A structured questionnaire has been prepared, covering various aspects of the
functioning of the Board and its Committees, such as, adequacy of the constitution and
composition of the Board and its Committees, discharge of roles and responsibilities by
the Board and its Committees, succession plan for Board Members and Senior Management,
frequency of the meetings, regulatory compliances and Corporate Governance, etc.
Similarly, for evaluation of individual directors performance including for independent
directors, the questionnaire covers various aspects like his/ her attendance at the
meetings of Board and its Committees, contribution in Board and Committee meetings,
execution and performance of specific duties, obligations, regulatory compliances and
governance, adequate and timely disclosures, etc. The said questionnaires are reviewed by
the NRC.
Board members had submitted their response on a scale of 1 (poor) to 5 (outstanding)
for annual evaluation of the entire Board, Committees of the Board and of their peer Board
members, including Chairman of the Board.
The Board of Directors has carried out formal annual evaluation of every Directors
performance including the Executive Director. The performance evaluation of the
Independent Directors have been done by the entire Board, excluding the Director being
evaluated on the basis of performance and fulfillment of the independence criteria as
specified under the Act and the Listing Regulations.
Directors Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Act, the Directors hereby confirm
that:
(i) in the preparation of annual accounts for the financial year ended 31st
March, 2023, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(ii) they have 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 as at 31st March, 2023 and of the profit
/ loss of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down proper internal financial controls to be followed by the
Company and such internal financial control are adequate and were operating effectively;
and
(vi) they have devised proper system to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
The financial statements have been prepared in accordance with the Indian Accounting
Standards (Ind-AS) prescribed under provisions of Section 133 of the Act read with rules
made thereunder.
These affirmations are based on the system of Company on internal control and
compliance, the report of internal, statutory and secretarial auditors, including the
audit of internal financial controls over financial reporting by the Statutory Auditors
and the reviews performed by management and the relevant board committees, including the
audit committee.
Management Discussion and Analysis Report
In terms of Regulation 34 of the Listing Regulations, Management Discussion and
Analysis (MDA) Report forms an integral part of this Report.
Business Responsibility & Sustainability Report (BRSR)
The Company has not been part of the top 1000 Companies based on market capitalization
as on 31st March, 2022 of the Stock Exchanges, where the equity shares of the
Company are listed, hence, BRSR reporting is not applicable to the Company.
Corporate Governance Report
A separate report on Corporate Governance is enclosed as part of this Annual Report.
Details in respect of adequacy of Internal Financial Controls with reference to the
Financial Statements
The Company has in place an established internal financial control system designed to
ensure proper recording of financial and operational information and compliance of various
internal controls and other regulatory and statutory compliances. Self-certification
exercise is also conducted by which senior management certifies effectiveness of the
internal control system of the Company. Findings of the Internal Audit Report are reviewed
by the top management and by the Audit Committee invariably and proper follow up actions
are ensured, wherever required.
The Company had appointed an external agency to conduct review, testing and verify the
prevalent internal financial control and risk management system. The Audit Committee
ensures that the Company maintains effective risk management and internal control systems
and processes. It provides its feedback and recommendation on the relevant matters to the
Board.
The Statutory Auditors and Internal Auditors also evaluate the system of Internal
Controls of the Company and report to the Audit Committee. Appropriate steps are taken to
bridge the gaps observed by them. In opinion of the Statutory Auditors, the Company has,
in all material respects, an adequate internal financial controls system with reference to
financial statements and such internal financial controls with reference to financial
statements were operating effectively as at 31st March, 2023.
Annual Return
In accordance with the provisions of Sections 92(3) and 134(3)(a) of the Act, the
Annual Return (Form MGT-7) for the financial year 2022-23, is available on the Companys
website at link https://investorrelations.digispice.com/files/
Annual-return-2022-23.pdf
Particulars of Loans, Guarantees or Investments
The details of Loans, Guarantees or Investments made under provisions of Section 186 of
the Act are provided in the Note 43 of the Standalone Financial Statements.
Maintenance of cost records
Business activities of the Company are not covered under the ambit of Section 148 of
the Act read with the Companies (Cost Records and Audit) Rules, 2014, hence, the Company
is not required to maintain cost records as specified by the Central Government under
above said provisions.
Public Deposits
During the year under review, the Company has neither accepted nor renewed any deposits
in terms of Chapter V of the Act and no amount of interest or principal was outstanding as
on 31st March, 2023.
Particular of Contracts or Arrangements with Related Parties
All related party transactions, undertaken during the year under review, are in
compliance with the applicable provisions of the Act and the Listing Regulations. Further,
no contracts, arrangements or transactions entered into during the reporting year required
approval from Shareholders.
As required under the Regulation 23 of Listing Regulations, all related party
transactions are placed before the Audit Committee for its approval. The Audit Committee
has granted Omnibus approval for related party transactions which are repetitive in nature
and fall within the criteria laid down for the purpose. The details of transactions with
related parties are placed at the Audit Committee quarterly for its review.
The Policy on Related Party Transactions dealing with such transactions and Policy
for determining Material Subsidiaries are uploaded on the website of the Company viz.
www.digispice.com.
There were no related party transactions entered into by the Company with Directors,
KMPs or other related parties which may have a potential conflict with the interest of the
Company.
During the reporting period:
? All contracts / arrangements / transactions with related parties were at arms
length basis and all contracts / arrangements with related parties were in the ordinary
course of business;
? No material contracts / arrangements / transactions were entered into with
related parties exceeding 10% of the annual consolidated turnover as per the last audited
financial statements of the Company.
The disclosure of related party transactions as required under provisions of Section
134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for the year ended 31st
March, 2023 and hence does not form part of this report. The details of the transactions
with related parties are provided in Note 36 of standalone financial statements and Note
41 of the consolidated financial statements. Disclosures of transactions with Spice
Connect Private Limited (Promoter) who hold 10% or more shareholding in the Company, are
provided in the Note 36 of the Standalone Financial Statements.
Vigil Mechanism
Pursuant to provisions of Section 177 of the Act, Regulation 22 of the Listing
Regulations and Regulation 9A(6) of the SEBI (Prohibition of Insider Trading) Regulations,
2015, as amended, the Company has established Vigil Mechanism/ Whistle Blower Policy for
Directors and Employees and other stakeholders.
This Policy has been established with a view to provide a tool to directors and
employees of the Company and other stakeholders to report, to the management, genuine
concerns including unethical behavior, actual or suspected fraud or violation of the Code
of Conduct of the Company. This Policy outlines the procedures for reporting, handling,
investigating and deciding on the course of action to be taken in case inappropriate
conduct is noticed or suspected.
This Policy also provides for adequate safeguards against victimization of director(s)
or employee(s) or any other person who avails of the mechanism and also provides
for direct access to the Chairman of the Audit Committee in exceptional cases. The
Audit Committee is authorised to oversee the Vigil Mechanism/ Whistle Blower Policy in the
Company. The Company has not received any concerns/ grievances under the said policy
during the year under review.
The Vigil mechanism/Whistle Blower Policy is available on the Companys website at the
link https://investorrelations. digispice.com/files/SML-WBP-01-04-2019.pdf
Companys policy on Directors appointment and Remuneration
The Board of Directors, on the recommendation of the Nomination and Remuneration
Committee (NRC) of the Company, had framed a Policy for nomination and appointment of
Directors. As required under provisions of Section 178(3) of the Act and Regulation 19
read with Schedule II of the Listing Regulations, the NRC also recommended to the Board
the policy on remuneration, including stock options to Directors (excluding Independent
Directors), Key Managerial Personnel and Senior Management Personnel and other employees
of the Company, which was duly approved by the Board. The policy in terms of Section
178(3) of the Act is available at https://investorrelations.digispice.com/information.
php?page=policies.
The Board on the recommendation of the NRC appoints the Senior Management Personnel
from time to time.
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees to
Independent Directors, allotment of shares against options allotted under ESOP scheme and
reimbursement of expenses, wherever applicable.
Employees Stock Option Plan
The Nomination and Remuneration Committee (NRC) in its meetings held on 18th
September, 2018, 5th February, 2019 and 1st August, 2022 had granted
Options under DTL Employees Stock Option Scheme - 2018 (Erstwhile SML Employees Stock
Options Scheme - 2018) (ESOP Scheme) to eligible employees.
During the year under review, (a) the name of the ESOP Scheme of the Company was
changed from SML Employee Stock Options Scheme - 2018 to DTL Employee Stock Option
Scheme 2018; and (b) in order to provide the maximum benefits to the employees covered
under the ESOP Scheme, the exercise period of options has been extended to a period of 5
(Five) years, from the 3 (Three) years from the respective vesting for the options granted
on 18th September, 2018 and 5th February 2019, under the ESOP
Scheme.
The Certificate issued by the Secretarial Auditors of the Company as required under
Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021, confirming that the ESOP Scheme has been implemented in accordance with the said
Regulations and the resolutions passed by the members, would be made available at the AGM
for inspection by members.
The applicable disclosures as on 31st March, 2023, as stipulated under the
aforesaid Regulations, with regard to the ESOP Scheme of the Company are available on the
website of the Company at https://investorrelations.
digispice.com/files/ESOP-Disclosure-2023.pdf
Particulars of Employees
In terms of the provisions of Section 197(12) of the Act read with rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
the details of remuneration and other details of the Directors, KMP and employees covered
as mentioned under the said rule is annexed as Annexure - 2 which forms part of
this report.
Policy on Prevention of Sexual Harassment
The Company has consistently been putting its effort to create a safe working
environment for every employee particularly women employees. Towards this effort and as
per requirement under the Sexual Harassment of Women at Workplace (Prohibition, Prevention
and Redressal) Act, 2013, as amended, the Company has put in place a Policy on Prevention
of Sexual Harassment at Workplace. The Company has complied with the provisions relating
to the constitution of Internal Complaints Committee.
The statement of complaints filed, disposed of and pending as on 31st March,
2023 is provided in the Corporate Governance Report.
Significant and Material Orders passed by the Regulators, Courts or Tribunal
No significant and material orders were passed by the Regulators, Courts or Tribunals
impacting the going concern status and Companys operations in future.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The information pursuant to provisions of Section 134 of the Act read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, as amended, related to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and Outgo is given as Annexure - 3.
Compliance with Secretarial Standards
The Company has complied with the provisions of Secretarial Standard - 1 (Secretarial
Standard on meetings of the Board of Directors) and Secretarial Standard - 2 (Secretarial
Standard on General Meetings) issued by the Institute of Company Secretaries of India.
Material changes and commitments, if any, affecting the financial position of the
Company
The Board of directors of Company, in its meeting held on 7th April, 2023
has approved, in principle, to exit the Digital Technology Services Segment. This is in
keeping with the repositioning of the overall group strategy to focus on Financial
Technology Services opportunities, mainly through its subsidiary Spice Money and other
group entities.
Shareholders of the Company have also granted their approval for sale/disposal of
investment(s)/ asset(s)/ property(ies)/undertaking(s) on 25th May, 2023 through
postal ballot.
Proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
There is no proceeding pending against the Company under the Insolvency and Bankruptcy
Code, 2016.
Acknowledgements
Your Directors would like to express their grateful appreciation for continued support
received from the Banks, Government Authorities, Customers, Vendors and Members during the
year under review. Your Directors also wish to place on record their deep sense of
appreciation for the committed services of the employees of the Company at all levels.
For and on behalf of the Bo; |
ard of Directors of |
DiGiSPICE Tech |
inologies Limited |
Date: 4th September, 2023 |
Dilip Modi |
Place: Noida |
Chairman |
+91-9892691696
