Page 98 - DJML Annual Report 24-25

DJ MEDIAPRINT & LOGISTICS LIMITED
h. Criteria for selection of Directors, KMPs
and Senior leadership positions and their
remuneration
On the recommendation of the Nomination
and Remuneration Committee, the Board of the
Company has adopted a policy for selection
and appointment of Directors, Key Managerial
Personnel and Senior Management and their
remuneration. The policy is available on the
Company’s website at the weblink: https://www.
djcorp.in/images/Nomination%20and%20
remuneration%20Policy.pdf
The policy contains, inter-alia, principles
governing Directors’, KMPs, Senior Management
Personnel appointment and remuneration,
including criteria for determining qualifications,
positive attributes, independence of Directors,
etc.
VIII. MEETINGS OF THE BOARDTINGS OF THE BOARD
VIII. MEE
During the financial year 2024-25, 6(six) Board
meetings were convened.
The details of Board and Committee meetings
held during the year under review, are given in the
Corporate Governance Report, forming part of this
Annual Report. The gap between these meetings
was within the prescribed period under the Act and
the SEBI Listing Regulations.
I IX. COMMITTEES OF BOARD:X. COMMITTEES OF BOARD:
a. Audit Committee
During the financial year 2024-25, 6(six) Audit
Committee meetings were convened. The
composition of the Audit Committee is given in
the Corporate Governance Report, forming part
of this Annual Report. The Board has accepted
all recommendations of the Audit Committee
during the year under review.
b. Nomination and Remuneration Committee:
During the financial year 2024-25, 2(two)
Nomination and Remuneration Committee
meetings were convened. The composition of
the Nomination and Remuneration Committee
is given in the Corporate Governance Report,
forming part of this Annual Report.
96 Annual Report 2024-25
c. Stakeholders’ Relationship Committee:
During the financial year 2024-25, 1(one)
Stakeholders’ Relationship Committee meeting
was convened. The composition of the
Stakeholders’ Relationship Committee is given
in the Corporate Governance Report, forming
part of this Annual Report.
d. Corporate Social Responsibility Committee
During the financial year 2024-25, 2(two)
Corporate Social Responsibility Committee
meetings were convened. The composition of
the Corporate Social Responsibility Committee
is given in the Corporate Governance Report,
forming part of this Annual Report.
X. X. PARTICULARS
PARTICULARS OF CONTRACTS WITH RELATEDOF CONTRACTS WITH RELATED
PARTIES / RELATED PARTY TRANSACTIONSPARTIES / RELATED PARTY TRANSACTIONS controls are designed to ensure the accuracy,
All transactions entered by the Company during the
financial year 2024-25 with related parties were in
compliance with the provisions of the Companies
Act, 2013 and SEBI Listing Regulations. All such
transactions were approved by the Audit Committee
and the Board, from time to time and the same
are disclosed in the financial statements of your
Company for the financial year under review. The
Company had obtained prior approval of the Audit
Committee for all the related party transactions
during the Financial Year 2024-25 as envisaged in
Regulation 23(2) of the SEBI Listing Regulations
and Section 177 of the Companies Act, 2013.
Further, the Audit Committee had given prior
omnibus approval under Regulation 23(3) of the
SEBI Listing Regulations and provisions of Section
177 of the Companies Act, 2013, for related party
transactions that are foreseen and of repetitive
nature during the period under review and the
required disclosures were made to the Committee
on quarterly basis.
The Company had not entered into any contract/
arrangement/ transaction with related parties
which could be considered material in accordance
with the Policy of the Company on Materiality of
Related Party Transactions or which is required to
be reported in Form No. AOC-2 in terms of Section
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
134(3) (h) read with Section 188 of the Act and Rule Your Company recognizes that strengthening
8(2) of the Companies (Accounts) Rules, 2014. internal controls is an ongoing process. It is
Accordingly, there are no transactions that are committed to continuously adapting its internal
required to be reported in Form AOC-2. controls to changing business needs and
environment, ensuring they remain effective and
The Policy on Materiality of Related Party relevant. This commitment reflects the Company’s
Transactions and dealing with Related Party dedication to maintaining a robust system of
Transactions as approved by the Board of Directors internal controls that supports its operations and
of the Company can be viewed on the website of the financial reporting.
Company through the link: https://www.djcorp.in/
XII. AUDITORS AND AUDITORS’ REPORT:AUDITORS AND AUDITORS’ REPORT:
pages/POLICY%20ON%20RELATED%20PARTY%20 XII.
TRANSACTIONS.pdf a) Statutory Auditors & their Report
XI. INTERNAL FINANCIAL CONTROLS AND THEIRINTERNAL FINANCIAL CONTROLS AND THEIR Pursuant to the provisions of Section 139 of the
XI.
ADEQUACYADEQUACY Companies Act, 2013, read with the Companies
Your Company has established robust internal (Audit and Auditors) Rules, 2014, as amended from
financial controls that are commensurate with its time to time, M/s. ADV & Associates., Chartered
size, scale, and complexity of operations. These Accountants (FRN: 128045W) were appointed as
the Statutory Auditors of the Company for a second
reliability, and transparency of financial reporting. term of 5 (five) consecutive years from conclusion
To reinforce these systems, regular audits and of the 15 Annua Gener Meeting the
th
th
review processes are conducted, ensuring their conclusio of the 20 Gener Meeting of
effectiveness and relevance. the Company, to be held for the fi year 2029-
The Company’s Auditors have audited and 30, a remuneratio ma be determined b
assessed the Internal Financial Controls during the Board of Directors.
the financial year under review, in accordance with The Statutor Auditor have confirmed their
the Guidance Note on Audit of Internal Financial eligib under Sectio 141 of the Companie
Controls over Financial Reporting issued by The Act, 2013. Further, a required under the relev
Institute of Chartered Accountants of India. Based regulatio of SEBI Listing Regulations, the Statutor
on the assessment, no material weaknesses were Auditor had also confirmed the had subjected
observed in the effectiveness of internal control themselve to the peer revie proce of the
systems, and no deficiencies in design or operation Institute of Chartered Accou of Ind (ICAI
were noted. and the hold a valid certificate issued b the Peer
Revie Board of ICAI.
The Statutory Auditors have examined the internal
financial controls and submitted an unmodified The Auditor Repor o the F Statements,
bo Standalone and Consolidated for the fi
opinion on the adequacy and operating effectiveness
of internal controls over financial reporting for the year ended Mar 31, 2025 doe no co
financial year ended March 31, 2025. This opinion qualifications, reservatio or adverse remar and
underscores the Company’s commitment to for par of Annua Report.
maintaining strong internal controls.
The Note to the Financia Stateme (Standalone
The Internal Auditor reports to the Audit Committee, and Consolidated are self-explanator and do no
which comprises Independent Directors, ensuring ca for a further comments.
objectivity and transparency in the audit process. b) Secretarial Auditor & their Report
The Company has also implemented a delegation
of authority framework, which creates effective Pursuant to the provisions of Section 204 of
checks and balances to prevent gaps. Notably, no the Companies Act, 2013 and the Companies
letters of internal control weaknesses were issued (Appointment and Remuneration of Managerial
by the Internal Auditor or Statutory Auditors during Personnel) Rules, 2014, the Company had appointed
the financial year.
M/s. Abbas Jawadwala & Associates, Practicing
Annual Report 2024-25 97