Spicy Entertainment & Media Ltd Directors Report.

TO THE MEMBERS

SPICY ENTERTAINMENT AND MEDIA LIMITED

Your Directors have pleasure in presenting the Sixth (6th) Annual Report of Spicy Entertainment and Media Limited (hereinafter referred to as "the Company"), along with the Audited Accounts of your Company for the Financial Year ended March 31, 2018. The Financial performance of your Company during the Financial Year ended March 31, 2018, as compared to the previous financial year are summarised below:

Rs. in Lakhs

Particulars Year ended March 31,2018 Year ended March 31,2017*
Total Income 208.07 1596.56
Total Expenditure 182.05 1565.96
Profit Before Taxation 26.02 30.60
Tax Expense 6.56 13.27
Profit for the Period 19.44 17.33
Brought forward from the previous year 44.16 26.83
Surplus carried to Balance Sheet 63.60 44.16

Financial Performance

*Your Company has prepared the Financial Statements for the financial year ended March 31, 2018 under Sections 129,133 and Schedule II to the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016. Due to the applicability of Companies (Indian Accounting Standards) Rules, 2016 for the first time, last year figures i.e. for financial year ending on March 31, 2017 have been revalued, wherever considered necessary.

The Companys total income during the year stood at Rs. 208.07 Lakhs, as compared to Rs. 1596.56 Lakhs in the previous yean The Companys profit before tax is Rs. 26.02 Lakhs during the year, as compared to Rs. 30.60 Lakhs in the previous year. The Company earned a net profit of Rs. 19.44 Lakhs, as against a net profit of Rs. 17.33 Lakhs in the previous year.

Dividend

Your Directors did not recommend any dividend to its shareholders for the financial year 2017-18, 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 account during the year under review. The entire profit earned during the year under review is being carried forward under Profit & Loss Account.

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

There have been no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which 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 or Tribunals impacting the going concern status of the Company and its operations in future.

Risk Management and adequacy of Internal Financial Controls

The Companys Internal Control Systems are commensurate with the nature, size and complexity of its business and ensure proper safeguarding of assets, maintaining proper accounting record and providing reliable financial information. Your Companys Internal Control ensures that all assets of the Company are safeguarded and protected, proper prevention and detection of frauds and errors and all transactions are authorized, recorded and reported appropriately.

Your Company has an adequate system of internal financial controls commensurate with its size and scale of operations, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

Such practice provides reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with the applicable legislations. Your Company also monitors through its Internal Audit Team the requirements of processes in order to prevent or timely detect unauthorized acquisition, use or disposition of the Companys Assets which could have a material effect on the Financial Statements of the Company. The Internal Audit function is responsible to assist the Audit Committee on an independent basis with a complete review of the risk assessments and associated management action plans.

During the year under review, the Internal Financial Control Audit was carried out by the 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 the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder the term of M/s Bandyopadhyay & Dutt, Chartered Accountants, Kolkata, as the Statutory of the Company will conclude from the close of the ensuing Annual General Meeting of the Company.

The Board places on record its appreciation for the services rendered by M/s Bandyopadhyay & Dutt as the Statutory Auditors of the Company.

Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s RAK Champs and Co. LLP, Chartered Accountants, registered with the Institute of Chartered Accountants of India (ICAI) with Firm Registration No. 131094W/W100083, as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013.

Accordingly, the Board recommends the resolution in relation to appointment of Statutory Auditors, for the approval by the shareholders of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer.

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 had appointed Ms. Monalisa Datta, Practicing Company Secretary (Certificate of Practice No. 13580), as the Secretarial Auditor.

The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith 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. 17,00,00,000/- divided into 1,70,00,000 (One Crore Seventy Lakhs) Equity Shares of Rs. 10/- each. At present the Issued, Subscribed and Paid Up Share Capital of your Company is Rs. 16,51,12,500/- divided into 1,65,11,250 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 the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 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 and technology absorption do not apply to this Company as the Company has not carried out any manufacturing activities.

b) Foreign Exchange Earnings and Outgo

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

Directors and Key Managerial Personnel

The Company has a duly constituted Board of Directors which is in compliance with the requirements of the Companies Act, 2013, schedules thereto and rules framed there under and also in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Articles of Association of the Company.

i. Declaration by Independent Directors

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

ii. Non-Independent Director

In accordance with the provisions of Companies Act, 2013, Mr. Anindya Bikas Datta (DIN: 07274171), Director of the Company, is liable to retire by rotation and being eligible, offers himself for reappointment. The Board recommends his appointment with a view to avail his valuable advices and wise counsel.

A brief profile of the above Director seeking appointment/re-appointment required as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be provided in the Notice of Annual General Meeting of the Company.

None of the Directors of the Company are disqualified for being appointed as Directors, as 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

Mr. Vinod Kumar Agarwal (DIN: 08046056) was appointed as Director of the Company with effect from January 11,2018 by the Board of Directors of the Company.

Mr. Sumit Bhoot (DIN: 08120225) was appointed as Director of the Company with effect from April 27, 2018 by the Board of Directors of the Company.

Mr. Anil Kumar Sajjan Kumar Sharma (DIN: 07047852) resigned from the Directorship of the Company with effect from November 21, 2017.

Ms. Diprani Thakur resigned from the post of Whole Time Secretary of the Company with effect from November 21, 2017.

Mr. Abhishek Das (DIN: 07083079) resigned from the Directorship of the Company with effect from February 15, 2018.

Mr. Konthoujam SumeetSingha (DIN: 07359768) resigned from the Directorship of the Company with effect from April 27, 2018. The Board places on record their sincere appreciation and gratitude for the assistance and guidance provided by them during their tenure as Directors of the Company.

iv. Familiarisation Programme undertaken for Independent Directors

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The Director is also explained in detail the various compliances required from him/her as a Director under the various provisions of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. The details of familiarisation programme are available on the website of the Company viz. www.spicyy.in .

Annual Evaluation of Boards performance

Your Company understands the requirements of an effective Board Evaluation process and accordingly 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 Companies Act, 2013, the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI in January 2017, your Company has carried out a Performance Evaluation for the Board / Committees of the Board / Individual Directors including the Chairman of the Board of Directors for the financial year ended March 31, 2018. The key objectives of conducting the Board Evaluation were to ensure that the Board and various Committees of the Board have appropriate composition of Directors and they have been functioning collectively to achieve common business goals of your Company. Similarly, the key objective of conducting performance evaluation of the Directors through individual assessment and peer assessment was to ascertain if the Directors actively participate in Board Meetings and contribute to achieve the common business goal of the Company.

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

The Nomination and Remuneration Committee forwarded their recommendation based on such Performance Evaluation to the Board of Directors. All the criteria of Evaluation as envisaged in the SEBI Circular on ‘Guidance Note on Board Evaluation had been adhered to by your Company.

The Board of Directors

a. Composition and Category of Directors

Your Companys Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom and experience commensurate to the scale of operations of your Company. The Company has a judicious combination of Executive and Non- Executive Directors. As on March 31, 2018. The Board has an appropriate mix of knowledge, wisdom and varied industry experience to guide the Company in achieving its objectives in a sustainable manner. The Board comprised of Four (4) Directors out of which One (1) is Executive Director, One (1) is Non-Executive Director and Two (2) are Independent Directors. The Chairman of the Board is Executive Director.

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

Name Category of Director Directorship in other Public Limited

No. of Board Committees in which Chairman/ Member

Companies Chairman Member
Mr. Anindya Bikas Datta Managing Director/Chairman - - -
Mr. Vinod Kumar Agarwal Non-Executive Director - - -
Ms. Sheetal Suresh Kale Independent Director - - -
Mr. Konthoujam Sumeet Singha Independent Director " - "
Mr. Sumit Bhoot Independent Director - - -
Mr. Anilkumar Sajjankumar Sharma Independent Director - - -

Notes:

1. Mr. Anilkumar Sajjankumar Sharma (DIN: 07047852) resigned from the Directorship of the Company with effect from November 21, 2017.

2. Mr. Vinod Kumar Agarwal (DIN: 08046056) was appointed as Additional (Non-Executive) Director of the Company with effect from January 11, 2018.

3. Mr. Konthoujam Sumeet Singha (DIN: 07359768) resigned from the Directorship of the Company with effect from April 27, 2018.

4. Mr. Sumit Bhoot (DIN: 08120225) was appointed as an Additional Director (Independent) of the Company with effect from April 27, 2018.

5. Directorships exclude Private Limited Companies, Foreign Companies and Section 8 Companies.

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

7. 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 business strategies/policies and review the financial performance of the Company. The notice and detailed agenda along with the relevant notes and other material information are sent in advance separately to each Director and in exceptional cases tabled at the Meeting with the approval of the Board. This ensures timely and informed decisions by the Board. The Board reviews the performance of the Company vis-a-vis the budgets/targets. The necessary quorum was present for all the meetings.

In the Financial Year 2017-2018, the Board met Nine (9) times. The details of Board Meetings held during the year are listed below. The interval between two Meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and as per Regulation 17(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SI. No Date of Board Meeting Total strength of the Board No. of director present
1. April 24, 2017 4 4
2. May 30, 2017 4 4
3. July 10,2017 4 4
4. August 23, 2017 4 4
5. November 21, 2017 4 4
6. December 14, 2017 4 4
7. January 06, 2018 4 4
8. January 11, 2018 4 4
9. February 15, 2018 4 4

Attendance at aforesaid Board Meetings, at last Annual General Meeting of each of the Directors as on March 31, 2018 is given below:

Name of the Director Category of Directorship

Attendance at the Board Meetingfs)

Attendance at last AGM
Held Attended
Mr. Anindya Bikas Datta Managing Director 9 9 Yes
Mr. Vinod Kumar Agarwal Non-Executive Director 9 2 NA
Ms. Sheetal Suresh Kale Independent Director 9 9 Yes
Mr. Konthoujam Sumeet Singha Independent Director 9 9 Yes
Mr. Sumit Bhoot Independent Director 9 - NA

Notes:

1. Mr. Vinod Kumar Agarwal (DIN: 08046056) was appointed as Additional (Non-Executive) Director of the Company with effect from January 11, 2018.

2. Mr. Konthoujam Sumeet Singha (DIN: 07359768) resigned from the Directorship of the Company with effect from April 27, 2018.

3. Mr. Sumit Bhoot (DIN: 08120225) was appointed as an Additional Director (Independent) of the Company with effect from April 27, 2018.

Meeting of Independent Director

In compliance with the requirements of Schedule IV to the Companies Act, 2013 read with Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate meeting of the Independent Directors was held on March 05, 2018, where all the Independent Directors were present. The Independent Directors discussed inter alia, to:

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

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

• Evaluation of the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform 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) are appointed for a period of five years. Other than Managing Director and Independent Directors, not less than two-thirds of the total number of Directors are liable to retire by rotation, out of which one-third shall retire at every AGM and if eligible, 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 framed thereunder, the Independent Directors of the Company were appointed for a period of five years by the Members of the Company at the General Meetings.

A formal letter of appointment setting out the terms and conditions of appointment, roles and functions, responsibilities, duties, fees and remuneration, liabilities, resignation / removal, etc., as specified under Schedule IV to the Companies Act, 2013 has been issued to each of the Independent Directors subsequent to obtaining approval of the Members to their respective appointments. The terms and conditions of such appointment of the Independent Directors are also made available on the website of the Company at www.spicyv.in .

In compliance with Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 read with the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), the required information about the Directors proposed to be appointed / 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 accordance with the requirements of Companies Act, 2013. Details of all the above Committees along with 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 Board in terms of the requirements of Section 177 of the Companies Act, 2013 and Rules framed thereunder read with Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The Audit Committee of the Company meets every quarter and inter alia, to review the financial results for the half yearly/yearly ended before the same are approved at Board Meetings, pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. The Audit Committee may also meet from time to time, if required.

Audit Committee of the Board of Directors ("the Audit Committee") is entrusted with the responsibility to supervise the Companys internal controls and financial reporting process. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Accounts, etc. It functions in accordance with its terms of reference that defines its authority, responsibility and reporting function.

Composition of the Committee, Meetings and Attendance

The Audit Committee consists of two Independent Directors and one Executive Director. Mr. Abhishek Awasthi, Independent Director is the Chairman of the Audit Committee. The Company Secretary acts as the Secretary to the Committee.

The Audit Committee met Four (4) times during the Financial Year 2017-18. The maximum gap between two Meetings was not more than 120 days. The Committee met on May 30, 2017, August 23, 2017, December 13, 2017 & February 14, 2018. The requisite quorum was present at all the meetings. The Chairman of the Audit Committee was present at the Annual General Meeting of the Company.

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

Name Category Designation

Meeting(s)

Held Attended
Mr. Konthoujam Sumeet Singha Independent Director Chairman 4 4
Ms. Sheetal Suresh Kale Independent Director Member 4 4
Mr. Anindya Bikas Datta Managing Director Member 4 4
Mr. Sumit Bhoot Independent Director Member - -

Notes:

1. Mr. Konthoujam Sumeet Singha (DIN: 07359768) resigned from the Directorship of the Company with effect from April 27, 2018.

2. Mr. Sumit Bhoot (DIN: 08120225) was appointed as an Additional Director (Independent) of the Company with effect from April 27, 2018.

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 considers necessary.

Terms of Reference

The Audit Committee reviews the Reports of the Internal Auditor and the Statutory Auditors periodically and discuss their findings. The role of the Audit Committee is as follows:

a. Oversight of the Companys financial reporting process and the disclosure of its information to ensure that the financial statements are correct, sufficient and credible;

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

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

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

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

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

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

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

• Compliance with the Listing Regulations and other legal requirements relating to financial 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 the board for approval.

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

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

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

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

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

k. Discussion with statutory auditors before the audit commences, about the nature and scope 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 depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

m. To review the functioning of the Whistle Blower mechanism, in case if the same is existing.

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

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

p. Mandatorily reviews the following information:

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

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

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

• Internal audit reports relating to internal control weaknesses; and

• The appointment, removal and terms of remuneration of the Chief internal auditor shall 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, right issues, preferential issues etc.) on a half yearly basis as a part of the half yearly declaration of financial results. Further, review on annual basis statements prepared by the 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 the Board 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 and operations;

• 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 Remuneration Committee of the Board in terms of the requirements of Section 178 of the Companies Act, 2013 and Rules framed thereunder read with Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

Meeting and Attendance

The Committee met once during the financial year 2017-18 on January 03, 2018. The requisite quorum was present at the Meeting. The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company. The table below provides the attendance of the Nomination & Remuneration Committee.

Name Category Designation

Meeting(s)

Held Attended
Ms. Sheetal Suresh Kale Independent Director Chairman 1 1
Mr. Konthoujam Sumeet Singha Independent Director Member 1 1
Mr. Abhishek Das Director Member 1 1
Mr. Vinod Kumar Agarwal Director Member - -
Mr. Sumit Bhoot Independent Director Member - -

Notes:

1. Mr. Vinod Kumar Agarwal (DIN: 08046056) was appointed as Director of the Company with effect from January 11, 2018.

2. Mr. Konthoujam Sumeet Singha (DIN: 07359768) resigned from the Directorship of the Company with effect from April 27, 2018.

3. Mr. Sumit Bhoot (DIN: 08120225) was appointed as an Additional Director (Independent) of the Company with effect from April 27, 2018.

4. Mr. Abhishek Das (DIN: 07083079) resigned from the Directorship of the Company with effect from February 15, 2018.

Terms of Reference

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

> The committee recommends to the board the compensation terms of the executive directors.

> The committee to carry out evolution of every directors performance and recommend to the board his/her appointment and removal based on the performance.

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

> Framing and implementing on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of executive directors including ESOP, Pension Rights and any compensation payment.

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

> Ensuring the remuneration policy is good enough to attract, retain and motivate directors.

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

Remuneration Policy

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

Details of Remuneration to ail Directors

The details of remuneration paid to the Directors for the year ended March 31, 2018 are as under:

Name Designation Salary Perquisites Sitting Fees Total
Mr. Anindya Bikas Datta Managing Director 96,500 - - 96,500
Mr. Konthoujam Sumeet Singha Independent Director - - - -
Ms. Sheetal Suresh Kale Independent Director - - - -
Mr. Vinod Kumar Agarwal Director 50,000 - - 50,000
Mr. Abhishek Das Director 75,000 - - 75,000
Mr. Anilkumar Sajjankumar Sharma Independent Director - - -

Notes:

1. Mr. Vinod Kumar Agarwal (DIN: 08046056) was appointed as Director of the Company with effect from January 11, 2018.

2. Mr. Konthoujam Sumeet Singha (DIN: 07359768) resigned from the Directorship of the Company with effect from April 27, 2018.

3. Mr. Sumit Bhoot (DIN: 08120225) was appointed as an Additional Director (Independent) of the Company with effect from April 27, 2018.

4. Mr. Abhishek Das (DIN: 07083079) resigned from the Directorship of the Company with effect from February 15, 2018.

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

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

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

> Service Contracts, notice period, severance fees- Not Applicable

> Stock options details, if any and whether the same has been issued at a discount as 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 the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting & Attendance

The Committee met Four (4) times during the financial year 2017-18 on May 30, 2017; August, 23, 2017; December 13, 2017 and February 14, 2018. The constitution of the Stakeholders Relationship Committee of the Board of Directors of your Company along with the details of the meetings held and attended by the members of the Committee during the Financial year 2017-18 is detailed below:

Name Category Designation

Meeting(s)

Held Attended
Mr. Anindya Bikas Datta Managing Director Chairman 4 4
Mr. Konthoujam Sumeet Singha Independent Director Member 4 4
Ms. Sheetal Suresh Kale Independent Director Member 4 4
Mr. Vinod Kumar Agarwal Director Member - -

Notes:

1. Mr. Konthoujam Sumeet Singha (DIN: 07359768) resigned from the Directorship of the Company with effect from April 27, 2018.

2. Mr. Vinod Kumar Agarwal (DIN: 08046056) was appointed as Director of the Company with effect from January 11, 2018.

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

The Secretarial Department of the Company and the Registrar and Share Transfer Agent, M/s Maheshwari Datamatics Private Limited attend to all grievances of the shareholders received directly or via any other authority. The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings.

Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the Investors. Shareholders are requested to furnish their updated 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 June 3, 2011, the Company has obtained exclusive User Id and Password for processing the investor complaints in a centralized web-based SEBI Complaints Redress System - SCORES. This enables the investors to view online the action taken by the Company on their complaints and current status thereof, by logging on to the SEBIs website www.sebi.gov.in.

No shareholder complaints were lying unresolved as on March 31, 2018 under SCORES.

It is confirmed that there was no request for registration of share transfers / transmissions lying pending as on March 31, 2018 and that all requests for issue of new certificates, sub-division or consolidation of shareholdings, etc., received upto March 31, 2018 have since been processed. The Company has an efficient system in place to record and process all requests for dematerialization and re-materialization of shares of the Company through National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL).

Whistle Blower Policy/Vigil Mechanism

In terms of provisions of Section 177 of the Companies Act, 2013 and Rules framed thereunder read with Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, your Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be communicated. For this purpose, your Board adopted a Whistle Blower Policy which has been uploaded on the website of the Company at www.spicyv.in.

Policy on Prevention of Sexual Harassment of Women at workplace

The Company as an organization is committed to provide a healthy environment to all employees and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) 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. Your Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the Organization.

No complaints were received during the financial year 2017-2018.

Particulars of Loans, Guarantees and Investments

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

Related Party Transactions

During the financial year ended March 31, 2018, all transactions with the Related Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in the ordinary course of business and at arms length basis. Your Company does not have a Material Subsidiary as defined under Regulation 16(1) (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Board shall formulate a Policy to determine Material Subsidiary as and when considered appropriate in the future.

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

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

Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arms length basis, therefore details required to be provided in the prescribed Form AOC - 2 is not applicable to the Company, Necessary disclosures required under the Ind AS 24 have been made in the Notes to Financial Statements.

As required under Regulation 23 of the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Related Party Transactions Policy which is available at the website of the Company viz. www.spicvv.in.

Disclosure relating to remuneration of Directors, Key Managerial Personnel and Employees:

A statement containing the details of the Remuneration of Directors, Key Managerial Personnel (KMP) and Employees as required under Section 197(12) of the Companies Act, 2013 read 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. 60,00,000/- (Rupees Sixty Lakhs) per annum or part thereof in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Corporate Governance

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is disclosed in this Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the Corporate Governance voluntarily.

Management Discussion & Analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 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 applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General 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 statutory modification(s) or reenactments) for the time being in force), the Directors of your Company confirm that:

> in the preparation of the Annual Accounts for the financial year ended March 31, 2018, 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 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 March 31, 2018 and of the profit & loss of the Company for the Financial Year March 31, 2018;

> the Directors have taken proper and sufficient care for the maintenance of adequate 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 and other irregularities;

 

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

> proper internal financial controls laid down by the Directors were followed by your Company and that such internal financial controls are adequate and operating effectively; and

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

Acknowledgement

Your Directors take this opportunity to convey their appreciation to all the members, listeners, advertisers, media agencies, dealers, suppliers, bankers, regulatory and government authorities and all other business associates for their continued support and confidence in the management of the Company.

Your Directors are pleased to place on record their appreciation of the consistent contribution made by employees at all levels through their hard work, dedication, solidarity and co-operation and acknowledge that their efforts have enabled the Company to achieve new heights of success.

For and on behalf of the Board
Anindya Bikas Datta Vinod Kumar Agarwal
Place: Kolkata Managing Director Director
Date: May 30, 2018 DIN:07274171 DIN:08046056