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EQUITY - MARKET SCREENER

DJ Mediaprint & Logistics Ltd
Industry :  Miscellaneous
BSE Code
ISIN Demat
Book Value()
543193
INE0B1K01014
26.6787651
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
DJML
82.65
304.26
EPS(TTM)
Face Value()
Div & Yield %
3.4
10
0.05
 

As on: Apr 26, 2024 10:18 AM

Dear Members,

The Board of Directors (“Board”) are pleased to present the Company's Fourteenth (14th) Annual Report on business and operations, together with the Audited Financial Statements along with the Report of the Auditors for the year ended March 31, 2023.

1 FINANCIAL PERFORMANCE

The equity shares of the Company are listed and admitted to dealings on the Main Board of Bombay Stock Exchange (“BSE”) and National Stock Exchange

(“NSE”) (Capital Market Segment) pursuant to migration from the BSE SME Platform w.e.f. December 05, 2022. Therefore, the financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (“Ind AS”) notified under Section 133 of the Companies Act, 2013 (“Act”) read with the Companies (Accounts) Rules, 2014 The financial highlights of your Company for the year ended March 31, 2023 are summarized as follows:

(Rs in lakhs)

Particulars

For the For the
Year ended Year ended
31.03.2023 31.03.2022
Total Income 5073.19 4749.01
EBITDA 852.30 662.40
Less: Depreciation 261.63 129.09
EBIT 590.67 533.31
Less: Finance Cost 132.48 112.09
Profit before 458.19 421.22
exceptional items and
tax
Less: Exceptional - -
items
Profit Before Tax 458.19 421.22
Less: Tax 125.38 120.59
Profit after Tax 332.81 300.62

a. Overview of Performance

During the Financial Year under review, the Company delivered a healthy performance achieving a robust turnover a total revenue

` 5073.19 lakhs as againstRs4749.01 lakhs in the corresponding previous financial year. The EBIDTA margin as a percentage of sales, has been a healthy EBITDA grew fromRs662.40 lakhs in the previous year toRs852.30 lakhs in year under review. Net profit (before tax) grew at phenomenal growth rate of 8.78% i.e. fromRs421.22 lakhs in the previous year toRs458.19 lakhs in the year under review. Net profit (after tax) marked a growth rate of 10.71% i.e. fromRs300.62lakhs toRs3,3281 lakhs.

The Board of Directors commend the strong growth in the operations of the Company. The Company operates in the multiple segments mainly comprising of Printing, Mailing, Logistics, Scanning, Record Management & Newspaper Advertisement.

Total debt of the Company as at 31st March, 2023 stood atRs10.88 crores vis-a-vis fromRs5.23 crores in March 2022. The Company will look forward to augment the long term funds for expanding and diversifying the business in due course. Your Company has been able to add new customers and strengthen its share of business in existing customers, which resulted in a growth of sales as mentioned above. Additionally, the Company has been able to keep a tight control on costs and process wastage, which resulted in achievement of healthy margins. Your Company took timely and proactive measures to ensure the safety of its employees, operations and uninterrupted services to its customers. Your company's management shall endeavor to continue to focus on cutting costs and concentrate on better productivity so as to overcome these uncertain and difficult times.

b. Cash Flow Statement:

The Cash Flow statement for the year 2022-2023 is attached to the Balance Sheet. c. Dividend

Your Directors at its meeting held on 26 th May, 2023 are pleased to recommend a dividend ofRs0.15/- per equity share amounting to Rs16.24 Lakhs (subject to deduction of TDS as per Section 194 of the Income Tax Act, 1961) for the financial year ended March 31, 2023, subject to the approval of the members at the forthcoming 14th Annual General Meeting (AGM) of the Company. The dividend is payable to those shareholders whose names appear in the Register of Members as on Thursday, 15th June, 2023. d. Transfer to Reserves:

The Company proposes to transfer Rs`34.21 Lakhs to the General Reserve Account during the financial year endedMarch 31, 2023.

II. FINANCE a. Your Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through a process of continuous monitoring. b. Deposits

In terms of sections 73 and 74 of the Act read with relevant Rules, your Company has not accepted any fixed deposits during the year under review. c. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments made by your Company and covered under the provisions of Section 186 of the Act are appended as notes to the financial statements

III. SUBSIDIARIES

As on March 31, 2023, the Company had no subsidiary, Joint Venture and Associate companies. Further, no company ceased to be the Company's subsidiary, joint venture or associate company during the period under review.

IV. MANAGEMENT DISCUSSION AND ANALYSIS

REPORT

The detailed review of the operations, state of performance and outlook of the Company and its business as stipulated under Regulation 34 of SEBI Listing Regulations, is presented in a section forming part of Annual Report under the head ‘Management Discussion and Analysis'.

V. DIRECTORS: a. Appointment/Re-appointment Managing Director & Whole Time Directors

There were no changes in the composition of the Board of Directors and Key Managerial Personnel during the year under review. b. Retires by rotation

In accordance with the applicable provisions of the Companies Act, 2013 (‘the Act') and the Articles of Association of the Company, Dwarka Prasad Gattani (DIN: 06865570), Non Executive Director, retires by rotation at ensuing Annual General Meeting (‘AGM') and being eligible, offers himself for re-appointment. Your Directors recommend the re-appointment of Mr. Dwarka Prasad Gattani (DIN: 06865570), Non-Executive Director a Director of the Company. c. Directors

There were no changes in the composition of the Board of Directors during the year under review. d. Declaration given by the Independent Directors

All the Independent Directors have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1) (b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Director's databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board is of the opinion that the Independent Directors of the Company are persons of integrity, having relevant expertise, experience (including proficiency).

During the year 2022-23 a separate meeting of Independent Director was held on February 13, 2023 without the presence of Executive Directors or management representatives and the following matters were discussed:

Review the performance of Non-Independent Directors of the Company, except Chairman;

Review the performance of the Board as a whole;

Review the performance of the Chairman of the Company . e. Key Managerial Personnel (KMPs)

In terms of Section 203 of the Act, the KMPs of the the Company during the financial year 2022-23 are as follows:

Sr.

Name of the KMP'S Designation

No

1. Dinesh Muddu Kotian Promoter, Chairman &
Managing Director
2. Deepak Pandurang Bhojane Whole Time Director
3. Deepak Dattaram Salvi Whole Time Director
4. Dhanraj Dayanand Kunder Chief Financial Officer
5. Khushboo Mahesh Lalji Company Secretary &
Compliance Officer

There are no changes in the Key Managerial Personnel of the Company during the Year under review. f. Board Effectiveness: Independent Directors' Familiarization Policy

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Board has framed a policy to familiarize the Independent Directors about the Company titled ‘Familiarization Programme Independent Directors' (“Familiarization Policy”).

The Familiarization Policy is available on the website of the Company at the weblink: https:// www.djcorp.in/images/Familarisation%20 programme%20of%20ID.pdf The Familiarization Policy of the Company seeks to familiarize the Independent Directors with the working of the Company, their roles, rights and responsibilities with respect to the Company, the industry in which the Company operates, business model, etc. g. Board Evaluation

Pursuant to the provisions of the Act and the SEBI

Listing Regulations , the Board has carried an evaluation of (i) its own performance, (ii) each director's performance individually, and (iii) the performance of its Committees. The manner of evaluation has been explained in the Corporate Governance Report forming part of this Annual

Report. 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 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%20remuneration%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.

VI. MEETINGS OF THE BOARD

During the financial year 2022-23, 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.

VII. COMMITTEES OF BOARD: a. Audit Committee

During the financial year 2022-23, 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 2022-23, 1(one) Nomination and Remuneration Committee meeting was convened. The composition of theNomination and Remuneration Committee is given in the Corporate Governance Report, forming part of this

Annual Report. c. Stakeholders' Relationship Committee:

During the financial year 2022-23, 1(one) Stakeholders' Relationship Committee meeting was convened. The composition of theStakeholders' Relationship Committee is given in the Corporate Governance Report, forming part of this Annual

Report. d. Familiarization Program

Your Company has been familiarizing the Independent Directors on its Board with detailed presentations by its business functional heads on the Company operations, strategic business plans, new products and technologies, including significant aspects of the Industry and its future outlook.

VIII.PARTICULARS OF CONTRACTS WITH RELATED

PARTIES / RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place Related Party Transaction (“RPT”) Policy. All related party transactions (“RPT”) entered into during the financial year 2022-23 were in accordance with the Company's RPT Policy and on an arms' length basis and in the ordinary course of business. All RPTs are placed before the Audit Committee and the Board for approvals.

The Information on transactions entered with related parties pursuant to Section 134(3)(h) the Act and Rules made thereunder disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed in Form AOC2 for the financial year 2022-23 is enclosed to this report as

Annexure I”.

Your Company did not enter into any material RPTs during the year under review. The RPT Policy as approved by the Board is uploaded on the Company's website and is available at the weblink: https://www. djcorp.in/pages/POLICY%20ON%20RELATED%20 PARTY%20TRANSACTIONS.pdf

IX. INTERNAL FINANCIAL CONTROLS AND THEIR

ADEQUACY

The Act introduced regulations with focus on control and compliance requirements, in light of which, the Company has laid down internal financial controls across various processes prevalent in the organization. These controls have been established at the entity as well as process level and are designed to ensure compliance to internal control requirements, regulatory compliance and enable appropriate recording of financial and operational information. The Company has reviewed the effectiveness of its internal financial controls by adopting a systematic approach to assess the design and its operating effectiveness. During the financial year 2022-23, such controls were tested and no reportable material weakness in the design or operation was observed. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

X. AUDITORS AND AUDITORS' REPORT: a) Statutory Auditors & their Report

The Company's Statutory Auditors, M/s. ADV

& Associates., Chartered Accountants (firms' a registration no: 128045W) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 10 th Annual General Meeting held on September 30, 2019 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. May 7, 2018.

M/s. ADV & Associates., Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014.

The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments. b) Secretarial Auditor & their Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Ekata Agrawal & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2023.

The Secretarial Audit Report for the financial year ended March 31, 2023 is enclosed to this report as “Annexure II”. The Secretarial Audit Report is self-explanatory and thus does not require any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India. In addition to the above and pursuant to SEBI circular dated

February 8, 2019, a report on Secretarial Compliance for the financial year 2022-23 has been submitted to Bombay Stock Exchange Limited & National Stock Exchange of India Limited.

c) Internal Auditor

The Board, upon the recommendation of the Audit Committee, has appointed M/s. Hardik Shethiya & Associates, Chartered Accountants bearing Firm Registration Number: 154908W as the Internal Auditors of the Company for the financial year ended 2023-24. M/s Hardik Shethiya & Associates, Chartered Accountants have confirmed their eligibility and have granted their consent to act as Internal Auditors of the Company for the financial year 2023 - 24.

d) Cost Auditor

The Company is not required to appoint Cost Auditor and maintain a cost records during the year under review

XI. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details regarding ‘energy conservation, technology absorption and foreign exchange earnings and outgo' as required under Section 134(3)(m) of the Act read with rule 8(3) of the Companies (Accounts) Rules, 2014 are mentioned below: a) Conservation of Energy

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy have not been furnished considering the nature of activities undertaken by the Company during year under review. But the Company continues to strengthen its energy conservation efforts We are always in lookout for energy efficient measures for operation, and value conservation of energy through usage of latest technologies for quality of services. Although the equipments used by the Company are not energy sensitive by their very nature, still the Company is making best possible efforts for conservation of which assures that the computers and all other equipments purchased by the Company strictly adhere to environmental standards, and they make optimum utilization of energy.

b) Research and Development (R&D)

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. c) Technology absorption adaptation and innovation

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services. d) Foreign Exchange Earnings and Outgo:

Amount (Rs in lakhs)

Total Foreign Exchange Inflow Nil
Total Foreign Exchange outflow Nil

XII. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Report on Corporate Governance as stipulated under Regulation 27 of the SEBI Listing Regulations forms part of this report as“ Annexure III”. The Company is in full compliance with the requirements and disclosures made in this regard. The requisite Certificate from M/s. Ekata Agrawal & Associates, Company Secretaries in Practice, confirming compliance of the Corporate Governance requirements is annexed to the Corporate Governance Report, forming part of this Directors' Report.

XIII. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the Company has . not developed the policy on Corporate Social Responsibility as the Company does not fall under the prescribed classes of Companies mentioned under Section 135 (1) of the Companies Act, 2013.

XIV. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of your Company's Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the mechanism.

The Whistle Blower Policy is available on the Company's website at the weblink: https://www. djcorp.in/pages/Whistle%20Blower%20Policy-%20 Vigil%20Mechanism.pdf

XV. PREVENTION OF SEXUAL HARASSMENT AT

WORKPLACE

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted ‘Internal Complaints Committee' to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2022-23.

XVI.SIGNIFICANT AND MATERIAL ORDERS PASSED

BY REGULATORS OR COURTS

There are no significant or material orders passed by any Regulators / Courts which would impact the going concern status of the Company and its future operations.

XVII. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the financial year ended March 31, 2023 has been uploaded on the website of the Company and can be accessed at www.djcorp.in

XVIII. INFORMATION PURSUANT TO SECTION

197(12) OF THE ACT

Disclosures pertaining to remuneration and other required information pursuant to Section 197(12) of the Act read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is provided herewith as “Annexure IV” and forms part of this Report. However, as per the proviso to Rule 5, the Directors' Report and the Financial Statements for the financial year ended March 31, 2023 are being sent to the members, excluding the statement giving particulars of employees under Section 197(12).

XIX. COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

XX. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards (SS-1 and SS-2), issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

XXI. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/received from the operating Management, your Directors make the following statement and confirm that; a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period; c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the directors had prepared the annual accounts on a going concern basis; e. the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate were operating effectively; and f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate.

XXII. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee, of any instances of fraud in the Company by its officers or employees, required under Section 143(12) of the Act.

XXIII. MATERIAL CHANGES AFFECTING THE

FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments other than in the normal course of business have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

XXIV. CHANGE IN THE NATURE OF COMPANY'S

BUSINESS

There has been no change in the nature of business of the Company

XXV. RISK MANAGEMENT POLICY

The provisions of Regulation 21 (Risk Management Committee) of the SEBI Listing Regulations not apply to our Company. However, pursuant to Regulation 17(9) of the SEBI Listing the Company has implemented a Risk Management framework which is comprehensive in nature, providing guidance on identification and of the various risks that the Company may face in the conduct of its business.

The specific objectives of this framework are:

To identify and assess various business risks arising out of internal and external factors that affect the business of the Company;

To work out methodology for managing and mitigating the risks;

To establish a framework for the Company's risk management process and to ensure its implementation;

To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices; and

To assure business continuity, sustained growth as with financial stability

XXVI. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from various stakeholders including financial institutions and banks, Government authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take this opportunity to place on record their appreciation for the committed services rendered by the employees of the Company at all levels, who have contributed significantly towards the Company's performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support do extended by our valued shareholders.

For and on behalf of the Board For DJ Mediaprint & Logistics Limited Sd/-

Dinesh Kotian
Chairman & Managing Director
DIN: 01919855

Date: 26.05.2023

Place: Mumbai