Page 87 - DJML Annual Report 24-25

DJ MEDIAPRINT & LOGISTICS LIMITED
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Item No-5- Reappointment of Mr. Navinchandra Rama the reappointment of Mr. Navinchandra Rama Sanil for Item No-6- Appointment of M/s Abbas Jawadwala recommended the aforesaid proposal for approval of
Sanil as an independent director the office of independent director under the provisions & Associates., Practicing Company Secretaries as members taking into account the eligibility of the firm’s
of Section 149 of the Act. The Company has received secretarial auditors of the Company qualification, experience, independent assessment &
Mr. Navinchandra Rama Sanil (DIN: 08648083)
was appointed as an independent director of the all statutory disclosures / declarations from Mr. M/s Abbas Jawadwala & Associates(FRN: expertise in providing secretarial audit related services,
Company pursuant to Section 149 of the Act, read Navinchandra Rama Sanil, including S2024MH982200), a firm of practicing Company competency of the staff and Company’s previous
with the Companies (Appointment and Qualification (i) Consent in writing to act as director in Form DIR-2, Secretaries with over 10 years of experience in experience based on the evaluation of the quality of
of Directors) Rules, 2014 (“the Appointment Rules”) pursuant to Rule 8 of the Appointment Rules, delivering comprehensive professional services audit work done by them in the past.
the members at the AGM held on September 05, 2020 (ii) Intimation in Form DIR-8 in terms of the Appointment across Corporate Laws, SEBI Regulations and FEMA None of the Directors and Key Managerial Personnel
had approved the same. He is due for retirement Rules to the effect that he is not disqualified under Regulations. Their expertise includes conducting of the Company and their respective relatives are
from the first term as an independent director. The sub-section (2) of Section 164 of the Act, and Secretarial Audits, Due Diligence Audits, Compliance concerned or interested, financially or otherwise, in
Nomination and Remuneration Committee (NRC), after Audits etc. In terms of Regulation 24A of LODR passing the proposed Resolution.
taking into account the performance evaluation of Mr. (iii) A declaration to the effect that he meets the criteria Regulations read with SEBI notification dated December The Board recommends the Ordinary resolution as
Navinchandra Rama Sanil during his first term of 5 of independence as provided in sub-section (6) of 12, 2024, and other applicable provisions, the Company set out in Item no. 6 of this notice for the approval of
(five) years and considering his knowledge, acumen, Section 149 of the Act. can appoint a peer reviewed firm as secretarial auditors members.
expertise, experience and substantial contribution and In the opinion of the Board and based on its evaluation, for not more than two (2) terms of five (5) consecutive
time commitment, has recommended to the Board Mr. Navinchandra Rama Sanil fulfils the conditions years. M/s Abbas Jawadwala & Associates is eligible ITEM NO. 7
his reappointment for a second term of 5 (five) years. specified in the Act, and Rules made thereunder and LODR for appointment for a period of five years and on the Mr. Devadas Alva, aged 82 years is a Non- Executive
The NRC has considered his diverse skills, leadership Regulations for his reappointment as an independent basis of recommendations of the Audit Committee, Director of the Company and is liable to retire by
capabilities, expertise and vast business experience, director of the Company and he is independent of the the Board of Directors, at its meeting held on June rotation.
among others, as being key requirements for this role. Management of the Company. 18, 2025, approved the appointment of M/s Abbas
In view of the above, the NRC and the Board are of the Jawadwala & Associates as secretarial auditors of the Mr. Alva, has done his Diploma in Electronics has
view that Mr. Navinchandra Rama Sanil possesses The Board considers that the continued association Company to hold office for a term of five consecutive more than 40 years of experience in compliance and
the requisite skills and capabilities, which would be of Mr. Navinchandra Rama Sanil would be of immense years commencing from Financial Year 2025-26 till administration as a Maharashtra State Government
of immense benefit to the Company, and hence, it is benefit to the Company and is desirable to continue Financial Year 2029-30. The appointment is subject to Official and also has expertise in Human Resource,
desirable to reappoint him as an independent director. to avail his services as an independent director. The approval of the shareholders of the Company. Legal & Litigation field. He retired as a Maharashtra
resolution seeks the approval of members for the State Government Official and thereafter has been a
Based on the recommendation of the NRC, the Board, reappointment of Mr. Navinchandra Rama Sanil as an M/s Abbas Jawadwala & Associates has given their Non- Executive Director in the Company from 2014.
recommended the reappointment of Mr. Navinchandra independent director of the Company, for a second term consent to act as secretarial auditors of the company
Rama Sanil as an independent director, not liable to of 5 (five) years June 18, 2025 to June 17, 2030 (both and confirmed that their aforesaid appointment (if Mr. Alva would be attaining the age of 83 years on
retire by rotation, for a second term of 5 (five) years days inclusive) pursuant to Sections 149, 152 and other approved) would be within the limits specified by September 10, 2025. In view of Regulation 17(1A) of the
effective June 18, 2025 to June 17, 2030 (both days applicable provisions of the Act and the Rules made Institute of Company Secretaries of India. Furthermore, SEBI (Listing Obligations and Disclosure Requirements),
inclusive). thereunder (including any statutory modification(s) in terms of the amended regulations, M/s Abbas (Amendment) Regulations, 2018, for the continuation
As per Section 149 of the Act, an independent director or re-enactment(s) thereof) and his office shall not be Jawadwala & Associates has provided a confirmation of Mr. Alva as an Non-Executive Director beyond
September 10, 2025, consent of the Members would
may hold office for two terms up to 5 (five) consecutive liable to retire by rotation. that they have subjected themselves to the peer review be required by way of a Special Resolution.
years each. process of the Institute of Company Secretaries of
No director, KMP or their relatives except Mr. India and hold a valid peer review certificate. Having regard to his qualifications, knowledge and
Mr. Navinchandra Rama Sanil fulfills the requirements Navinchandra Rama Sanil to whom the resolution Remuneration to be paid to the Secretarial Auditor rich experience, his appointment on the Board of the
of an independent director as laid down under Section relates, is interested in or concerned, financially or shall be mutually agreed upon between the Secretarial Company as a Non- Executive Director will be in the
149(6) of the Act, and Regulation 16(1)(b) of the LODR otherwise, in passing the proposed resolution set out in Auditor and the Board of Directors of the Company, interest of the Company.
Regulations. item no. 5.
from time to time. The proposed remuneration would A brief profile of Mr. Alva as required under Regulations
The Company has received notice in writing pursuant The Board recommends the special resolution as set out be based on knowledge, expertise, industry experience,
to Section 160 of the Act, from a member proposing in Item no. 5 of this notice for the approval of members. time and efforts required to be put in by them, which is 36 of the Listing Regulations is given in Annexure A to
this Explanatory Statement.
in line with the industry benchmark.
Except Mr. Alva, being an appointee, none of the
Based on the recommendations of the Audit Directors and Key Managerial Personnel of the
Committee, the Board of Directors have approved and Company and their relatives is concerned or interested

84 Annual Report 2024-25 Annual Report 2024-25 85