Page 74 - DJML Annual Report 24-25

DJ MEDIAPRINT & LOGISTICS LIMITED
application and forms with appropriate authorities 6. Appointment of M/s Abbas Jawadwala &
and to perform all such acts, deeds and things Associates., Practicing Company Secretaries as
as they may in their absolute discretion deem Secretarial Auditor of the Company
necessary or desirable for and on behalf of the To consider and if thought fit, to pass the following
Company for the purpose of giving effect to the resolution as an Ordinary resolution:
aforesaid resolution.” “RESOLVED THAT pursua to the provisio
5. Reappointment of Mr. Navinchandra Rama Sanil of Sectio 179 and 204 and other applicable
(DIN: 08648083) as an Independent Director of the provisio of the Companies Act, 2013, read
Company the rule made thereunder, and Regulatio 24
of the SEBI (Listing Obligatio and Disclosure
To consider, and if thought fit, to pass, with or Requireme Regulations, 2015, a amended fro
without modification(s), the following resolution, a time to time, and based o the recommendatio of
Special resolution: the Aud Committee and the Board of Directors, the
approva of the member be and hereb accorded
“RESOLVED THAT pursua to the provisions of for the appointme of M/ Abba Jawadwala
Sectio 149, 152 and other applicable provisio & Associates., Practicing Compa Secretarie
of the Companie Act, 2013 (“the read (Fir registratio no S2024MH982200), a the age of 74 year during the aforesaid tenure.” participant(s) (DP). Members whose shareholding
the Rule made thereunder and applicable Secretaria Auditor of the Compa for a ter of
provisio of the SEBI (Listing Obligatio and five consecutive years, commencing fro Financia
Disclosure Requireme Regulations, 2015, Year 2025 26 Financia Year 2029-30 a
(“the LOD Regulatio [including a statutor remuneratio and o ter and conditio
modificatio or re-enactme thereof, for the a ma be determined b the Board of Director
time being force], and Article of Associatio of (including committee thereof), and to ava a
the Company, approva and recommendatio of other services, certificates, or repor a ma be
the Nomination and Remuneratio Committee, and permissible under applicable laws.
RESOLVED FURTHER THAT Mr. Dine Kotian,
tha of the Board, Mr. Navinchandra Rama Sa
(DIN: 08648083), be and is hereby reappointed as an Chairma & Managing Director or Mr. Deepa
independent director, not liable to retire by rotation, Bhojane, Whole time Director or Ms. Khushboo
for a second term of 5 (five) years with effect from Mahe Lalji, Compa Secretar and Compliance
Officer, be and are hereb jo and/ or severa
June 18, 2025 to June 17, 2030.
authorized to sig and sub the necessar
RESOLVED FURTHER THAT Mr. Dine Kotian, applicatio and for appropriate authoritie
Chairma & Managing Director or Mr. Deepa and to perform a acts, deed and thing
Bhojane, Whole time Director or Ms. Khushboo a the ma their absolute discretio dee
Mahe Lalji, Compa Secretar and Compliance necessar or desirable for and o behalf of the
Officer, be and are hereb jo and/ or severa Compa for the purpose of giving effe to the
aforesaid resolution.”
authorized to sig and sub the necessar
applicatio and for appropriate authoritie 7. To consider and if thought fit, to pa or witho
and to perform a acts, deed and thing modification, the following resolutio a a Special
a the ma their absolute discretio dee Resolution:
necessar or desirable for and o behalf of the “RESOLVED THAT pursua to the provisio
Compa for the purpose of giving effe to the of Regulatio 17 (1 of the SEBI (Listing
aforesaid resolution.” Obligatio and Disclosure Requireme
(Amendme Regulations, 2018, Mr. Devada Alva
72 Annual Report 2024-25
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
(DIN: 06902537) be continued as an Non- Executive the facility for the appointment of proxies by the
Director of the Company, notwithstanding that on members will not be available
September 10, 2025 he attains the age of 83 years 3. Participation of members through VC will be
during the aforesaid tenure.” reckoned for the purpose of quorum for the AGM as
8. To consider and if thought fit, to pass with or without per Section 103 of the Act.
modification, the following resolution as a Special
Resolution: 4. Corporate members intending to authorize their
representatives to participate and vote at the
“RESOLVED THAT pursua to the provisions of meeting are requested to send a certified copy of
Regulatio 17 (1 of the SEBI (Listing Obligatio the Board resolution / authorization letter to the
and Disclosure Requireme (Amendme company by email to cs@djcorp.in with a copy
Regulations, 2018, Mr. Navinchandra Rama Sa marked to helpdesk.evoting@cdslindia.com.
(DIN 08648083 be continued a a Independe 5. Members whose shareholding is in electronic mode
Director of the Compa for the ter of 5 year
effective fro June 18, 2025, to June 17, 2030, are requested to notify any change in address or
notwithstanding tha o Ma 09, 2026 he atta bank account details to their respective depository
is in physical mode are requested to opt for the
By order of the Board of Directors Electronic Clearing System (ECS) mode to receive
For dividend on time in line with the Circulars. We urge
members to utilize the ECS for receiving dividends.
Sd/- Please refer to point no. 15 for the process to be
Khushboo Mahesh Lalji followed for updating bank account details.
Company Secretary
M.No.:- A53405 6. Members may note that the Board, at its meeting
Place: Mumbai
held on June 18, 2025, has recommended a final
Date: June 18, 2025 dividend of ₹0.10 per equity share for the financial
Registered Office: year ended March 31, 2025. The record date for
24, 1 Floor, Palkhiwala House, Tara Manzil the purpose of final dividend is Wednesday, July
st
01 Dhobhi Talao Lane, Mumbai – 400 002, Maharashtra 16, 2025. The final dividend, once approved by
st
Notes: the members in the ensuing AGM, will be paid
1. Pursuant to the General Circular No. 09/2024 within 30 days from the date of 16 AGM, through
th
dated September 19, 2024, issued by the Ministry various modes. To avoid delay in receiving dividend,
of Corporate Affairs (MCA) and Circular SEBI/HO/ members are requested to update their KYC
CFD/CFD-PoD-2/P/CIR/2024/133 dated October with their depositories (where shares are held in
3, 2024 issued by SEBI (hereinafter collectively dematerialized mode) and with the Company’s
referred to as “the Circulars”), companies are Registrar and Transfer Agent (RTA) (where shares
allowed to hold AGM through VC, without the are held in physical mode) to receive the dividend
physical presence of members at a common venue. directly into their bank account on the payout date .
Hence, in compliance with the Circulars, the AGM of 7. Members may note that the Income-tax Act, 1961,
the Company is being held through VC. (“the IT Act”) as amended by the Finance Act, 2020,
mandates that dividend paid or distributed by a
2. A member entitled to attend and vote at the AGM company on or after April 1, 2020 shall be taxable
is entitled to appoint a proxy to attend and vote in the hands of members. The Company shall
on his / her behalf and the proxy need not be a therefore be required to deduct tax at source (TDS)
member of the Company. Since the AGM is being at the time of making the payment of final dividend.
held in accordance with the Circulars through VC,
To enable us to determine the appropriate TDS rate
Annual Report 2024-25 73