Page 99 - DJML Annual Report 24-25
P. 99

DJ MEDIAPRINT & LOGISTICS LIMITED
                                           CORPORATE OVERVIEW     STATUTORY REPORTS     FINANCIAL STATEMENTS

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


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