Page 84 - DJML Annual Report 24-25
P. 84

DJ MEDIAPRINT & LOGISTICS LIMITED
                                                                                                                                                                 CORPORATE OVERVIEW      STATUTORY REPORTS     FINANCIAL STATEMENTS

          v.  Further  shareholders  will  be  required  to  allow   PROCESS FOR THOSE SHAREHOLDERS WHOSE                                    EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF
             Camera and use Internet with a good speed to avoid   EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE                                           THE COMPANIES ACT, 2013 (THE “ACT”)
             any disturbance during the meeting.              COMPANY/DEPOSITORIES.
                                                                                                                                 As  required  by  Section  102  of  the  Act,  the  following   (vi) A declaration that she is in compliance with Rules
          vi.  Please  note  that  Participants  Connecting  from   i.  For Physical shareholders- please provide necessary      explanatory  statement  sets  out  all  material  facts   6(1)  and  6(2)  of  the  Companies  (Appointment
             Mobile  Devices  or  Tablets  or  through  Laptop    details like Folio No., Name of shareholder, scanned           relating to the businesses mentioned under Item Nos.   and  Qualification  of  Directors)  Rules,  2014,  with
             connecting  via  Mobile  Hotspot  may  experience    copy of the share certificate (front and back), PAN            4 to 8 of the accompanying Notice.                     respect  to  her  registration  with  the  data  bank  of
             Audio/Video  loss  due  to  Fluctuation  in  their   (self attested scanned copy of PAN card), AADHAR                                                                      independent  directors  maintained  by  the  Indian
             respective network. It is therefore recommended to   (self  attested  scanned  copy  of  Aadhar  Card)  by          Item No-4- Appointment of Ms. Vedika Mahesh Patil      Institute of Corporate Affairs.
             use Stable Wi-Fi or LAN Connection to mitigate any   email to cs@djcorp.in / support@purvashare.com.                as an Independent Director of the Company
             kind of aforesaid glitches.                                                                                                                                             The Nomination  and  Remuneration  Committee  (NRC)
                                                              ii.  For Demat shareholders -Please update your email              Pursuant to Section 161 of the Companies Act, 2013,   had  previously  finalized  the  desired  attributes  for
          vii.  Shareholders who would like to express their views/  id  &  mobile  no.  with  your  respective  Depository      the  Board,  on  June  18,  2025,  appointed  Ms.  Vedika   the  selection  of  the  independent  director(s).  Based
             ask  questions  during  the  meeting  may  register   Participant (DP).                                             Mahesh  Patil  (  DIN  :  11149988)  as  an  Additional   on  those  attributes,  the  NRC  recommended  the
             themselves as a speaker by sending their request   iii.  For Individual Demat shareholders – Please update          Director in the capacity of Independent Director of the   candidature of Ms. Vedika Mahesh Patil. In the opinion
             in advance at least 7 days prior to AGM mentioning   your  email  id  &  mobile  no.  with  your  respective        Company for a term of 5 (five) years with effect from   of the Board, she fulfils the conditions for independence
             their  name,  demat  account  number/folio  number,   Depository  Participant  (DP)  which  is  mandatory           June 18, 2025 to June 17, 2030 (both days inclusive)   specified  in  the  Act,  the  Rules  made  thereunder,  the
             email  id,  mobile  number  at  cs@djcorp.in.  The   while  e-voting  &  joining  virtual  meetings  through        subject to the approval of the shareholders through a   LODR  Regulations  and  such  other  laws  /  regulations
             shareholders who do not wish to speak during the    Depository.                                                     special resolution.                                 for the time being in force, to the extent applicable to
             AGM  but  have  queries  may  send  their  queries  in                                                              The  Company  has  received  the  following  from    the Company. The Board noted that Ms. Vedika’s skills,
             advance 7 days prior to meeting mentioning their   If you have any queries or issues regarding attending            Ms. Vedika Mahesh Patil:                            background and experience are aligned to the role and
             name, demat account number/folio number, email   AGM & e-Voting from the CDSL e-Voting System, you                                                                      capabilities identified by the NRC and that she is eligible
             id, mobile number at cs@djcorp.in. These queries   can write an email to helpdesk.evoting@cdslindia.com             (i)  Consent in writing to act as Director in Form DIR-2   for appointment as an Independent Director.
             will be replied to by the company suitably by email.  or contact at toll free no.: 1800 21 09911.                      pursuant to Rule 8 of the Companies (Appointment
                                                                                                                                    &  Qualification  of  Directors)  Rules,  2014  (“the   The  resolution  seeks  the  approval  of  members  for
          viii. Those shareholders who have registered themselves   All  grievances  connected  with  the  facility  for  voting    Appointment Rules”);                             the  appointment  of  Ms.  Vedika  Mahesh  Patil  as  an
             as a speaker will only be allowed to express their   by electronic means may be addressed to Mr. Rakesh                                                                 Independent Director of the Company for a term of 5
             views/ask questions during the meeting.          Dalvi, Sr. Manager, (CDSL) Central Depository Services             (ii)   Intimation in Form DIR-8 in terms of the Appointment   (five) years effective June 18, 2025 to June 17, 2030
                                                              (India)  Limited,  A  Wing,  25   Floor,  Marathon  Futurex,          Rules to the effect that she is not disqualified under
                                                                                       th
          ix.  Only  those  shareholders,  who  are  present  in  the   Mafatlal Mill Compounds, N M Joshi marg, Lower Parel        sub-section (2) of Section 164 of the Act;       (both days inclusive) pursuant to Sections 149, 152 and
             AGM  through  VC/OAVM  facility  and  have  not   (East), Mumbai – 400013 or send an email to helpdesk.                                                                 other  applicable  provisions  of  the  Act  and  the  Rules
             casted their vote on the Resolutions through remote   evoting@cdslindia.com or call toll free no 1800225533.        (iii)   A  declaration  to  the  effect  that  she  meets  the   made thereunder including any statutory modification(s)
             e-Voting and are otherwise not barred from doing                    By order of the Board of Directors                 criteria of independence as provided in sub-section   or re-enactment(s) thereof and she shall not be liable to
             so, shall be eligible to vote through e-Voting system               For                                                (6) of Section 149 of the Act and under the LODR   retire by rotation.
             available during the AGM.                                                                                              Regulations;                                     In compliance with Section 149 read with Schedule IV to
          x.  If any Votes are cast by the shareholders through                                            Sd/-                  (iv) Declaration  pursuant  to  BSE  Circular  No.  LIST/  the Act and Regulation 25 of the LODR Regulations, the
             the  e-voting  available  during  the  AGM  and  if  the                     Khushboo Mahesh Lalji                     COMP/14/2018-19 dated June 20, 2018, and NSE     approval of the Members is sought for the appointment
             same  shareholders  have  not  participated  in  the                            Company Secretary                      Circular  No.  NSE/  CML/2018/24  dated  June  20,   of Ms. Vedika Mahesh Patil as an Independent Director
             meeting through VC/OAVM facility, then the votes                                    M.No.:- A53405                     2018, that she has not been debarred from holding   of the Company, as a special resolution.
             cast  by  such  shareholders  shall  be  considered   Place: Mumbai                                                    office of a director by virtue of any order passed by   No director, KMP or their relatives except Ms. Vedika,
             invalid as the facility of e-voting during the meeting   Date: June 18, 2025                                           SEBI or any other such authority; (v)            to  whom  the  resolution  relates,  is  interested  in  or
             is available only to the shareholders attending the   Registered Office:                                            (v)  Confirmation  that  she  is  not  aware  of  any   concerned,  financially  or  otherwise,  in  passing  the
             meeting.                                         24, 1  Floor, Palkhiwala House, Tara Manzil, 01st Dhobhi              circumstance or situation which exists or may be   proposed resolution set out in item no. 4.
                                                                  st
                                                              Talao Lane, Mumbai – 400 002, Maharashtra                             reasonably anticipated that could impair or impact
                                                                                                                                    her ability to discharge her duties as an Independent   The  Board  recommends  the  special  resolution  as
                                                                                                                                    Director of the Company;                         set out in Item no. 4 of this notice for the approval of
                                                                                                                                                                                     members.





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