You are here » Home » Companies » Company Overview » Spicy Entertainment & Media Ltd

Spicy Entertainment & Media Ltd.

BSE: 540084 Sector: Media
NSE: N.A. ISIN Code: INE592O01019
BSE 00:00 | 25 Nov 3.58 0
(0.00%)
OPEN

3.58

HIGH

3.58

LOW

3.58

NSE 05:30 | 01 Jan Spicy Entertainment & Media Ltd
OPEN 3.58
PREVIOUS CLOSE 3.58
VOLUME 10000
52-Week high 4.35
52-Week low 0.95
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.58
CLOSE 3.58
VOLUME 10000
52-Week high 4.35
52-Week low 0.95
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Spicy Entertainment & Media Ltd. (SPICYENTERTAIN) - Director Report

Company director report

TO THE MEMBERS

SPICY ENTERTAINMENT AND MEDIA LIMITED

Your Directors have pleasure in presenting the Eighth (8th) Annual Report of SpicyEntertainment and Media Limited (hereinafter referred to as "the Company")along with the Audited Accounts of your Company for the Financial Year ended March 312020. The Financial performance of your Company during the Financial Year ended March 312020 as compared to the previous financial year are summarised below:

Rs. in Lakhs
Particulars Year ended March 31 2020 Year ended March 31 2019
Total Income 812.92 757.96
Total Expenditure 807.63 746.44
Profit Before Taxation 5.29 11.51
Tax Expense (0.25) 2.32
Profit for the Period 5.54 9.19
Brought forward from the previous year 73.34 63.60
Mat Credit - 0.54
Surplus carried to Balance Sheet 78.88 73.34

Financial Performance

Your Company has prepared the Financial Statements for the financial year ended March31 2020 under Sections 129 133 and Schedule II to the Companies Act 2013 read with theCompanies (Indian Accounting Standards) Rules 2015 as amended by the Companies (IndianAccounting Standards) (Amendment) Rules 2016.

The Company's total income during the year stood at Rs. 812.92 Lakhs as compared toRs. 757.96 Lakhs in the previous year. The Company's profit before tax is Rs. 5.29 Lakhsduring the year as compared to Rs. 11.51 Lakhs in the previous year. The Company earned anet profit of Rs. 5.54 Lakhs as against a net profit of Rs. 9.19 Lakhs in the previousyear.

Dividend

Your Directors did not recommend any dividend to its shareholders for the financialyear 2019-20 keeping in mind various financials and business plans of the Company.

Amounts proposed to carry to the reserves

The Company has not transferred any amount out of the profit earned to reserve accountduring the year under review. The entire profit earned during the year under review isbeing carried forward under Profit & Loss Account.

Material changes and commitments affecting financial position between the end of thefinancial year and date of report

There have been no material changes and commitments affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial year relate and the date of this report.

Significant/Material orders passed by the regulators

There were no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future.

Risk Management and adequacy of Internal Financial Controls

The Company's Internal Control Systems are commensurate with the nature size andcomplexity of its business and ensure proper safeguarding of assets maintaining properaccounting record and providing reliable financial information. Your Company's InternalControl ensures that all assets of the Company are safeguarded and protected properprevention and detection of frauds and errors and all transactions are authorizedrecorded and reported appropriately.

Your Company has an adequate system of internal financial controls commensurate withits size and scale of operations procedures and policies ensuring orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of frauds and errors accuracy and completeness ofaccounting records and timely preparation of reliable financial information.

Such practice provides reasonable assurance that transactions are recorded as necessaryto permit preparation of Financial Statements in accordance with the applicablelegislations. Your Company also monitors through its Internal Audit Team the requirementsof processes in order to prevent or timely detect unauthorized acquisition use ordisposition of the Company's Assets which could have a material effect on the FinancialStatements of the Company. The Internal Audit function is responsible to assist the AuditCommittee on an independent basis with a complete review of the risk assessments andassociated management action plans.

During the year under review the Internal Financial Control Audit was carried out bythe Statutory Auditors the Report of which is forming part of this Annual Report.

Deposits

During the year under review the Company has not accepted any deposit within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s RAK Champs& Co. LLP Chartered Accountants (FRN: 131094W/W100083) Mumbai was appointed as theAuditors of the Company for a consecutive period of 5 (Five) years from the conclusion ofthe 6th Annual General Meeting held in the year 2018 until conclusion of the 11thAnnual General Meeting scheduled to be held in the year 2023.

Your Company has received a Certificate from M/s RAK Champs & Co LLP CharteredAccountants confirming their eligibility to continue as Auditors of the Company in termsof provisions of Section 141 of the Companies Act 2013 and the rules made thereunder.They have also confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the ICAI as required under the provision of Regulation 33 of Listing Regulations.

Secretarial Auditor

In terms of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed Ms. Kavita Raju Joshi Practicing Company Secretary (Certificate of Practice No.8893) as the Secretarial Auditor.

The Secretarial Audit Report for the financial year ended March 31 2020 is annexedherewith as [Annexure-A] to this report.

Details of Subsidiary/ Joint Ventures/Associate Companies

The Company does not have any subsidiary/joint ventures/associate companies.

Share Capital

The Authorised Share Capital of the Company stands at Rs.170000000/- divided into17000000 (One Crore Seventy Lakhs) Equity Shares of Rs. 10/- each. At present theIssued Subscribed and Paid Up Share Capital of your Company is Rs. 165112500/- dividedinto 16511250 Equity Shares of Rs. 10/- each fully paid-up.

Extract of Annual Return

The extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 and the same is annexed herewith as [Annexure-B] to this Report.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

a) Particulars of Conservation of Energy Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy andtechnology absorption do not apply to this Company as the Company has not carried out anymanufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreignexchange earned.

Directors and Key Managerial Personnel

The Company has a duly constituted Board of Directors which is in compliance with therequirements of the Companies Act 2013 schedules thereto and rules framed there underand also in terms of the provisions of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and provisions of the Articlesof Association of the Company.

i. Declaration by Independent Directors

All the Independent Directors have given a declaration that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 read with therules made there under and as per Securities and Exchange Board of India (ListingObligations & Disclosure Requirements) Regulations 2015. In the opinion of the Boardthey fulfil the conditions of Independence as specified in the Act and the rules madethere under.

ii. Non-Independent Director

In accordance with the provisions of Companies Act 2013 Mr. Vinod Kumar Agarwal (DIN:08046056) Director of the Company is liable to retire by rotation and being eligibleoffers himself for reappointment. The Board recommends his appointment with a view toavail his valuable advices and wise counsel.

A brief profile of the above Director seeking appointment/re-appointment required asper Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 will be provided in the Notice of Annual General Meetingof the Company.

None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164 (2) of the Companies Act 2013 and rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.

iii. Changes in Directorship/Key Managerial Personnel during the year

Ms. Yashika Poddar resigned from the post of Whole Time Secretary of the Company witheffect from May 02 2019.

Mr. Vinod Kumar Agarwal appointed as Chief Financial Officer of the company with effectfrom April 22 2019.

Ms. Monika Jain appointed as a Whole Time Secretary of the Company with effect fromAugust 28 2019.

iv. Familiarisation Programme undertaken for Independent Directors

The Independent Directors are familiarised with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. On appointment the Independent Director is issued aLetter of Appointment setting out in detail the terms of appointment dutiesresponsibilities and expected time commitments. The Director is also explained in detailthe various compliances required from him/her as a Director under the various provisionsof the Companies Act 2013 Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirement) Regulations 2015. The details of familiarisation programmeare available on the website of the Company viz. www.spicyy.in.

Annual Evaluation of Board's performance

Your Company understands the requirements of an effective Board Evaluation process andaccordingly conducts a Performance Evaluation every year in respect of the following:

i. Board of Directors as a whole;

ii. Committees of the Board of Directors;

iii. Individual Directors including the Chairman of the Board of the Directors.

In compliance with the requirements of the provisions of Section 178 of the CompaniesAct 2013 the Listing Regulations and the Guidance Note on Board Evaluation issued bySEBI in January 2017 your Company has carried out a Performance Evaluation for theBoard/Committees of the Board/Individual Directors including the Chairman of the Board ofDirectors for the financial year ended March 31 2020. The key objectives of conductingthe Board Evaluation were to ensure that the Board and various Committees of the Boardhave appropriate composition of Directors and they have been functioning collectively toachieve common business goals of your Company. Similarly the key objective of conductingperformance evaluation of the Directors through individual assessment and peer assessmentwas to ascertain if the Directors actively participate in Board Meetings and contribute toachieve the common business goal of the Company.

The Directors carry out the aforesaid Performance Evaluation in a confidential mannerand provided their feedback. Duly completed feedback were sent to the Chairman of theBoard and the Chairman/Chairperson of the respective Committees of the Board for theirconsideration. The Performance Evaluation feedback of the Chairman was sent to theChairperson of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee forwarded their recommendation based on suchPerformance Evaluation to the Board of Directors. All the criteria of Evaluation asenvisaged in the SEBI Circular on ‘Guidance Note on Board Evaluation' had beenadhered to by your Company.

The Board of Directors

a. Composition and Category of Directors

Your Company's Board is duly constituted and is in compliance with the requirements ofthe Companies Act 2013 the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 and provisions of the Articles ofAssociation of the Company. Your Board has been constituted with requisite diversitywisdom and experience commensurate to the scale of operations of your Company. The Companyhas a judicious combination of Executive and NonExecutive Directors. As on March 31 2020.The Board has an appropriate mix of knowledge wisdom and varied industry experience toguide the Company in achieving its objectives in a sustainable manner. The Board comprisedof Four (4) Directors out of which One (1) is Executive Director One (1) is Non-ExecutiveDirector and Two (2) are Independent Directors. The Chairman of the Board is ExecutiveDirector.

The details of each member of the Board along with the number of Directorship/CommitteeMembership are given below:

Name Category of Director Directorship in other Public Limited Companies

No. of Board Committees in which Chairman/ Member

Chairman Member
Mr. Anindya Bikas Datta Managing Director/Chairman - - -
Mr. Vinod Kumar Agarwal Non-Executive Director - - -
Ms. Sheetal Suresh Kale Independent Director - - -
Mr. Sumit Bhoot Independent Director - - -

Notes:

1. Directorships exclude Private Limited Companies Foreign Companies and Section 8Companies.

2. Chairmanship/Membership of Committee only includes Audit Committee and StakeholderRelationship Committee in other Public Limited Company. Members of the Board of theCompany do not have membership of more than ten Board-level Committees or Chairman of morethan five such Committees.

3. None of the Directors are inter-se related with each other.

Number of Meetings of the Board of Directors

The Board meets at regular intervals to discuss and decide on businessstrategies/policies and review the financial performance of the Company. The notice anddetailed agenda along with the relevant notes

and other material information are sent in advance separately to each Director and inexceptional cases tabled at the Meeting with the approval of the Board. This ensurestimely and informed decisions by the Board. The Board reviews the performance of theCompany vis-a-vis the budgets/targets. The necessary quorum was present for all themeetings.

In the Financial Year 2019-2020 the Board met Seven (7) times. The details of BoardMeetings held during the year are listed below. The interval between two Meetings was wellwithin the maximum period mentioned under Section 173 of the Companies Act 2013 and asper Regulation 17(2) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.

Sl. No Date of Board Meeting Total strength of the Board No. of director present
1. April 22 2019 4 4
2. May 02 2019 4 4
3. May 30 2019 4 4
4. August 27 2019 4 4
5. August 28 2019 4 4
6. November 14 2019 4 4
7. February 14 2020 4 4

Attendance at aforesaid Board Meetings at last Annual General Meeting of each of theDirectors as on March 31 2020 is given below:

Name of the Director Category of Directorship

Attendance at the Board Meeting(s)

Attendance at last AGM
Held Attended
Mr. Anindya Bikas Datta Managing Director 7 7 Yes
Mr. Vinod Kumar Agarwal Non-Executive Director 7 7 Yes
Ms. Sheetal Suresh Kale Independent Director 7 7 Yes
Mr. Sumit Bhoot Independent Director 7 7 Yes

Meeting of Independent Director

In compliance with the requirements of Schedule IV to the Companies Act 2013 read withRegulation 25 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate meeting of the Independent Directorswas held on February 14 2019 where all the Independent Directors were present. TheIndependent Directors discussed inter alia to:

• Evaluate performance of Non-Independent Directors and the Board of Directors asa whole;

• Evaluate performance of the Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors;

• Evaluation of the quality content and timeliness of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

Appointment and tenure of Directors

The Directors of the Company are appointed by the Members at the General Meetings.Generally the Managing Director and Whole-time Directors (Executive Directors) areappointed for a period of three to five years. Other than Managing Director andIndependent Directors not less than two-thirds of the total number of Directors areliable to retire by rotation out of which one-third shall retire at every AGM and ifeligible may seek approval from the Members for their re-appointment.

In terms of the provisions of Section 149 of the Companies Act 2013 and Rules framedthereunder the Independent Directors of the Company were appointed for a period of fiveyears by the Members of the Company at the General Meetings.

A formal letter of appointment setting out the terms and conditions of appointmentroles and functions responsibilities duties fees and remuneration liabilitiesresignation/removal etc. as specified under Schedule IV to the Companies Act 2013 hasbeen issued to each of the Independent Directors subsequent to obtaining approval of theMembers to their respective appointments. The terms and conditions of such appointment ofthe Independent Directors are also made available on the website of the Company atwww.spicyy.in.

In compliance with Regulation 36(3) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 read with theSecretarial Standard on General Meetings (SS-2) issued by the Institute of CompanySecretaries of India (ICSI) the required information about the Directors proposed to beappointed/re-appointed will be provided in the Notice calling Annual General Meeting.

Committees of the Board

The Company has constituted/re-constituted various Board level committees in accordancewith the requirements of Companies Act 2013. Details of all the above Committees alongwith the composition and meetings held during the year under review are provided below.

Audit Committee

The Board of Directors of the Company has constituted an Audit Committee of the Boardin terms of the requirements of Section 177 of the Companies Act 2013 and Rules framedthereunder read with Regulation 18 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The Audit Committee of theCompany meets every quarter and inter alia to review the financial results for the halfyearly/yearly ended before the same are approved at Board Meetings pursuant to Regulation33 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. The Audit Committee may also meet from time to time ifrequired.

Audit Committee of the Board of Directors ("the Audit Committee") isentrusted with the responsibility to supervise the Company's internal controls andfinancial reporting process. The composition quorum powers role and scope are inaccordance with Section 177 of the Companies Act 2013 and the provisions of Regulation 18of Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations 2015. All members of the Audit Committee arefinancially literate and bring in expertise in the fields of Finance Taxation Accountsetc. It functions in accordance with its terms of reference that defines its authorityresponsibility and reporting function.

Composition of the Committee Meetings and Attendance

The Audit Committee consists of two Independent Directors and one Non-ExecutiveDirector. Ms. Sheetal Suresh Kale Independent Director is the Chairman of the AuditCommittee. The Company Secretary acts as the Secretary to the Committee.

The Audit Committee met Four (4) times during the Financial Year 2019-20. The maximumgap between two Meetings was not more than 120 days. The Committee met on May 30 2019August 28 2019 November 14 2019 & February 14 2020. The requisite quorum waspresent at all the meetings. The Chairman of the Audit Committee was present at the AnnualGeneral Meeting of the Company.

The Table below provides the attendance of the Audit Committee members.

Name Category Designation

Meeting(s)

Held Attended
Ms. Sheetal Suresh Kale Independent Director Chairperson 4 4
Mr. Vinod Kumar Agarwal Non-Executive Director Member 4 4
Mr. Sumit Bhoot Independent Director Member 4 4

The Audit Committee has been vested inter-alia with the following powers:

1. To investigate any activity within its terms of reference

2. To seek information from any employee

3. To obtain outside legal or other professional advice

4. To secure attendance of outsiders with relevant expertise if it considersnecessary.

Terms of Reference

The Audit Committee reviews the Reports of the Internal Auditor and the StatutoryAuditors periodically and discuss their findings. The role of the Audit Committee is asfollows:

a. Oversight of the Company's financial reporting process and the disclosure of itsinformation to ensure that the financial statements are correct sufficient and credible;

b. Recommending to the Board the appointment reappointment and if required thereplacement or removal of the statutory auditors fixing of audit fees.

c. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors.

d. Reviewing with the management the annual financial statements before submission tothe Board for approval with particular reference to:

• Matters required to be included in the Directors' Responsibility Statement to beincluded in the Board's Report as per Section 134(3)(c) of the Companies Act 2013;

• Changes if any in the accounting policies and practices and the reasons forthe same.

• Major accounting entries involving estimates based on the exercise of judgmentby management.

• Significant adjustments made in the financial statements arising out of auditfindings;

• Compliance with the Listing Regulations and other legal requirements relating tofinancial statements;

• Disclosure of any related party transactions; and

• Qualifications in the draft audit report if any.

e. Reviewing with the management the financial statements before submission to theboard for approval.

f. Reviewing with the management the statement of uses/application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offerdocument/prospectus/notice and the report submitted by the monitoring agency monitoringthe utilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter.

g. Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems.

h. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.

i. Discussion with the internal auditors any significant findings and follow-upthereon;

j. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board.

k. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

l. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

m. To review the functioning of the Whistle Blower mechanism in case if the same isexisting.

n. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate.

o. Carrying out any other function as mentioned in the terms of reference of the AuditCommittee.

p. Mandatorily reviews the following information:

• Management discussion and analysis of financial condition and results ofoperations;

• Statement of significant related party transactions (as defined by the auditcommittee) submitted by management;

• Management letters/letters of internal control weaknesses issued by thestatutory auditors;

• Internal audit reports relating to internal control weaknesses; and

• The appointment removal and terms of remuneration of the Chief internal auditorshall be subject to review by the Audit Committee.

q. Review the Financial Statements of its Subsidiary Company if any.

r. Review the composition of the Board of Directors of its Subsidiary Company if any.

s. Review the use/application of funds raised through an issue (public issues rightissues preferential issues etc.) on a half yearly basis as a part of the half yearlydeclaration of financial results. Further review on annual basis statements prepared bythe Company for funds utilized for purposes other than those stated in the offer document.

t. In addition to carry out such other functions/powers as may be delegated by theBoard to the Committee from time to time.

In addition the Audit Committee also reviews the following:

• Management Discussion and Analysis of financial condition and results andoperations;

• Statement of Related Party Transactions;

• Management letters/letters of internal control weaknesses; and

• The appointment removal and terms of remuneration of Internal Auditor.

Nomination and Remuneration Committee

The Board of Directors of the Company has constituted a Nomination and RemunerationCommittee of the Board in terms of the requirements of Section 178 of the Companies Act2013 and Rules framed thereunder read with Regulation 19 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.

Meeting and Attendance

The Committee met twice during the financial year 2019-20 on April 22 2019 &August 27 2019. The requisite quorum was present at the Meeting. The Chairman of theNomination and Remuneration Committee was present at the last Annual General Meeting ofthe Company. The table below provides the attendance of the Nomination & RemunerationCommittee.

Name Category Designation

Meetingfs)

Held Attended
Ms. Sheetal Suresh Kale Independent Director Chairman 2 2
Mr. Vinod Kumar Agarwal Non- Executive Director Member 2 2
Mr. Sumit Bhoot Independent Director Member 2 2

Terms of Reference

The Nomination and Remuneration Committee is empowered with the following terms ofreference and responsibilities in accordance with the provisions of law and the Nominationand Remuneration Policy:

> The committee recommends to the board the compensation terms of the executivedirectors.

> The committee to carry out evolution of every director's performance and recommendto the board his/her appointment and removal based on the performance.

> The committee to identify persons who may be appointed in senior management inaccordance with the criteria laid down.

> Framing and implementing on behalf of the Board and on behalf of the shareholdersa credible and transparent policy on remuneration of executive directors including ESOPPension Rights and any compensation payment.

> Considering approving and recommending to the Board the changes in designation andincrease in salary of the executive directors.

> Ensuring the remuneration policy is good enough to attract retain and motivatedirectors.

> Bringing about objectivity in deeming the remuneration package while striking abalance between the interest of the Company and the shareholders.

Remuneration Policy

The success of the organization in achieving good performance and good governingpractices depends on its ability to attract and retain individual with requisite knowledgeand excellence as executive and non-executive directors. The Nomination and RemunerationPolicy of the Company is annexed herewith as [Annexure- C] to this Report.

Details of Remuneration to all Directors

The details of remuneration paid to the Directors for the year ended March 31 2020 areas under:

Name Designation Salary Perquisites Sitting Fees Total
Mr. Anindya Bikas Datta Managing Director - - - -
Ms. Sheetal Suresh Kale Independent Director - - - -
Mr. Vinod Kumar Agarwal Non-Executive Director - - - -
Mr. Sumit Bhoot Independent Director - - - -

Disclosure pursuant to Part-II Section-II 3rd Provision Point No-IV ofSchedule-V under Section 196 and 197 of all the Directors

> All elements of remuneration package such as salary benefits bonuses stockoptions pension etc of all the Directors- As stated above

> Details of fixed component and performance linked incentives along withperformance criteria- Nil

> Service Contracts notice period severance fees- Not Applicable

> Stock options details if any and whether the same has been issued at a discountas well as the period over which accrued and over which exercisable- Not Applicable

Stakeholder Relationship Committee

Composition

The composition of the Stakeholder Relationship Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 20 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

Meeting & Attendance

The Committee met Once (1) during the financial year 2019-20 on February 14 2020. Theconstitution of the Stakeholders Relationship Committee of the Board of Directors of yourCompany along with the details of the meetings held and attended by the members of theCommittee during the financial year 2019-20 is detailed below:

Name Category Designation

Meeting(s)

Held Attended
Mr. Sumit Bhoot Independent Director Chairman 1 1
Ms. Sheetal Suresh Kale Independent Director Member 1 1
Mr. Vinod Kumar Agarwal Non-Executive Director Member 1 1

The Board has clearly defined the terms of reference for this committee. The Committeelooks into the matters of Shareholders/Investors grievances along with other matters orany other duties that may be delegated to the Committee by the Board of Directors fromtime to time.

The Secretarial Department of the Company and the Registrar and Share Transfer AgentM/s Maheshwari Datamatics Private Limited attend to all grievances of the shareholdersreceived directly or via any other authority. The Minutes of the Stakeholders RelationshipCommittee Meetings are circulated to the Board and noted by the Board of Directors at theBoard Meetings.

Continuous efforts are made to ensure that grievances are more expeditiously redressedto the complete satisfaction of the Investors. Shareholders are requested to furnish theirupdated telephone numbers and e-mail addresses to facilitate prompt action.

In compliance with the requirements of the SEBI Circular No. CIR/OIAE/2/2011 dated June3 2011 the Company has obtained exclusive User Id and Password for processing theinvestor complaints in a centralized web-based SEBI Complaints Redress System -‘SCORES'. This enables the investors to view online the action taken by the Companyon their complaints and current status thereof by logging on to the SEBI's websitewww.sebi.gov.in.

No shareholder complaints were lying unresolved as on March 31 2020 under‘SCORES'.

It is confirmed that there was no request for registration of sharetransfers/transmissions lying pending as on March 31 2020 and that all requests for issueof new certificates sub-division or consolidation of shareholdings etc. received uptoMarch 31 2020 have since been processed. The Company has an efficient system in place torecord and process all requests for dematerialization and re-materialization of shares ofthe Company through National Securities Depository Limited (NSDL)/Central DepositoryServices (India) Limited (CDSL).

Whistle Blower Policy/Vigil Mechanism

In terms of provisions of Section 177 of the Companies Act 2013 and Rules framedthereunder read with Regulation 22 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 your Company has a vigilmechanism in place for the Directors and Employees of the Company through which genuineconcerns regarding various issues relating to inappropriate functioning of theorganization can be communicated. For this purpose your Board adopted a Whistle BlowerPolicy which has been uploaded on the website of the Company at www.spicyy.in.

Policy on Prevention of Sexual Harassment of Women at workplace

The Company as an organization is committed to provide a healthy environment to allemployees and thus does not tolerate any discrimination and/or harassment in any form. TheCompany has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at work place (Prevention Prohibition andRedressal) Act 2013.

Your Company has adopted a Policy under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder. YourCompany is committed to provide a safe and secure environment to its women employeesacross its functions and other women stakeholders as they are considered as integral andimportant part of the Organization.

No complaints were received during the financial year 2019-2020.

Particulars of Loans Guarantees and Investments

The Company has not given any Loans Guarantees or Investments or provided security interms of Section 186 of the Companies Act 2013 during the year under review.

Related Party Transactions

During the financial year ended March 31 2020 all transactions with the RelatedParties as defined under the Companies Act 2013 read with Rules framed thereunder were inthe ‘ordinary course of business' and ‘at arm's length' basis. Your Company doesnot have a ‘Material Subsidiary' as defined under Regulation 16(1)(c) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. Your Board shall formulate a Policy to determine Material Subsidiary asand when considered appropriate in the future.

During the year under review your Company did not enter into any Related PartyTransactions which require prior approval of the Members. All Related Party Transactionsof your Company had prior approval of the Audit Committee and the Board of Directors asrequired under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. Subsequently the Audit Committee and the Boardhave reviewed the Related Party Transactions on a quarterly basis.

During the year under review there has been no materially significant Related PartyTransactions having potential conflict with the interest of the Company.

Since all Related Party Transactions entered into by your Company were in the ordinarycourse of business and also on an arm's length basis therefore details required to beprovided in the prescribed Form AOC - 2 is not applicable to the Company. Necessarydisclosures required under the Ind AS 24 have been made in the Notes to FinancialStatements.

As required under Regulation 23 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulated aRelated Party Transactions Policy which is available at the website of the Company viz.www.spicyy.in.

Disclosure relating to remuneration of Directors Key Managerial Personnel andEmployees:

A statement containing the details of the Remuneration of Directors Key ManagerialPersonnel (KMP) and Employees as required under Section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed herewith as [Annexure-D] to this Report.

The Company have no employee drawing a remuneration of Rs. 10200000/- (Rupees OneCrore Two Lacs) per annum or part thereof in terms of the provisions of Section 197(12) ofthe Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Corporate Governance

The Company being listed on the Small and Medium Enterprise platform is exempted fromprovisions of corporate governance as per Regulation 15 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015. Hence nocorporate governance report is disclosed in this Annual Report. It is pertinent to mentionthat the Company follows majority of the provisions of the Corporate Governancevoluntarily.

Management Discussion & Analysis

The Management Discussion and Analysis Report on the operations of the Company asrequired under Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed herewith as [Annexure-E] to this Report.

Compliance with Secretarial Standards on Board and General Meetings

During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 (including any statutorymodification(s) or reenactments) for the time being in force) the Directors of yourCompany confirm that:

> in the preparation of the Annual Accounts for the financial year ended March 312020 the applicable Accounting Standards and Schedule III of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)have been followed and there are no material departures from the same;

> the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2020 and of the profit& loss of the Company for the Financial Year March 31 2020;

> the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

> the annual accounts have been prepared on a ‘going concern' basis;

> proper internal financial controls laid down by the Directors were followed byyour Company and that such internal financial controls are adequate and operatingeffectively; and

> proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.

Acknowledgement

Your Directors take this opportunity to convey their appreciation to all the memberslisteners advertisers media agencies dealers suppliers bankers regulatory andgovernment authorities and all other business associates for their continued support andconfidence in the management of the Company.

Your Directors are pleased to place on record their appreciation of the consistentcontribution made by employees at all levels through their hard work dedicationsolidarity and co-operation and acknowledge that their efforts have enabled the Company toachieve new heights of success.

For and on behalf of the Board

Anindya Bikas Datta Vinod Kumar Agarwal
Place: Kolkata Managing Director Director
Date: September 15 2020 DIN: 07274171 DIN:08046056

.