procedure for Fair Disclosure
of Unpublished Price Sensitive Information
reporting, approval and disclosure processes a. Related Party Transactions Capital of the Company. accordance the SEBI (Prohibitio of Insider
are in place for all transactions between the All related party transactions that were entered e. Certificate for transfer of Shares and Trading Regulations, 2015 amended fro
Company and related parties. This policy into during the financial year were on an arm’s Reconciliation of Share Capital time to time (“SEBI PIT Regulations”). The SEBI
specifically deals with the review and approval length basis and were in the ordinary course PIT Regulations, prohibits trading in shares by
of material related party transactions keeping in of business. All related party transactions are Pursuant to Regulation 40(9) of Listing an ‘insider’ when in possession of Unpublished
mind the potential or actual conflicts of interest placed before the Audit Committee and also the Regulations, certificates on half-yearly basis Price Sensitive Information (“UPSI”). The Insider
that may arise because of entering into these Board for approval.

132 Annual Report 2024-25 Annual Report 2024-25 133