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Enteftanmentand MedE Ltd
N ovember 23,2017
The SecretaryDepartment of Corporate ServicesBSE LimitedPhiroze Jeejeebhoy Towers, 1s! Irloor,DalalStreet, Fort,Mumbai - 400001
Scrip Code: 540084
Subt Submission ofAnnual Report for the FY 2016-17
Dear Sir/Madam
Pursuant to reglllation 34 of the SEBI Il,isting 0bligations and l]isclosLrre l{cquirerncntsJ
Regulations, 2015, please find enclosed herewith the Annual llepoft oi M/s Spicy
Eniertainment and Media Limited for the Financial Ycar 2016 17 lor your reco|ds rnd
teference.
'Ihis is for your information and record
Thanking you
Yours faithfully
For Spicy Entertainment and Media Limited
Spiiy Enl|;ri., r ii:,ii !,.C ii:{di3 l-iii;ied
SPICY EIITERTAI METT AilD I.IEDIA UI.IITEDcllt u221l9wB20l2Pt(18831?
68, [.]( thatterjee load ([arba), Rarh B.hai ftnneclor
3fd floor, tolkata-?oo 042, Wr( B.ngal
Ttl: +91 88105 00005,88204 00004
t.mail lD.: [email protected]
Web!it.: Y {w.sPiqy.in
DirectorDrN - 07083079
-
SPICY ENTERTAINMENT AND MEDIA TIMITED
ANNUALAUDIT REPORT
For the year ended 37sr Morch, 2o77
From:BANDYOPADHYAY & DUT|Chdftered Accountdnts30/7/7 Basudevpur Rosd, 7d Floor
Kolkota - 70$)67
soARD Or nlnscrons
colrpeNv sEcnsreRv
AUDITORS
REGISTERED OFFICE
REGIS-TMR & SHARE TMNSFER AGENTS
DAY, DATE & TIME
BOOK CLOSURE
olRgcroRs' ngpoRt
M -' - --ANAGEMEM DIScussloN & ANALYSIS
tN-' - --NlsPENoENTAUolroRS'REPoRT
BALANCE SHEET
casg rlow stntrl'te Nr
NOrgs ro rHg eccouurs
COMPANY INFORMATION
Mr. Anindya Bikas Datta
Mr. Abhishek Das
Mr. Anil Kumar Sajjan kumar Sharma
Mr. Konthoujam Sumeet Singha
Ms. Sheetal Suresh Kale
Ms. DipraniThakur--t
M/s. BandYoPadhYaY & Dutt
Chartered Accountants30/1/1, BasudevPur Road, 1'! !'loor
Kolkata-700061, West Bengal
bB, R.K. Chdlreriee RoJLI lKJsbal I{rsh It"narr
Connector,3rd Floor Kulkdtd - 700042 Wrsl
1.)Axis Bank2) HDFC Bank
Bengal.
West BengalPh -033 -22 48 22 48 1 22 43 5 0 29
Fa* 033'224847 84
Email :mdPldc@Yahoo com
tutTt tutit1".n*rfl Dat.rmatics Pvt Ltd
6 Mangoe Ldne 2nd Floor Kulk'rta -70000I
M"t d")t 18" S"pt"tber,2017 at 4 00 l'l\4
oB R.K. Chatterjee Rtr.rolKd'l)-ll{ r h lt|r"rr:
iinn".toi,,ra i',o., Kor(atr Tu0rr4l Wesr rr' rrt l
la -.. -.. --on
aav t t' septe.be r, 2 0 l 7 ro \y' o n o a v l tr r
Seplember, 20 1 7 l Both days 'nclusr\ el
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STETSMENT OP PNOFIT & LOSS
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DIRECTOR'S REPORT
TO THE MEMBERS
i"tcv rNrs*'ottlMENT AND MEDIA LlMlrED
your Directors are pleased to present the Fifth (5thJ Annual Report together with the Audited Accounts
-of your Company for the Financial y"" "nO"a
March 31' 2077 The Financial performance oI yolrr
Company during the Financial Year e'n'Jea uarch :f' 2017' as compared to the previoLrs financiill yeaf
are summarised below: (Rs. in Lakhs)
Total ExPenditureirofit Before Ta\ation
Su '-tptu..3q414qqqq1qqqP91
Frofit for the PeriodBrought forward from
Year ended March3L,2017
1593.06 --1C6q q6
, 27 .10
| 72.22I 14.88
26.a3
Ear ended March31,2016
_ ?.4t8!.214.4\t-i rrl -
| "" L'I 10.58
L 1.854.9126.B341.7 A
COMPANY PERFORMANCE
The Company's Total lncome duringtheyeatis Rs 1593 06 Lakhs"as compared to Rs 24684 l'al<hsrn
the previous year. Tt "
co'npun/' ptoii't'O"iot" t""tt Rs 27 10 Lakhs during the year' as compared to
Rs. 32.43 Lakhs in th" p."u,ou, y""r.-rt Jio.p"nv ""*"a a net profit of Rs. 14.88 Lakhs, as against a
net profit of Rs. 21.85 Lakhs in the prevrous year'
DIVIDEND
ln order to maintain a healthy capital adequacy ratio to slppor:^l:lg, term urowth of (lompany'
0i.".,*. n"s "0,
."tommended any Dividend for the Financi alYeat 2016-17
AMOUNTS PROPOSED TO CARRY TO THE RESERVES
The Company has not transferred any amount out of the
;;;."t review. The entire profit earned during the
under Profit & Loss Accounl
profit earned to rcscrve account dLrrlng thc
year undef review is belng carried ibr$'ard
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
oiiuE nn,lr.lcr,lr YEAR AND DATE oF REPoRT
There have been no material changes and commitments, affecting the financial position ofthe company
which have occurred between the "lr;;;;" financial year of the Companv to which the financial year
relate and the date ofthis report'
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant matenar .rders passed by the Regulators or corrrts or'l'rjbunals inlpactlng
ii" *"t"* ."**t*tatus of the Company and its operatjons in future
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INITIAL PUBLIC OFFER
The Company came out with the Initial Public Offer [lssueJ to meet the business needs of the Company
The Issue ofthe Company was closeo on September 7, 2016 which received an overwhelming response
liom retail as well as non-Ietail investors. The lssue was duiy subscribed and the allotment was
finalized in consultation with the Bombay stock Exchange Limited, The company allotted fully paid up
48,20,000 Equity Shares of Rs. 10/- per share The Equity Shares of the Company were listed and
admined to deaLings on the Small and Medium Enterprise Platform of Bombay Stock Ilxchange l'imited
with effect ftom September 15, 2016.
SHARE CAPITAL
subsequentto the aforesaid the Authorised shale capital ofyour company stands at Rs 17'00'00'000/-
divided into 1,70,00,000 Equity Shares of Rs 10/- each At present the Issued' Subscribed and Paid tJp
Share Capital ofyourCompanyis Rs 1-6,57,72,500/- divided into 7'65'I\'250 Equity Shares of Rs 10/-
each, fully paid-up.
USE OF PROCEEDS
The proceeds from the Issue of the company
purpose for which they were raised and there
have been utilized / are in process of utilization for the
is no deviation in the utilization of proceeds
nature, size and comPlcxity ol its
proper accounting recoro and
ADEQUACY OF INTERNAL CONTROLS
The Company's Internal Control Systems are commensurate with the
business and ensure proper safeguarding of assets, maintaining
providing reliable financial information
The Directors have laid down internal financial controls to be followed by the Company and sucn
policies and procedures have been adopted by the Company for ensuring the orderly and efflcient
conduct of its business, including adherence to Company's policies' the safeguarding of its assets' the
prevention and detection of frauds and errors, the accuracy and completeness of rhe accounhng record
and the timely preparation of reliable financial information
An external independent firm carries out the internal audit of the company operations and reports rts
findings to the Audit Committee on a reguiar basis lnternal Risk and Control function also evaluates
organisational risk along with controls iequired for mitigating those risks lnternal Audjt provides
assurance on functioning and quality of internal controls along with adequacy and effectivcness
through periodic rePorting.
The Company has a Code of Business Conduct for all employees and a clearly articulalccl and
internaliz;d delegation of financial authority. These authority levels are periodically reviewed by
management and modifications, if any, are submitted to the Audit Committee and Board for approval
The Company also takes prompr action on any violations of the Code of Business Conduct by its
employees.
The Audit Commlttee reviews the effectiveness of the internal control system dnd also invites scnior
management personnel to provide updates on operating effectjveness and controls from time to tlme n
clo/iro ceriificate signed by the Managing Director of the company 'onfirms the existence and
effectiveness of internal controts and reiterates their responsibilities to report deficiencies to the n udit
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;.-"-tt" ^-- t"*tt* also reviews the Risk management framework perrodically and
Du nq the year under review' the Internal Financial Control Audit was carried out by the Statutory
ilffi.,,jt,:,;;, of which is formins part of this Annual Report
DEPOSITS
Durinstheyearundel,""lll:llllLTJJil"['#nTil::,il:,l;H;:1,'ljnil::;;??:"""'""73 ofthe ComPanies Act,2013 read \
ensures it is updated and relevant'
AUDITORS
i. STATUTORY AUDITORS
M/s Bandyopadhyay & Dutt' Chartered Accountants' [Firm Registration No.325116E)' Statubfy
Auditors ofthe company, who "'t -i "iit"
t"tiitrt" tonau'ion of the Annual General Mceting of
;:';ffi ;i; -;;
::1t y :::1,.1:-';: lt**; $;,:,"'.-;:j:,:T ;";:: T:il"l: i:J'"' il:confirmed their eligibility to the ell
;:il'il ;;;;t ffieriue ect ana trrat trev are not disquaiified for re-appointmenL
The statutory Auditors of the company have not reported any ftaud_as.specified under the second
oroviso of Section 14: tfZl of tne comf'ani"' ett' ZOf: (including any statutory modificationlsl or re-
enactment(s) for the time being in Force)'
The Notes on financial statement referred to in the Auditors Report are sell explanatory and do not
call for any further cott"nt' rn" eitaiio" R"po't do"t not contain any qLralification reservation or
adverse remark.
ii. SECRETARIAL AUDITOR
ln terms of Section 204 of the Companies Act' 2013' t"jd *l* t::,t-:toanies (Appointment and
Remuneration ofManug"tiut p"ttonn'"ij Ruies' 2014 the comp^any had- appointed Ms Monaljsa Datta'
Practicing Company S"tt"tuty lc"tttfiiute of practice no f:SB0J' as the SecretarialAuditor'
The Secretarial Audit Report for the financial year ended March 31' 2017 is annexed herewith as
lAnnexure-A] to this report
DETAILS OF SUBSIDIARY/ IoINTVENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiary/joint ventures/associate companies
SHIFTING OF REGISTERED OFFICE
;;;;,0"."."0u,,"."n,u"1I""l'l'l:,:l:'",'*"l'JJiii"I';liiiiXiliiilI';ll'lff :lfl :""fi:'ih:':ff",H'T:$y::{dj:::""'lii"; *TJ"l'illl J".iilT;ili"IlJ'i ;reeistered office of the companv was-sntlre(;:;::;;6;-;;J
lrasua; nastr Behari connector, 3"r
40"8, Koltr,u - 700001, west Bengal . , ". . c-^- r,r^-"r. 1( 7o17
;i"l.)ffi:l" ;ffi, *"'iu""t"r *nl "rrect
rrom March 15' 2017
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EXTRACT OF ANNUAL RETURN
TheextractofAn[ualReturnispreparedinFormMGT-9aspertheprovisionsofrheCompaniesAct,2013 and Rule 12 ofthe Companies (Management and Administrationl Rules' 2014 and thc sanle rs
annexed herewith as lAnnexure-B] to this Report
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
a) Particulars ofconservation of Energy' Technology Absorption
The Provisions of Section 134(mJ of the Act relating to conservation of energy anLl technology
absorption do not apply to this company as the Company has not carried out any manufactLlring
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
in compliance with the requirementsYour Company has a duly constituted Board of Directors which is in compllance wrtn rne I eq urr u"'c,Lr
^^L^r',r^. iLdrar^ ,'rt nrles framed there under and also in terms of theof the Companies Act, 2013, schedules thereto and rules framed
(Lrsl.ing ubllgarrons anu u (LU\u 'paotoi"*'"f the Securities and Exchange Board of lndia (Listing Obllgatlons ano u
"n1q "..i nr.wicions ofthe Articles ofAssociation ofthe CompanyRequirements) Regulations, 2015 and provisions ofthe Articles
a) Declaration by lndependent Directors
All the lndependent Directors have given a declaration that
laid down under Section 149t6) of the Companies Ac! 2013
as per Secu ties and Exchange Board of Indiallisting
Regulations, 2015 In the opinion ofthe Board' they fulfil the
the Act and the rules made there under'
b) FamiliarisationProgramme
they meet the criteria of Independence as
read with the rules made there under and
Obligations & Disrlusure Requlr'mt'nls)
conditions oflnclependence as specified in
The Independent Directors are familiarised with the Company' their roles' rlghts' responslbillfies 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' thc
terms of appointment, dutles, responsibilities and expected time commitments The Director is also
explained in detail the va ous compliances required from him/her as a Djrector under the varlous
provisions of the Compuni". Att, zorl, iecurities and Exchange Board of India IListing obligations and
Disclosure Requirements.) Regulatlons, 2015 The details of familiarisatjon programme are availabic on
the website oflhe Company viz www spicyy in'
c) Non-lndePendentDirector
In accordance with the provisions of Companies Act' 2013' Mr' Abhjshek Das IDlN:070ti3079)' I)ircctor
ofthe Company, is liable to retire by rotation and being eiiSible' offers himseli fol rc'appoiDlrllcnL 'L hc
Board recommends his appolntment with a view to avail his valuable adviccs and wisc counscl'
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A b ef profile of the above Director seeking appointment/re-appointment required as per Securjties
and Exchange Board of lndia [Listing Obligations and Disclosure Requirements) Regulations' 2015 wi]l
be provided in the Notice ofAnnual General Meeting ofthe Company
'llone of the Directors of the Company are disqualified for being appointed as Directors' as specified in
section 164 {21 of the companies Act, 2013 and rule 14[1] of the companies lAppointment and
Qualification of Directors) Rules, 2014
d) Changes in Directorship/Key Managerial Personnel during the year
During the year under review Ms. Sheetal Suresh Kale (DlN: 07762409) was appointed as Additional
Director of the Company by the Board at their meeting held on M arch 15' 2017
Ms. Diprani Thakur was appolnteo as Whole Time Secretary and Compliance Officer of the Company by
the Board at their meeting held on June 01,2016
Ms. Debosmita Ghosh Dastidar (DlN: 070275471 resigned from the directorship ol the compJny wilh
effect from March 15, 2017.
Ms. Neha Barnwal, Whole Time Secretary and Compliance Officer of the Company resigned wjth effect
from May 31,2016.
Mr. Nitesh Agarwal, Chief Financial Officer [CFO) of the Company resigned with effect from November
15,2016.
The Board places on record their appreciation and gratitude for them for the as\LsLanLe anLi gLrrJanee
provided by them during their association with the Company
ANNUAL EVALUATION OF BOARD'S PERFORMANCE
Pursuant to the provisions of Section 178 of the Companies Act' 2013 and the Securities and Exchange
Board of India (Listing Obligations and Disclosure RequirementsJ Regulations 2015' evaluation of all
Board members is clone on an annual basis. The evaluation is done by the Board' Nomination and
Remuneration Committee and lndependent Dilectors with specific focus on the performance and
effective functioning ofthe Board and lndividual Directors such performance evaluation process lvas
formulated in consultation wjth the Nomination and Remuneration Commrttee and allproved by the
Board. The performance evaluation, thus, included the iollowing:
a)
b)
Criteria for evaluation ofBoard ofDirectors as a Whole
The frequencY of meetingsi
The length ofmeetings;
The number ofcommittees and their rolesi
The flow ofinformation to board members and between board members;
The quality and qua ntity oI informdtioni
The disclosure of information to the stakeholders'
Criteria for evaluation ofthe Individual Directors
Ability to contribute and monitor corporate governance practices;
Ability to contribute by introducing best practices to address top management issues;
Participation in long term strategic planning;
.commitmenttothefulfilmentofDilectolobligationsandfiduciaryresponsibilities;
. Guiding strategy;
. Monitoring management performance and development;
. Statutory compliance & Corporate Governancej
. Attendance and contribution at Board/Committee meetings;
. Time spent by each of the member; and
. Core competencies.
The Directors expressed their satisfaction over the evaluation process and results thereol
THE BOARD OF DIRECTORS
a) Composition and category of Directors
The Board is broad-based and consrsts of eminent individuals from Industriai' Managerial' Financial
and Marketing background The Company is managed by the Board of Directors in co-ordindtion with
the Senior Management Team The composition and strength of the Board is revjewed fiom tlme to
time for ensuring that it remains aligned with statutory as weli as business requlrements
The Company has a judicious combination of Executive and Non-Executive Directors As on March 31'
2017, the Board comprised of Five {5) Directors out of which Two (21 are Executive Director' Three [3 ]
are Non-Executive Directors. The Chairman ofthe Board is Executive Director'
The details of each member of the Board along with the number of Directorsh'p/Commjttee
Membership are given below:
No. of tsoardCommittees in whichChairman/lUember,Chairman Member
Name Category of Director Directorship inother PublicLimitedCompanies
Mr. AnindYa Bikas Datt3 Managing Director
Mr. Abhishek Das Executive Director
Mr. Anil Kumar Sajjan KumarSharma
Independent Djrector
Mr. Konthoujam SumeetSingha
lndependent Djrector
Ms. SheetalSuresh Kale Additional Director
Ms. Sheetal Suresh Kale [DIN: 07762409) was appointed as Additiona] Director of the Company
with effect from March 15, 2017 by the Board of Directors'
tlr. n"Uor.it, Ghosh Dastidar (DlN: 07027547J resigned from the dircctorship of thc company
with effect ftom March 75,2017.3. Directorships exclude Private Limited Companies, Foreign Companies and Section B Companies'
a. if,uii.un.},ip/f'a"mbership 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 ot more than ten Board-level Committees or Chairman of more than five
such Committees.
None of the Directors are inter-se related with each other'
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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 exccptional
cases tabled at the Meeting with the approval of the Board This ensures timely and jnformed decisions
by the Board. The Board reviews the performance ofthe Company vis')-vis the budgets/targets'
The necessary quorum was present for all the meetings
lntheFinancialYeat20:16-20:r',theBoaldmetTen[10Jtimes'ThedetailsofBoardMeetjngsheldduring the year are listed below. The interyal between two Meetings was well within the maximum
p".ioi rn"niion"d under Section 173 of the Companies Act' 2013 and as per Regulation 17[2] of the
Securities and Exchange Board of lndia [Listing Obligations and Disclosure Requirements) Regulations'
2015.
sl. No Date ofBoard Meeting T6trl strensth ofthe Board No. of directors Present5 5
1. Iune 0L,20165
42. luly 18,2016 5
3. Iulv 19, 2016 5
5 44. Ausust 16,2016
55. SeDtember 12,2016 q
5 56. November 14,2016
+7. November 15,2016 5
5 5B, lanuary 6, 2017
.J9. February 14,2017 9
410. March 15,2017
Attendance at aforesaid Board Meetings,
March 31, 2017 is given below:
at last Annual General Meeting of each of thc Directors as on
1. Ms. Debosmita Ghosh Dastidar (DlN:07027547) resigneci from the djrectorship ofthc company
with effect from March 15' 2077
2. Ms. Sheetal Suresh Kale (DINr 07762409J was
with effect from March 75,2017 '
MEETINGS OF INDEPENDENT DIRECTOR
appointed as Additional Director of thc Company
Name of the Director Category of DirectorshiPAttendance at theBoard Meeting(4
Attendanceat last AGM
Held Attended10 Yes
Mr. Anindva Bikas Datta Mrnasinp Director10 ,Yiq
YesMr. Abhishek Das Executive Directorlndependent Director 10 10Mr. Konthoujam Sumeet
Singha5nr. Anil K,rmrr S:iian Kumal lndependent Directol 10
hdPncndent Director 10 9Ms. DebosmitaGhoshDastidar
10 NAMs. Sheetal Suresh Kale Additional Director(Non-
Executivel
During the year under review, the lndependent Directors met on February 14' 2017' inter alra' to:
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Evaluate performance of Non-lndependent Directors and the Board of I)irectors as a wnole;
Evaluate performance of the Chairman of the Company' takjng 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 pelform its dutres
All the lndependent Directors were present at this Meeting'
COMMITTEES OF THE BOARD
The Company has constituted/re-constituted various Board level committees in accordance with the
."qui."m"nts of CoInpanies Act, 2013 Details of all the above Committees along with the composrtron
and meetings held during the year under review are provided below
AUDIT COMMITTEE
Composition:
Audit committee of the Board of Directors ["the Audit Committee"J is entrusted with the responsjbility
to supervise the Company's internal controls and financial reporting process The composrtron'
quorum, powers, role and scope are ln accordance with Section 177 of the Companies Act' 2013 and the
i.ouirion, of Regulation 18 of Securities and Exchange Board of lndia llisting ob|gatrons and
Disclosure Requirements.) Regulatlons, 2015 All members of the Audit Committee are hnanclally
literate and bring in expertise in the fields of Finance' Taxation' Accounts' et' lt functions rn accoroancc
with its terms of reference that defines its authority, responsibility and reporting function
Meetings and Attendance
The Audit Committee met five times durjng the Financial Year 201-6-17 The maxtmum gap befween
two Meetings was not more than 120 dajs The Committee met on April 18' 2016' July 18' 2016'
November 14,2016,lar ary 06, 2017 and March 6' 2017 The requisite quorum was present at all the
meetings. The Chairman of the Audit Committee was present at the Annual Ceneral Meeting of the
Company.
The Table below provides the attenddnce ot the Audit Committee members'
Designation Meeting[s.)Held AttendcalName CategorY
Independent Director
il."..,1"rt Dircctor
Mr. Anil Kumar Sajjan Kumar
Sharma
Lnallrrrdrl
--M -"mller 5 (Ms. Debosmita Chosh Dastidar
M'n:oino Director Member 5 5Mr. Anindya Bikas Datta Member I 5 N.A,Ms. Sheetal Suresh Kale Additional DirectortNon
Executivel
Notes:
1. Ms. Debosmita Chosh Dastidar [DlN: 07027547] resigned from
with effect ftom March 75,2017 '
the directorshiP of the ComPany
of the ComPanY2. Ms. Sheetal Suresh Kale [DIN: 07762409J was appointed as Additional Director
with effect from March 75,2077
The Audit Committee is empowered, pursuant to its terms of reference inter ana'
1. To investigate any activity within its terms ofreference
2. To seek information ftom any employee
3. To obtain outside legal or other professional advice
4. To secure attendance of outsiders with relevant expertise' ifit considers necessary'
5. Oversight of the Company's tinancial reporting process and.the disclosure of its information to
ensure that the Financial Statements are iorrect' sufficient and credible;
6. Recommending to the Board, the appointment' reappointment and' if required' the replacement or
removal ofthe statutory auditors, fixing ofaudit fees
7. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors.
B. 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 rncluded rn the
Uoura', *"io., "t
O"r Section 134(3)(cJ ofthe Companies Act' 2013;
Changes, ifany, in the accounting policies and practices and the reasons for the same
Major accounting entries lnvolvlng estimates based on the exercise of judgment by
management.
i,r.,ti."n, ,Ol"rt-"nts made in the Financial Statements arising out of audjt findings;
Compliance with the Listing Regulations and other legal requircmcnts relating to I;inancral
Statements;. Disclosure ofany related party transactions; and
. Qualifications in the draft audit report' ifany
9. Reviewing, with the management' the financial statements before submission to the board for
approval.
l0.Reviewing,withthemanagement,thestatementofuses/applicationoffundsraisedthlougnanissue [public issue, rights rssue, preferential issue' etc ]' the statementof funds utilized for purposes
other than those statea in tne one"r docu.".Vprorp"attt/totice and the report submitted by the
monitoring agency monitoring tlt" "tili'"itrr'Jf ptoceeds of a public or rights issue' and making
"pp."p.i"i" i".".-endations to t}re Board to take up steps in this matter'
11. Reviewing, with the management' performance of statutory and internal auditors' and adcquacy
ofthe internal control systems
12. Reviewing the adequacy of internal audit function' if any' including the structure ol the Inturnal
'" ;;t;;;;il;";;, siatring, and seniority of the official heading the department' reporting structure
coverage and frequency ofinternal audit'
13'Discussionwiththeintemalauditorsanysignificantfindingsandfo]low-upthereon;
14. Reviewing the findings of any rnternal investigatio^: bI th" ]i:-Til auditors Intu mrtte'\ where
there is suspected fruua o' rrt"guittitf or a faiiure of iniernal control systems of a material nature
and reporting thematter to the board
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77.
18.
19.
20.
27.
22.
23. Review the use/application of funds raised through an issue (publjc issues rrghr issues'
preferential it.ues Lic.) on a half yearly basis as a part of the half yearly declaration of financial
iesults. Further, review on annual basis statements prepared by the Company for funds utilized for
-t15. Discussion with statutory auditors before the audit commences, about the naturc and scopc ol
auditas well as post-audit discussion to ascertaln any area ol concern'
16. To look into the reasons for substantial defaults in the payment to the depositors' debenture
holdem, shareholders [in case ofnon-payment ofdeclared dividends) and creditors
To reviewthe functjoning ofthe Whistle Blower mechanism, in case if the same is existing'
Approval of appointment of CF0 (i e, the whole-time Finance Director or any other person neaorng
the fitrance function or discharging that functionl after assessing the qualifications, expe ence &
background, etc. ofthe candidate
Carrying out any other function as mentioned in the terms ofreference ofthe Audit Committee
Mandatorily reviews the following information:
Management discussion and analysis of financial condition and results of operations;
Statement of significant related parry transactions (as defined by thc audit committcc)' subm itted
bymanagement;. Management letters / letters of internal control weaknesses issued by the statutory auditors;
. Internal dudit reports relating to internal control weaknesses; and
. The apDointmen! removal and terms of remuneration oi the Chief internal auditor shall be
subject toreview by the Audit Committee.
Review the Financial Statements of its Subsidiary Company, ifany'
Review the composition of the Board of Directors of its Subs'diary Company, if any
purposes other than those stated in the offer document
24. In addition, to cally out such other functions/powers as may be delegated by the lloard to lhe
Committee from time to time
NOMINATION AND REMUNERATION COMMITTEE
Composition
The role of the Nomination and Remuneration committee is governed by its chartel and its
composition is in compliance with the provisions of Section 178 of the Companies Act, 2013 and
Regulation 19 of Securities and Exchange Board of India IListing obligations and Di5c]osure
Requirementsl Regulations, 2015
Meeting and Attendance
The Committee met three times during the financial year 2076-17 on May 31, 2016' and l\4arch 06'
2077. The requisite quorum was present at the Meeting The Chairman t)f rhe NomlnJti')n JnLj
Remuneration Committee was present at the last Annual General Meeting of the Company lhe table
below provides the attendance ofthe Nomination & Remuneration Committee
I
l
Designation
Chairmanndent DirectorMs. Debosmita Ghosh Dastidqllndependent Director N4emberMr. Anil Kumar Sajjan Kumar
lndependent DirectorMr. Konthouiam Sumeet SiAdditional DirectorINon-Ms. SheetalSuresh Kale
MeeH eld
M embcrChairman
1. Ms. Debosmita Ghosh Dastidar IDIN: 07027547) resigned from the directorship of the Company
with effect from March 75,20L7
2. Ms. Sheetal Suresh Kale (DIN: 07762409) was appointed as Additional
with effect from March 15,2017.
3. Due to resignation of Ms. Debosmita Chosh Dastidar IDIN: 07027547]
their meeting held on March 15, 2017 reconstituted the Nomination and
and the Board appointed Ms sheetal Suresh Kale (DIN: 07762409J
Committee.
Committee is empowered with the following terms ol reference and
the provisions oflaw and the Nominatjon and Remuneration Policy:
> The committee lecommends to the board the compensation terms ofthe executive directors'
> The committee to carry out evolution of every director's performance and recommtnd to lhc board
his/her appointment and removal based on the performance'
> The committee to identii/ persons who may be appointed in senior management ln d'cordJnce
The Nomination and Remuneration
responsibilities in accordance with
compensatlon payrnent
> Considering approving and recommending to
salary ofthe executive directors
The success of the organjzation in achievjng good
on its ability to attract and retain individual with
non-executive directors. The Nomination and
herewith as lAnnexure- C] to this Report.
> Ensuring the remuneration policy is good enough to attract, retain
> Bringing about objectivity in deeming the remuneration package
the interest ofthe Company and the shareho)ders'
Remuneration Policy
Director of the ComPanY
the Board of Directors in
Remuneration Committee
as the Chairman oi the
the Board the changes in designatjon and rncrease rn
and motivate directors
while striking a balance between
performance and good governing practjces depends
requisite knowledge and excellencc as executive and
Remuneration Policy of the Company is annexed
with the c te a 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
Details ofRemuneration to all Directors
The details of remuneration paid to the Directors for the year ended March 31, 2017 are as under:
Name Designation Salary Perquisites SittingFees
Total
Mr. Anindya Bikas Datta ManagingDirector
1,80,0 00 1,U0,0 0 c
Mr. Abhishek Das ExecutiveDirector
6 5,00 0 65,0 00
Ms. Debosmita Ghosh Dastidar IndependentDirector
Mr. Anil Kumar Sajjan KumarSharma
IndependentDirector
Mr. Konthoujam SumeetSinsha
IndependentDirector
Ms. Sheetal Suresh Kale AdditionalDirector [Non-Executivel
Notes:
1. Ms. Debosmita Ghosh Dastidar (DIN 07027547) resigned from the directorship ofthe Companywith effe ct from M ar ch 15 , 2017 .
2. Ms. Sheetal Suresh Kale (DIN:07762409) was appointed as Additional Director of thc Companywith e ffe ct from M ar ch 15, 2017 .
Disclosure pursuant to Part-ll, Section-ll, 3rd Provision, Point No-lV of Schedule-V under Section196 and 197 ofall the Directors
> All elements of remuneration package such as salary, benefits, bonuses, stock options, pensjon etcofall the Directors- As stated above
> Details offixed 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
Performance Evaluation of Board, its Committees and Directors
Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board ol lndia
IListing 0bligations and Disclosure Requirements) Regulations, 2015, the tsoard ol Difectors has
carried out an annual evaluation of its own performance and that of its Committees and lndividualDirectors.The performance ofthe Board and Individual Directors was evaluated by the Board seeking inputs fromall the Directors. The performance of the Committees was evaluated by the Board seeking inputs fromthe Committee members. The Nomination and Remuneration Committee reviewed the perfbrmance ofthe Individual Directors.A separate meeting of Independent Directors was also held to review the performance of thc Board,
Non-lndependent Directors and Chairman of the Company taking into account the views of ExecutiveDireclors and Non-Executive Directors.
The crite a for performance evaluation of the Board include aspects like Board composition and
structure, effectiveness of Board processes, information and functioning, etc. 'l'he criteria forpedormance evaluation of committees of the Board include aspects like composition of committees,
effectiveness of committee meetings, etc. The criteria for performance evaluation of the IndividualDirectors include aspects like contrjbutjon to the Board and Committee Meetings, professional conduct,
roles and functions, etc. In addition, the performance of Chairman is also evaluated on the key aspects
ofhis roles and responsibilities.
STAKEHOLDER RELATIONSHIP COMMITTEE
Composition
The composition of the Stakeholder Relationship Committee is in compljance with the provjsions ofSection 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchan8e Board ol lndia(Listing obligations and Disclosure RequirementsJ Regulations, 2015.
Meeting & Attendance
The Committee met three {3J times during the financial year 2016-2017 on 0ctober 21, 2016, October,
2Bd, 2016, and January 17,2077. The constitution ofthe Stakeholders Relationship Committee oftheBoard of Directors of your Company along with the details of the meetings held and attended by thcmembers ofthe Committee during the financial year 2016-17 is detailed below:
Name Category Designation MeetineIs)Held Attended
Mr. Anil Kumar Sajjan KumarSharma
Independent Djrector Chairman -l J
Ms. Debosmita Ghosh Dastidar lndependent Director Member 3 3
Mr. Konthoujam SumeetSinsha
Independent Director Mem ber 33
Ms. Sheetal Suresh Kale Additional DirectorINon-Executive)
Member J
1. Ms. Debosmita Ghosh Dastidar (DIN:07027547) resigned from the directorship of the Company
with effect from M ar ch 15, 2017 .
2. Ms. Sheetal Suresh Kale {DIN 07762409) was appointed as Additional Director of the Company
with effect from March 15,2077.
The Board has clearly defined the terms ofreference for this committee- The Committee looks into thematters of Shareholders/lnvestors grievances along with other matters or any other duties that maybe delegated to the Committee by the Board ofDirectors ftom time to time.
The Secretarial Department of the Company and the Registrar and Share Transfer Agenl, N4/s
Maheshwari Datamatics Private Limited attend to all grievances of the shareholders rcccived drrectlyor via any other authority. The Minutes of the Stakeholders Relationship Committee Meclings arecirculated 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 thecomplete satisfaction ofthe lnvestors. Shareholders are requested to furnish their updated telephonenumbers and e-mail addresses to facjlitate prompt action.
Details pertaining to the number of complaints received and responded and the status thereof duringthe financialyear 2016-2017 are given below:
l
No. of Complaints pending at the end ofthe year
No. ofCom aints received dur the
No. of Com laints resolved duri the
WHISTLE BLOWERPOLICY/VIGIL MECHANISM
The Board has adopted a Whistle Blower Policy to maintain highest standards of professionalism'
honesty, integrity, ethical behaviour and to provide a vigil mechanism for Directors/Employees to voice
concerninaresponsibleandeffectivemannerregardingunethicalmattersinvo]Vjngseriousmalpractice, abuse or wrongdoing within the organisation. The Company affirms that during the year
no personnel have been denied access to the Audit Committee.
The Whistle Blower Policy is available on the website of the Company viz w\ 'av spic)''v in
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company as an organization is committed to provide a healthy environment ro all employces and
thus does not tolerate any discrimination and/or harassment in any form l he r'(rmpJrly h'rs rn plate I
Prevention of Sexual Harassment Policy in line with the requirements of the Se\ual H-'rlssnrunt of
Women at work place (Prevention, Prohibition and Redressal) Act, 2013'
No complaints were received during the financiai year 2016-2017'
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any Loans, Guarantees or Investments or provjded security in terms ot
Section 186 ofthe Companies Act, 2013 during the year under review'
RELATED PARTY TRANSACTION
A Related Party Policy has been devised by the Board of Directors for determining thc materiality of
transactions with related parties and dealings with them. The said Poiicy may bt reter'cd lo dt the
websile ofthe Company viz www sprcYv n.
There are no contracts or arrangements entered into by the Company durjng the year under revlew
with Related Parties referred to in Section 188[1J ofthe Companies Act,2013 There are no materlally
significant related party transactions made by the Company with pfomote15, direcLors' kcy mJndBerial
personnel or other designated person which may have a potential conflict wilh the interest of the
Company at Iarge.
Necessary disclosures required under the Accounting Standards (AS'18) have been made in the Notes
to Financial Statements.
DIscloSURERELATINGToREMUNERATIoNoFDIREcToRS,KEYMANAGERIALPERSoNNELANDEMPLOYEES:
A statement containing the details of the Remuneration of |Jirectors, Key Managerial I,ersonncl (KMl'J
and Empioyees as required under Section 197(12) of the Companies Act, 2013 rcad 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 Manageria] Personnel)
Rules,2014.
CORPORATE GOVERNANCE
The Company being listed on the Small and Medium Enterprise platform is exempted from p'ovisions
of corporate governance as per Regulationls of Securities and Exchange Board of lndia (Ljsting
Obligations and Disclosure Requirements] Regulations, 2015 Hence no corporate governance report is
disclosed in this Annual Report. It is peltinent to mention that the Company follows majority oi the
provisions of the corporate governance volunlarily'
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis Report on the operations of the Co m pa ny as req u ired u n d e r
Securities and Exchange Board of lndia {Listing ObliSations and Disclosure Requirements) Regulations'
2015 is annexed herewith as [Annexure-El to this Report'
RISK AND MITIGATING STEPS
The Company has identified various rjsks faced by the Company from drfferenf dreas ApprupriJte
structuresarepresentsothatrisksareinherentlymonitoredandcontrolledinteraliathroughst|ictqualrty assurance measures.
The Company has adequate internal control system and procedures to combat risks Tht rrsk
management procedure is reviewed by the Audit Committee and Board of Directors on regular basis as
and when required.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 [including any statutory modificationIs) or
enactment(s) for the time being in forceJ, the Directors of your Company confirm that:
> in the preparation of the Annual Accounts for the financial year ended March :11' 2017'
applicable Accounting Standards and schedule Ill of the companies Act' 2013 [inc]uding
statutory modification(s) or re-enactment[s] for the time being in forceJ' have been followed
there are no material departures from the same;
re-
> the Directors have selected such account'ng policies and applied them consistently ancl made
judgments and estimates that are reasonable and prudent, so as to give a true and fair view ot tlte
state of affairs of the Company as at March 31, 2017 and of the profit & loss of the Company for the
FinancialYear March 31, 2017;
> the Directors have taken proper and sufficient care for the maintenance of adequale JccoLrnting
records in accordance with the pfovisions of the companies Act, 2013 (including any statutory
modification[s] or re-enactment[s) for the time being in force) for saleguardrng the asqels of thc
Company and for preventjng and detecting fraud and other irregularities;
the
any
and
> the annual accounts have been prepared on a'going concern'basis;
I
> propef internal iinancial contlols laid down by the Directors were followed by your company and
ihai such internal financial controls are adequate and operating effectively; and
> proper systems to ensure compllance with the provisions of all applicable laws were in place and
that such systems were adequate and operating effectively
ACKNOWLEDGEMENT
The Directors wish to convey thelr gratitude and place on record their appreciatjon for all the
emolovees at all levels fol their hald wolk, solidarity, co-operation and dedicatron during lhc yeJr'
The Directors sincerely convey tnelr appreciation to customers' shareholders' vendors' banKers'
business associates, regulatory and government authoritjes for their continued support
For and on behalfof the Board
Spiry Entertainment and fi'ledia Limited Spicy Entertainment and Media Limtl
[,'J1.l_'u uf-'fiil;;; Bi#3 fr;iifo
Managing DirectorDIN - 07274171
Abhishek DasDirector
DrN - 07083079
Place: KolkataDate: May 30,2017
0$MONALISA DATTA, e. com. rHons.). r.c.s.P/,.iising Conpany secrclary
StrEe Krshna Ct nbers78, Benqnck Straet, Block Btst Floot, Room No. 1AKol!<ata-7oo O01
SECRETARIAL AUDIT REPORT
@ 90623535€5 1 9748,{61285033 22360679
email : pcsmonalisal4@gmail com
[Pursuant to section 204(1) ofCompanies (Appointment and20r4l
the Companies Ac! 2013 and Rule No' 9 of the
nem.,neiation of Managerial Personnel) Rules'
To,The Members,\4/s Spicy Entertainment and Media Limired
68, R.K. Chatterjee Road IKasbaj '
Rash Behari Connector, 3rd Floor
Kolkata 700042, West Bengal
I have conducted the Secretarlal Audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by M/s Spicy Entertainment
and Media Limited, CIN U2221IWB2O1'2P1C188312 ["the Company"J Secretarial Audit
was conducted in a manner that provided me a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing my opinio11 thereon
Based on my verification of the Company's books' papers' minute books' forms and
returns filed and other recoros malntained by the Company and also the information
prouidea by the Company, its officers, agents and authorised representatives during the
conductofsecretarialaudit,ltrerebyrepoftthatinmyopinion,thecompanyhas,during the audit period toueting th" financial year ended on March 31' 2017'
substantially complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance mechanism in place to the
exten! in the manner and subject to the reporting made hereinatter:
I have examined the books, papers, minute books' forms and returns filed and other
records maintained by the Company for the financial year ended on March 31' 2017'
according to the Provisions of:
i. The Companies Act,2013 [the ActJ and the ru]es made thereunder;
ii'ThesecuritiesContracts(Regulation)Act,1956(.SCRA,Jandtherulesmadethereunder;
iii. The Depositories Act, 1996 and the ReBulations and Byelaws fiamed
thereunder;
iv. Foreign Exchange Management Act' 1999 and the rules and regulations made
theleundertotheextentofFoleignDilectlnvestment,OverseasDilectlnvestmentandExtemalCommercialBorfowings-no'cpplicabletothecompany
FOR THE FINANCIAL YEAR ENDED MARCH 31' 2017
during the audit Period;
v. The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, L992 {'SEBI Act'):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeoversl Regulations, 2011;
b. The Securities and Exchange Board of lndia (Prohibition of Insider Tradingl
Regulations, 1992 and Securities and Exchange Board of lndia (Prohibition of
lnsider Trdd.nB) Regulations, 20 15;
c. The Securities and Exchange Board of India {lssue of Capital and Disclosure
Requirements) Regulations, 2009;
d. The Securjties and Exchange Board of lndia (Employee Stock option Scheme and
Employee Stock Purchase Schemel Guidelines, 1999 and the Securities and
Exchange Board of India [Share Based Employee Benefits] Regulations, 2014' not
opplicable to the company during the audit period;
e. The Securities and Exchange Board of lndia [lssue and Listing of Debt Securities)
Regulations, 2008- n ot appticqble to the compony during the audit period:
i The Securities and Exchange Board of lndja (Registrars to an Issue and Share
Transfer AgentsJ Regulations, 1993 regarding the Companies Act and dealing with
client;g. The Securitjes and Exchange Board of India (Delisting of Equity SharesJ Regulations,
2009- not applicabte to the company during the qudit period; and
h. The Securities and Exchange Board of India lBuyback of SecuritiesJ Regulations,
7998- not opplicable to the company during the audit period;
I further report that, having regard to the compliance system prevailing in the
Company and on examination of the relevant documents and lecords in pursuance
thereof, on test-check basis, the Company has substantially complied with the general
laws applicable to the Company Based on the information, explanations and
management representation, the Company has substantially complied with the Tax laws
applicable to the Company.
I have aiso examined compliance with the applicable clauses ofthe following:
i. Secretarial Standard on Meetings of the Board of Directors (SS-1) and General
Meetings [5S-2) issued by The lnstitute of Company Secretaries of India (lCSl)'
ii. Securities and Exchange Board of India IListing Ob]igations and Disclosure
Requirementsl Regulations, 2015.
During the period under review, the Company has substantially complied with the
provisions ofthe Act, Rules, Regulations, Guidelines, Standards, etc mentioned above
I fufiher report that
1. The Board of Directors of the Company is duly consrituted with proper balance of
Executive Director, Non-executive Directors, Woman Director and lndependent
Directors. The changes in the composition of the Board of Directors that took place
during the period under review were carried out in compliance with the provisions
of the Act.
2. Adequate notice is given to all Directors to scheduie the Board Meetings' agenda an0
detailed notes on agenda were sent at least seven days in advance and a system
exists for seeking and obtaining further information and clarifications on the agenda
itemsbeforethemeetingandformeaningfulparticipationatthemeeting'Majoritydecision is carried through and are captured and recorded in the minutes'
3. There are adequate systems and processes in the Company commensurate with the
size and operations of the Company to monitor and ensure compliance with
applicable laws, rules, regulations and guidelines
I further report that during the audit period:
1. The erstwhile Auditors M/s A K Meharia & Associates' Chartered Accountants'
Kolkata had resigned fuom Company wel December 30' 2016 and M/s
Bandyopadhyay & Dutt, Chartered Accountants, Kolkata were appointed as the
itutuioiy euaitort of the Company by the shareholde-rs in the Exta-ordilary
general meetinB held on February 02, 2017 fbr a term ot one year',
Z. ine equiq' Sha-res of the Company were listed and admrrted, to dealings on the
Small and Medium Enterprise Plarform of Bombay Stock Exchange Limited with
effect from SePtember 15,20163. The Company came out with the lnitial Public Offer (lssuel to meet the business
needs of the Company The lssue of the Company was closed on September 7'
2016 which received an overwhelming response from retail as well as non-retail
inve.to.s fne Company allotted fully paid up 48'20'000 Equity Shares of Rs'
10/- per share+. ifr'e iegistered Office of the Company was changed within th-e local limits of city'
and the same Roc and state to 68, RK' Chatterjee Road [Kasba)' Rash
BehariConnector,3rdFloor,Kolkata'700042,WestBengalfrom4'FairliePlace'HMP House 4th Fioor, Room No-408, Kolkata - 700001' West Bengal' with the
aoproval of Board dated March 15, 2017'
tr!-.-^-ur-0^ ^Motralisa Datta
Practising ComPanY SecretarYMembership No: 30368
CP No: 13580
Place: KolkataDate: 30th MaY, 2017
This report is to be read with my letter of even date which
forms integralpqrt of this reportis qnnexed as Annexure A and
Annexure A'
To,The Members,M/s Spicy Entertainment and Media Limited68, R.K. Chatterjee Road [Kasba],Rash Behari Connector, 3rd FloorKolkata 700042, West Bengal
My report ofeven date is to be read alongwith this letter:
1. Maintenance ofsecretarial record is the responsibility ofthe managementofthecompany. My responsibility is to express an opinion on these secretarial records
based on my audit.
2. I have followed the audit practices and processes as were appropriate toobtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure thatcorrect facts are reflected in secretarial records. I believe that the processes and
practices, I followed provide a reasonable basis for my opinion.
3. Ihave not vedfied the correctness and appropriateness of financial records and
Books ofAccounts ofthe company.
4. Where ever required, I have obtained the Management representation aboutthe compliance oflaws, rules and regulations and happening ofevents etc
5. The compliance of the provisions of Corporate and other applicable laws, rules,
regulations, standards is the responsibility of management My examination was
limited to the verification of procedures on test basis.
6. The Secretarial Audit report is nejther an assurance as to the future viability ofthe company nor ofthe efficacy or effectiveness with which the management has
conducted the affairs of the company.
)4^--t"'f*Monalisa Datta
Practising Company SecretaryMembership No:30368
CP No: 13580
Place: KolkataDate: 30th May, 2017
Form No. MGl -9EXTRACT OF ANNUAL RE'TURN
as on the financialyear ended 31.03.2017[Pursuantto section 92(3) ofthe Companies Act,201:.i and rute 12 [1J ofrhe Companies It\4anagement and
Administration) Rules, 20141
I REGISTRATION AND OTHER DTTAILSrl CIN lJ22219WU20 r2Pt,Ct 88:J 12
iiJ Registration Date l5tr Nov€nber,2012
iiil Name ofthe Company Spicy Entcrtainment and Mcdia Limifed
ivl Category / Sub-Category oithe Company Listed LompanyI Company Ljnitcd bv Sheres
vl Addres5 of rh" Regi.(ered ulrL e r rd , ont.rcrdetails
68 R.K Chatterjee Road [](aslra], RashBetrari Connecmf,3,i Floor, Kolka!a -700042,lvest BengalMobile No. - 8820400004
vrl Whether listed companv [Yes / NoJvii.) Namc, Address and Contact.letails of Rcgistrar
and Transfel Agcnt, iianyMah.shwrfi Dii.lmatir s Pri\,.rfe Linrired
5 Mangoe Lanc, ?rl(r Flo{)r, Kolketr700 0 01
Ph. N0. ' 0:13-22482248
II, PRINCIPAL BUSINESS ACT]VITIES OF TTIE COMPANYI
Allthebusinessactivjtiescontributingl0y0ormoreofthetotalturnoverofihecompanyshallbestaledj,
sl.No.
Name and Descriptionofmain products / services
NIC Code of lheProduct/ service
% to total turnover of the
1 Stage Production andrelatedActivities
9 0001 99.98
II], PARTICULARS OF HOLDINC, SUBSIDIARY ANI] ASSOClATE CONIPANII]S,
s1. Name andAddress oftheCompany
CIN/ GLN Holding/Subsidiary
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beginning
[01/Apr/16]/end oftheyear 137 lMar / 171
cu rulative sharcboldifl gduring thc year
101 / Apr / 16 ro
31/Mar /17lSl No Name No. of Vo oftotal
sharcs oftheNo. ol o/o oftotal PAN
l PINK LADY MERCHANDISE LLP
(FORMERLY KNOWN AS PINX LADY
MERCHANDISE PRIVATE LIMI'IED] AIICPl96OA
al/44/2016 ,r245000 36.3092
37 /03 /2017 42,r5000 25.i A9l 42,15000 251497
2 ANINDYA BIKAS J]ATTA A lN PD7 37511
a|/44/2416 5 000 0.01,28
07l10/2016 - Transter 5 000 0.0303 50 00 0 0303
31/0s12017 0 0.0000 0 0 00 0i1
iv) Sharelq!1ins PatElqof topten Shareholders
Otherthan Directors, Promoters and Holders ofCumulative Shareholding
during thc year
101/Apt/76 to31/Mar/t7|
Sharcholding at thebeginning
[01/Apr/161/€nd ortheyear 131/Mar/17t
Yo oftotalYo oftotal
company
No. of
GOPAL TAHALMM LALWANI #125000D1/O412016
a751r12 500012 500031/03/2077
AABPl0683PRATNESH CHAND MAHAVIR PRCSAD IAIN #1250004/2016
0 731112500C31/O3 /2077
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I 514107/04/2O16
1.5 14130/09/2016- transter1 57110.060631l12l2016 Tfansf-"r
210000 | 27190 302I31/03/2017 - Transfcr
AAllrio2B34r.OM SARVAV]DYA CONSULTANTS Ll,P'a|/44/2416
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A,\tHl9775r"rAIPRAKASH GOYAL "a7/44/2016
:t r 000030/09/2016 Transter 310 00018775 :11000031/O3 /2077 310000
AAGHII7235CESH KUMAR GOYAL'A'\/04/2016
I1177:ir8775 31000030/09/2016 Transter 310000I tJ77 i3100003100 00 1877537/A3 /2477
A]\HCP ] 96OAPINK LADY MERCHANDISE PRIVATI LIMITEI]4245000 36 3 0.1201/o4/2016
.1245000 25 709;25 749731/43 /2417 ,t245000
AAHIIK9621AI(AMLESH BHAGWANDAS BATHIJA #r2500001/04/2O1,6
a 737112 500012 50003r/D3l2Ar7
r\AHPl.0492AMRISII DEVDA *
o1/04/2016r 21t320 00001 2 11330/09/2016 Transter1211112r)331/0312417
PIVI2{J45 LMOHANDAS MOH]NAN] #1069212500001/o4/2016
0 7571L 2:00 0a 75713\/!J3/2417
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0 000001/o1120161.45:tO2400001.45 illr30/09/2016- franslcr1.4536240 0001.453631/43/2417 240000
,\AKfG8ar7ANJANA GOYAL'01/0412076
No.0f PAN
10694.7 51
146912500 a.751
0 0002 5000c 25 000N
100 0 260000- 5000
0.0002.807 2 UO7
10001 0 060 2.?,67
0 000i1877 \87;
0 000
1069a.7 51
0 000
2 00002000 0 20000
12 500
1
24000
0 000
jllshareholqing P1ft ern of top ten Sharehold€rs
fother than Directors, Promot€rs and Holders ofGDRs and ADRs):Shareholding at th e
beginning
[01/Apr/161/end oftheyeat 131/Mar/171
cumulative shareholdingduring thc year
[01/Apt/16to:t1/Mar/171
Sl No No. of 7o oftotal No. of %o oftotal PAN
3r/03/2417 2 +00 00 1 1536 244 0| 0 r 4::lrr
13 SUPERCON REALINFRA PRIVATI LIM]TED # AASCS,":l07rr
01/04/2016 150 00 0 12830
3t/o3 /2017 150000 0.9085 15 0000 0 (r085
L4 r\vantika Advisofy Serviccs LLP AASFA3815f
a1/a4/2016 2500 0.0214
30/06/2016 Transfer 191000 1 6337 19 3 500
30/09/2016 - Transfef - 191000 1l:68 2500 0 0151
31/03/2017 Transfer 20000 0.12I I 22500 0136:J
15 MANO]TAHALRAM LALWANI # AUBPt,42:J7C
a1/44/2016 12 i000 r 0 692
3't/03/2077 125000 0 7571 12 5 000 0 7571
76 KAMLESH BHAGWANDAS BATHIJA AB lP ll2092 H
0r/M/24r6 25 00 00 2.1384
37/43/2017 25 0000 1.5111 2 50000 1:14l
77 RICHA KAIULESH BATH]JA ABNPII:J:23I]
07/04/2016 12 5 000 1.0692
31/03 /20\7 12 5000 a.7 571 12:000 a 7371
18 SHOBHA JAIN * ACCPj62:J.1li
a7/04/2016 0 0 0000
30/09/2016 Transter 200000 I 2113 200000 12it:l31/03/2017 2 00000 12113 200000 i 2113
REINA JAIN # AIlAPJar60SC
al/44/2416 12 5000 10692
31/43/2017 12 5000 o757r t25000 0 7571
20 KAPILAGARWAL # ,\li1{Pr\ilUbll
0r /t4/2a16 250000 2. t 184
30/09/2016 Transler 2 5 0000 1 :r.11 U 0.0000
31/03 /2017 U 0 0000 0 0 000
27 VINAY BABU DR. # AIiPI10 076C
01104/2416 1500 00 1.28:10
31/43 /2417 15 0000 0 9085 150000 0 90B 5
22 SUNNY JAIN ' r\NIiPl2880l.
011o412016 0 0000
30/09/2016 - Transier 2 00000 1 2113 200000 I21t331/03 /2rr7 2 00000 7.211:l 200000 I 2113
Not in the list ofTop 10 shale oldersason01/04/2016'lhesanlchasbeenfcflcrkdabovcsrncothc shareholderwas one of lhe Top 10 shareholdcfs as on 31/03/20 L7
Cea\cd tu be in the list oiTop 10 shrrcholdcrs .rs on 31/0:l/2017. 'fle sanrc rs rcllccLed abov!
sincelhcshareholder wrsoneof lheToP l0shareholde'rason01/04/2()16
I
v) Shareho!!!4gofDirectors and K€y Managerial Personnel
Shareholding at thebcginning
[01/Apr/16]/end oftheyeat 131/Mar/171
Cumulativesharcholding during the
yeat lol/Apt/76 to3rlMar/ 171
Sl No IJAN
1 Anird!'a Bikas Datta AJNlJD7l75ll0t/04/2076 5000 u.042u31/43/2077 5000 11.0428 5000 0.Lr4ztJ
V INDEBTEDN 8SSIndebtedness ofthe Com accruedbLrtnotdu€f0r
Total
lndebtedness at the beginning of lhefinancial year [01.04.2016]i) Principal Amountiil Interest due but not Paidiiil Interest accrued but not dueTotal Ii+ii+iiiChangeinlndeb!ednessduringrhefinancialyear 2015'16
. Addition
. Reduction
lndebtedness at lhe end of the iinancialyear [31.03.2017Ji) Principal Amounli) Intefestduebulnotpaldiii) lnterestaccrued bulnotdueTotalfi+ii +ii
tion to Manaqing Direc!ql:!
Name of MD/WTD/Manager
-Tnindya Bikas ] oon,.n"u on:;Datta I
l otal
s1.
1.
Particulars of Remuneration
cross salary
::Hin?'X'$l,ji";?ii:' i 180ooo
the Income-tax Act,
1.e61 i
[bJ Value ol Perquisites u/\l7r2 ) lncomc-ux A'r I'161
(c),ProFir' in I'eL, of 'alarV Iunoer
6s,000 2,'15,000
2. Siock 0ption
Sweat EquitYJ.
Commissionas 7o ofProfitothers, sPecllV .
0thers, please sPeciiY
1,80,000 6S,000 2,.15,0U0Total (A) Ceiling as Per the Act
. REMUNERATION OF DIRECTORSANDKEY MANAGERIAI- PERSONN II'
14
VI
Remuneration to otberdirectors:Name oillirfcturs
Particulars of Remunerati0n
1. lndependent Directors. Feeiorattendingboard/commjttee meetings. Commlsslon
Toral [1]
-ther Non_Executive Directors
. Feeforattendingboard/committee meetings. Commission. 0theas, Dleases
Il
Total IB)=[1+2)
Tolal Managerial Renuneration
Overall Ceiling as Per the Act
I otherThan MD / [lanaser / WTD:
Key Managerial Personnelsl.No.
Particulars of
C
E
o
LompanySecrelary
'I0ta IcF0
I
Gross salary(a) SalaryasperProvisionscontained in section 17 [1)ofthelncome-taxAct, 1961
(b) Value ofPerquisit€s Lrls17[2) lncome'taxAcl, 1961(c) Profits in lieu ot s3laryundersection 17[3] Incomr-
1,7 3,,12 0 r,11,532 284,95)
Stock 0ption
3 Sweat EquitYCommission- as o/o oFprofit
5 0thers, please sPecltY1,11,5 3 2 2,A1,952
Total 1,13,124
- lI
Section ofthe
Companies
BefDescription
Details ofPenalty /
Punishment/Compoundingfees imposed
Autho tyIRD / NCLT
/ couRrl
Appealmade,ifany
IgiveDetailsl
A. COMPANY:
B. DIRiiCTORS:
C. OTHER OFFICERS IN DEFAUL1I
Punishment
VII, PENALTIES / PUNISHMENT/ COMPOUNDING OFOFFENCES:
Forand on behalfofrhe Board ofDirecforsSpicy
Place : KolkataDate: May 30, 2017
Directoi /Aulhor;s9d Siqnatory
Anindya Bikas DattaManaging DirectorDINt 0727 4L7 7
:p ct Efleilarnrerll,nd i'iea : L rr ild--l
'I --*'' -\ hsD(\-I.--P\P."..
Comoar\ Se$.r:NDiprani ThakurCompany Secretary
terlainnent and lledia Limited
MmlJ^A^.Direclor / Authorised Signatory
AbhishekDasDirectorDIN:07083079
l.i.l iiii:(edb-J- Spicy En
IANNEXURE-Cl
1. PREAMBLE
The Board of Direct ors of "Spicy Entertainment and Media Limited" ("the Company"l had constituted a
Nomination and Remuneration CoIrrtiii"" consisting of three [3) Directors' of which three Directors
are lndePendent Directors'
2. OBlEcrlvE
The Nomination and Remuneratron Committee and this Policy shall be in compliance with Section 178
of the Companies Act, 2013 read "lorlt
*ttn the applicable rules thereto The key objectives of the
Committee would be:
a) To guide the Board in relatlon to appointment and removal of Directors' Key Manage al Pcrsonr)el
c)
ilt"t"""1$y,ilt:J::lt"nt" of ttt" members or the Board and provide necessarv report to the
Board for further evaluation ofthe Board
To recommend to the Board on n"r,inJ."tion puyude to the Directors, Key Manageriar personnel
and Senior Management
To provide to Key Managerial Personnel and Senior Management reward linked directly to tnelr
"O"li, O"rar--*, aedication and achievement relating to the Company's operations
To retain, motivate and promore talent and to ensure long term sustainability of tarented
managerial persons and creale competitive advantaBe'
0 ro devise a 0"":l::,::'i1::"" #Board and to regurarJv review the ptan
gl To develop a succession plan ror t
3. DEFINITIONS
a] "Act" means the Companies Act' 2013 and Rules framed there under' as amendcd from time to
dl
NOMINATION & REMUNERATION POLICY
time."Board" means Board of Directors ofthe Company'
"Directors" mean Directors ofthe Company
"Key Managerial Personnel" means
i Cftl"f ei".otlu" officer or the Managing Director or the Manager;
ii. Whole-time director;
iii. Chief Financial officer;
iv. ComPany Secretary; and
v. Such other officer as may be prescribed
"senior Manageme,,t "t"u"' p"t'onn"l of the company who are members of jts core management
team excludingthe Board ofDirectors including Functional Heads
"lndependent Director":- ot o-"ti"j-""i"t section 149[6J of thc companies Act' 201-3
.lndependent Directol, shall .",,' . non.""".u.ive director, other than a managing directol oI a
whole-time director or a nominee director ofthe Company:
i. who, in the opinion of the Board, ls a person of integrity and possesses felevant expertisc and
expe ence;
b)
d)
I
l
b) who is not related to promorers or directors in the company' its holding' subsidiary or
associate companyj
iii.whohasorhadnopecuniaryrelationshipwiththecompany,itsholding,sLlbsidlaryorassociJtccompany, or their p;omoters, or director;, during the two immediately preceding financial years
or during the cunent financial year;
iv.noneofwhosere]ativeshasolhadpecunialyre]ationshipoltransactionwiththecompany'itsholding subsidiary or associate company' or their promoters' or directors' amounting to two per
cent. or more ol its gross turnover or total income or fifty lakh rupees or such higher amount as
may be prescribed, whichever is lower, during the two immediately preceding financial years or
during the current financial Year; -
v. who, neither himself nor any of his relatives-
al holds orhas held the position ofa key managerial personnel or is or has been employee of the
company or its holding, subsidiary or associate company in any oF the three flnancial years
immediately preceding the financialyear in which he is proposed to-be appointed;
b) is or has been an employee or proprietor or a partner' in any of the three financial years
immediately preceding the linan;ial tear in which he is proposed to be appointed' of -
. a firm of auditors or company secretaries in practice or cost auditors of the company or its
holding, subsidiary or associate company; or
. any legal or a consulting firm that has or had any transaction with the company' its holding'
subsidiary or associate company amounting to ten per cent or more of the gross turnover
of such firm;
c) holds together with his relatives two per cent or more of the total voting power of the
company; or
d) is a Chief Executive or dlrector, by whatever name called' of any non'profit organisation that
receivestwenty-iivepercent.ormoleofitsfeceiptsfromthecompany'anyofitspromoters'directors or its holding, subsldiary or associate company or that holds two per cent or more
ofthe total voting power ofthe company; or
el who possesses such other qualifications as may be prescribed'
ii. a) who is or was not a promoter of the company or its holding' subsidiary or assoclate company;
4. ROLE OF COMMITTEE
a) Matters to be dealt with, perused and recommended to
Remuneration Committee
The Committee shall:
i. Formulate the criteria for determining qualifications' positive attributes and independcnce of a
the Board bY the Nomination and
director.
ii. Identify Persons
Managerial and
poxcy.
ii i. Recommend to
Personnel
who are qualified to become Directol and persons who may be appointed in Key
Senior Management positions in accordance with the criteria laid down in this
the Board, appointment and removal of Dircctor' KMP and Scnior i\'1rr'rgemcnt
l
I
l
b)
l.
Policy for appointment and removal ofDirector' KMP and Senior Management
Appointment criteria and qualifications
> The committee shall identity and ascertain the integrity, qualification, expertise and expellence
of the person for appolntmenl as Director' KMP or at Senior Management level and recommend
to the Board his / her aPPointment
> A person should possess adequate qualification' expertise and experlerce
she is considered for appointment The Committee has discretion
quufifi."rlon, expertise and experience possessed by a person is sufficient
concerned Position.> The Company shall not appoint or continue the employment of any person as Whole time
Director who has attained tne age ;f seventy years Provided that the term of the person h old ing
this position may be extended beyond the age of seventy years with the approvai of
shareholders by pasrtng "
tp"tt"t '"'ilution based on the explanatory statement annexed to tne
noticefolsuchmotionindicatingthejustificationforextensionofappointmentbeyondseveniyyears
ii. Term / Tenure! Managing Director/Whole-time Director: The Company shall appoint
as its"Executive Chairman, Managing Director or Whole Time Director
five years at a time. No re-appointment shall be made earlier than one
shall hold office for
and will be eligible for
and disclosure of such
and Senior
followed for
term.> lndependent Director: An lndependent Director
consecutive years on the Board of the Company
passing of a special resolution by the Company
for the position he /to decide whether
/ satisfactory for the
or re-aPPoint anY Person
for a term not exceedlng
year before the expiry of
a tcrm uP to iive
re appointment on
appointment in the
Board's report '.^-- fh.n ru/^ .onsecutive terms, but such
No lndependent Director shall hold office for more than two consecu
inlup"na"nt oir".tor shall be eligible for appointment after expiry of three years of ceasing to
become an Independent Director' Provided that an Independent Director shall not' during the
said period of three years, be appointed in or be associated with the Company in any other
capacity, either directly or indirectly'
At the time of appointment of lndependent Director it should be ensured that number of Boards
on which such Independent Director serves is restricted to seven listed companies as an
Independent Director and three listed companies as an Independent Director in case such
person is serving as a Whole-tlme Director of a listed company or such other number as may be
prescribed under the Act and Listing Agreement' fuom time to time
lu. EvaluationTheCommitteeshallcarryoutevaluationofperformanceofeveryDirectol'KMPuunug"-"n.Pelsonnelatregulalinterval[yearly)'Thefollowingcriteriaaretobereviewing the director's performance:
a. Accomplishment of the organization's mission' objectives and strategjc results for which the
Executive Director is responsible'
b. Ensuring that the Board is well informed on issues affecting the continuing relevance of the
mission and the performance and reputation ofthe Companywlrn
DCrngffi;,.ffi;#;;;;;;;; ;""';"' business perrorman::' ::::i:"::::.::'1:::,i";:Hil;"""*^.t "i-u""ta
knowledge' ud"quucv of business strategv' Board
informed, evaluation process for executives and Director'
l
I
d. Appropriateness of balance and mix of skills' size of Board' contribution of individual Board
members, adequacy of p"'to'-""t" f""dback. to Board members' adequacy of procedures
i"lit.*i* ""o"otate
pe'formance by a Board member'
e. Board,s effectiveness in use of time:;i'"it,". sou.a utro*"d sufficient opportunity to adequatety
assess management Performance'
i Working relationship between chairman i{ tn*t "l*i-:l:^officer' sesregation of duties
betweenBoardandmanagement,abilityofDirectolstoexlressviewstoeachotherandtomanagement in a constructive -"llt"t' *Ot"tU of Board disctlssions and management of
divergent views.
The evaluation will take annually as per the requirement "f.
l"-l,"::^ tt"t* Agreement' The
performance evaluation will typically address activities' events and accomplishments that took
place during the most recently completed fiscal year'
Removal;;;-;.;;"r"", for any disqualification mentioned in the Act or under
.t"r" ""Jl"tt"a"s there under' the committee may recommend' to
,".".j"J rn .tn-t, removal of a Director' KMP or senior Management
prouirion, "na.o-pliance
ofthe said Act' rules and regulatlons'
- ff:l:H;:, _rp and senior Manasement personnel sha retire as per the applicable provisions
of the Act and the pr"u""'n, Ooutu o?tn" fotpuny rft" no"a will i-ave the discretion to retain the
Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwlse
even after attaining the rerrement age' for the benefit of the Company'
c) Policy relating to the Remuneration for the Director' KMP and senior Management
Personneli. General:
> The remuneration / compensation / commission etc.to-the Wfioie{ime Directot' KMP and
Senior Management '""onn"il i-'" a"t"'-i""d by the committee and recommcnded to the
Board for approval *" *tt""'"tt"" i totp"n'ution 7 to-mission etc' shail be subiect to the
prior/post approval of tn" 'n""'"ftofJ"'"
of'h" Co*puny and Central Government' wherever
any othcr applicable Act'
the Board with reasons
Personnei subject to lhe
, i"nTti""i""".",,"n and commission to be paid to the whole-time Director' KMP and senior
Management Personnel 'h"ll b" i; ;;;;le witn the percentage / slabs / conditjons laid
down in theArticles ofAssociation ofthe Company and as per the provisions oithe Act'
> lncrements to the existing remuneration/ compensation str"t::]-:^TY:" **tmended by the
Committee to the Board which slrould be within the slabs approved by tho Shareholders in the
a"r" oiWftof"ait" lirector' KMP and Senior Management Personnel
) Where any insurance is o*"n "'' tn"-iornpany
"on behalf of its whole'time l)rrcctor' chici
Executive officer, chief Financral H;;;;;'";o"ty secretary and anv other emplovees for
indemnifying them against any iiability' the premium paid on such rnsurance shlll ""i 0" t_Y":
as part of the remuneration puyutt" io any such personnel Prorr'ided that if such person ls
proved to be guilty, the ot"rn'tt';;;;; 'uln 'n'u'unt" shall be treated as part of the
remuneration.
ii. Remuneration to Director' KMP and Senior Management Personnel:
\
" il:t 1l[",, KMP and senior r'ranae]enl -t":::T::i:"1: :,:,,13;if" ::;l ,ll"Ti:remuneration as may be approved bv the Board on the recommendatlc
breakup of the pay scale and *"ittlrt'it t"tt"ttii* l*r'alrrg' emPlover's contribution to P Ir'
p".,io",.n".", ,""ai*r "*p*'"'lltli*::***ni::ff*t'J;il::*tff""Tlithe Person authorized bY the Boa'
,i" rn"t"n"ll"* *o Central Government' wherever required'
> Minimum Remuneration: ^" ftc nrofits are inadequate, the Company' ii,'t. "tu'it"*t"l
year' the company has no profits ortt:ltou* uf:'
shall pay remunerat'"" '" n' u't"tt'"t'
"up and S"nlot Management Personnel in accordance
with the provisions ot Stl"aul" V"oiitt" ect and if it is not able to compiy with such provrsrons'
*i,n in" ot"ulout uoproval ofthe central Government
" i:ffi:.::,'ll iffi :'.T[lTJi,::[ement personnerdray:::':::*"' directrv or indirect]v
uy,"v or remuneration 1":':*;;*ffi;ili:J'J;:,.:::l': ::i"T1",i,:T":'1":;
Ii|l:::'H"':ffi::::'llo"'"'Li';;; o 'l*a"a':"11,'i::'::"" ror the companv 'the
company shall not w"tt" t"t"t"t' "it"tn sum refundable to it Lrnless permitted by the Central
Govetnment'
iii. Remuneration to Non- Executive / lndependent Director:
Remuneration / commission: ^'^rl be fixed as pef the slabs and conditions mentioned in the
The remuneration / commission shal
ertiif"l ofe.to.lu'ion ofthe company and the Act
" il:1t"::T;"."tive / rndependent Director mav j:::l::,':::l;:"j::,:i,I:lJ"j::'.;:;way of fees forSitting Fees:
> Commission:Commission may be Paid within the
Iimit not exceeding 1yo of the profits
of the Act
" :ffIJffi::, "irector
shall not be entitled to anv stock option or the companv
MEMBERSHIP
rhe committee shall consist of a minimum t ot':tl::::l]::]:t:::::Tib;::l::;ffX":::ffi'::Hi:""",'fl':"fi""::il':;';;:;;"'irea' r"a"p*aent Director' shal constitute
l[.i:J; ;fi:;;1'""'i"- i""n*".::"':11 :,'"-:'i::*1::::lT::;:attending meetings of Board or uo ntttttt'-".::'- :: ^ -, ^" .^mmfttee oi sLlch amount as may bc
r"i "-a"lo
*0"* one Lac per meeting of the Board or Committee oi sul
o."r..to"J W in" t"ntral Government fiom time to time'
monetary iimit aPPfoved bY
of the ComPany comPuted as
shareholders, subject to the
per the aPPiicable Piovisions
bl
d)
ouorum for the Committee meeting'
ir:;;;;;;; * tommittee shall be disclosed in the Annual Report
Term of the Committee shall be continued unless terminated by the Board of Dircctors
i
I
1
\
1
I
a) chairyerson of th" t^"-Tlti::iY'i:""il"ii,""T:liTffil'll,,n" .or-n,"" but sha, not be a
bl ChairPerson of the ComPanY may
Chairman of the Committee
cl ln rhe absence of the Chairperson'
choose one amongst them to act as
dl Chairman of the Nomination and
Annual General Meeting or may
queries
the members of the Committee present at
ChairPerson-
Remuneration Committee meeting coLllo
nominate some other member to answer
Committee meetings shall be decided by
any such decision shall for all purposes be
the meeting shall
be prcsent at thc
the sharehoLders
a majority of votes
deemed a decision
The meeting ofthe Committee shall be held at such regular intervals as may be required'
8. COMMITTEE MEMBERS' INTERESTS
il;;mittee is,not entitred ::::i"'."i:l;J,f :.:l'":;:* "*.' remuneration is
iffH::::ffi;;:;;;"; ;;.;; ;". o*""1"::t:,::::'::::::::,,,ff:T:"#l?JTTi:l'l"^:H'""-'"::i'i.',;'1;;;';';;;s"appropriate'
to be present at the
meetings of the Committee
9. SECRETARY
The Company Secretary ofthe company shall act as Secretary ofthe Committee
10. voTlNG
a) Matters arising for determination at
of Members Present and voting and
ofthe Committee'
,);";";;;;;;;;"litvofvotes'thechairmanofthemeetinswilihaveacastinevore
11. NOMINATION DUTIES
The duties ofthe Committee in relation to nomination matters incluoe:
al Ensurjng that the'" ''
un "ootoo''"tl '"o"lii"Ir
t" ot"tt for new Direcl ors and members ol Sentor
, y;n:f ;:::i ff"#ffi ::i"i:"il:"Joi"f i, ^ "n'u"".",,":
o':::::' rece ive a ro r m ar r ette r o r
"' i"""t"iir"", tt "ccordance
wlth the Guidelines provided u1O* *-",1:t'
.riiJ,''#;;;;;;;;g:xl^;*jrkl;:n'.ffi ,*:"m:';::;"j'*-"*""'.:.."dl Determining the appropnate srzc' uN!'"oi*
", r"*"rt new Directors for appointment to the
e) Setting a formal and transparenr pruLYuu'( 'vi u' "'' - e
Board;
fl Developing a succession plan lor the Board and Senjor Management and regularly reviewlng me
Dlan; .-r c^-i^. n,4in,oement in the context ofthe'Ei"i'",i"e ,t'" p".formance of the t"*u T"'n::"'1s^::j::":I#tt"t"'plan;
g) Evaluating tne perror rrrdrrLr "l '.r*r. ,n,1 aotptidnce perspcctivei
Company's periormance lrom rlus .nv mitrers r,Company's performance trollr uurr.cJJ q^'* -"-__r --:. '."-,-". rFlArins to thc continuation
;"Ji;'i;;;;";;ution' to th"'"i'd,':l::'ll'":::"T::':':,':i'J':ation or serv,ce or
lrAIhJ Making recommendations ::.:"'"#ilt;il;',i""rrro*rt". or termination of servtce of
office of anY Director at any un
CHAIRPERSON
Executive Director as an employee of the Company subject to the provision ot the law and lherr
service contract.
i) Delegating any of its powers to one or more of its members or the Secretary of the Committee;
j) Recommend any necessary changes to the Board; and
kl Considering any other matters, as may be requested by the Board
12. REMUNERATION DUTIES
The duties ofthe Committee in relalion Io remuneration maners include:
a) To consider and determine the Remuneration Policy' based on the performance and also bearing
in mind that the remuneration is reasonable and sufficient to attract retaln and motrvate
members ofthe Board and such other factors as the Committee shall deem appropriate'
b) To approve the remuneration of the Senior Management including key managerial pe'sonnel ol-
,h" iornprny maintaining a balance between fixed and incentive pay reflecting short and long
cJ
dlel
13.
term performance objectives appropriate to the working ofthe Company
To delegate any of its powers to one or more of its members or the Secretary of the Committee
To consider any other matters as may be requested by the Board'
Professional indemnity and liability insurance for Directors and senior managemen!
Proceedings of all meetings must be minuted and signed by
subsequent meeting Minutes of the Committee meetings will
Committee meeting.
14. AMENDMENT(S)/MODIFICATION(S)
The Nomination and Remuneration Committee will review and may amend/modily this policy lrom
time to time.
the Chairman of the Committce at the
be tablecl at the subsequent Uoard and
-t
[ANNEXURE.D]
statementofparticularsasperRule5(1)ofcompanies(AppointmentandRemunerationofManagerial Personnel) Rules, 2014
(i) The ratio ofthe remuneration ofeach Director to the median remuneration ofthe employees ofthe
Company for the financial Year:
Raji-Jffin to the median
remuneration of the employees1.114
0.66
sl.No.
Name of the Director
Mr. Anindya Bikas Datta
fManaeins Directorl1.
2. Mr. Abhishek Das
flExecutive Director)3. Ms. Debosmita Ghosh Dastidar
0ndependent Directorl
Nll
Nil4. il.. Anil Ku-ar sul;an Kumar Sharma
flndependentDirectorl
-
5. Mr. Konthoujam Sumeet Singha
0ndependent Directorl
Nrl
Nil6. Ms. Sheetal Suresh Kale
Additional Director (Non-Executive)
Notes:1. Ms. Debosmita Ghosh Dastidar (DlN: 07027547) resiSned from the directorship
with effect from M ar ch 75 , 20L7 '
2. Ms. Sheetal Suresh Kale [DIN: 07762409) was appointed as Additional Director
with effect from March 15,2077
(ii) The percentage increase in remuneration of each Director' Chief Financial Officer'
Officer, Company Secretary or Manager in the financial year:
of the ComPanY
of the ComPanY
Chief lixecutlve
Name of the Director perc"ntage inc."ase i! Iglqln"tation l
,--- - - 0"
I
Nil
Sl. No.1. Mr. Anindya Bikas Datta
fManaging Directorl2. Mr. Abhishek Das
0Executive Directg43. Ms. Debosmita Ghosh Dastidar
flndependent Directorl4. Mrlnil Kumar Sa;1an Kumar Sharma
f lndeoendent Directorl--5. Mr: Konthoulam Sumeet Singha
0ndependent Director]6. Ms. Sheetal Suresh Kale
Additional Director [Non-Executive )
l\ll
r,rit
Nil
Nil
7. Ms. Neha Barnwal(Company SecretaIX)
B. Mr. Nitesh Agarwal
IChief Financia] Offi cerl
9. Ms. DipraniThakurfComoany SecretarYJ
Notes:
1'Ms.DebosmitaGhoshDastidar[DlN:07027547]resignedflomthedirectorshipo|theCompanywith effect from March 75' 2077
2. Ms. Sheetal Suresh Kale [DIN: 07762409) was appointed as Additional Director of the Company
with effect from March 73'2077 '
3.Mr.NiteshAgarwal,chief|inancialofficel[cFo]ofthecompanyresignedwithefFectfromNovember 15,2016
4. Ms. Diprani Thakur was appolnted as Whole Time Secretary and Compliance Officer of the
Company with effect from June 01, 2016'
5'Ms.NehaBalnwal,whole'l'imeSecretaryandComplianceofficerofthecompanyresignedwitheffect from MaY 31$, 2016
(iii) The percentage increase in the median remuneration of employees in the financial year:
This clause will not be applicable as the remuneration of Median employees was not increased rn the
financial Year2016- 17
(iv) The number ofpermanent employees on the rolls ofthe Companyr
There are 6 permanent employees on the rolls ofthe company
[v) The explanation on the relationship between average increase in remuneration and
Company Performance:
Theremunelationdrawnismodestascomparedwiththeperformanceofthecompany'
[vi) Comparison of the remuneratron of the Key Managerial Personnel against the performance
of the ComPanY:
As the Company is in its nascent stage' the Key Managerial Personnel's are drawing a very nomrnal
remuneration as token fbr tnerr woik The remuneration drawn is modest as compared wilh thc
performance of the comPanY'
(vii) Variations in the market capitalisation of the company'.price earnings ratio as at the
closing rlate of the current financial year and previous financial year'
Company
As at March 31,2016 VariationParticular As at March 31,?!12
N,A- \.A1N.A-Market CaPitalization R< 1 4B 601.250
N,A*Price eamings Ratio 100.00
*Theequityshalesofthecompanygotlistedw.e,fl5dseptember20l6andhencecomparlsonol
market capitalization and price earnings ratio is not appllcaDle
Percentage increase over decrease in the market quotations of the shares ol tne
compa ;n to the rate at which the company came out with the last public offer -
lncr"ase/ De.re*e in cornputison to 1
company in
Particulars
I
(viii) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out ifthereare any exceptional circumstances for increase in the managerial remuneration:
Average salary increase of managerial employees is 25.30% in the financial year 2076-2017.The comparison will not be applicable as the remuneration of non managerial employees hasnot increased in the financial year 2016-17.
(ix) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company
As the Company is in its nascent stage, the Key Managerial Personnel's are drawing a verynominal remuneration as token for their work. The remuneration drawn is modest as
compared with the performance ofthe company.
(") The key parameters for any variatrle component of remuneration availed by thedirectors:
There is no variable component ofremuneration availed by the Directors.
(xi) The ratio of the remuneration of the highest paid Director to that of the employees whoare not Directors but receive remuneratio[ in excess ofthe highest paid director duringthe yeart
Du ng the financial year 2016-77, no employees received remuneration in excess of thehighest paid Director.
(xii) Affirmation that the remuneration is as per the remuneration policy of the Company:
Remuneration paid during the year ended March 31, 2017 is as per the Remuneration Policy ofthe ComDanv
CEO / CFO CERTIFICATE
To,The Board ofDirectorsM/s. Spicy Entertainment and Media Limited
1) I have reviewed financial statements and the cash flow statement of M/s Spicy Entertainment andMedia Limited for the year ended March 31, 2017 and to the best oF my knowledge and belief:
a. these statements do not contain any materially untrue statement or omit any material facl orcontain statements that might be misleading;
b. these statements together present a true and fair view of the Company's affairs and are incompliance with existing accounting standards, applicable laws and regulations.
2] There are, to the best of my knowledge and beliel no transactions entered into by the Companyduring the year which are fraudulent, illegal or violative of the Company's Code of Conduct.
3) I accept responsibility for establishing and maintaining internal controls for financial reportingand that I have evaluated the effectiveness of Company's intemal control systems pertaining lofinancial reporting and I have disclosed to the auditors and Audit Committee, deficiencies in thedesign or operation of such internal control, if any, of which I am aware and the steps have beentaken or propose to rectiS.' these deficiencies.
4l I have indicated to the Auditors and the Audit Committee:
a. that there are no significant changes in internal control over financial reportjng dunnB thcyeaf:
b. that there are no significant changes in accounting policies during the year;
c. that there are no instances of sisnificant fraud ofwhich I have become aware.
For and on BehalfofBoard ofDirectorsPlace: KolkataDate: May 30,2017
Direclor / Autho.ised Signatory
Anindya Bikas DattaManaging Director
(DlN - 072741711
Spicy Eolcrldrn ircnl i,nd l,4tdi3 Lirnited
)tr.'-1^r--;;-r--
-t'Annexure-E'
> Integrated Business Model> Strong managerial capabilitY
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENTS
The Indian Media and Entertainment (M&E)industry is a sunrjse sector for the economy and is makjng
high growth strides. Proving its resilience io the world, the lndian M&E industry is on the cusp of a
stion! phase ofgrowth, backed byrising consumer demand and improving advertising revenues
The industry has been largely d ven by increasing digitisation and higher internet usage over the last
decade. Inte;net has almost become a mainstream media for entertainment for most ofthe people
MARKET DYNAMICS
The lndian media & entertainment sector is expected to grow at a Compound Annual Growth Rate
[CeCnl of 14.3 per cent to touch Rs 2.26 trillion (US$ 339 billionJ by 2020' while revenues trom
advertising is expected to grow at 15 9 per cent to Rs 99,400 crore [US$ 14 91 bi]lion)
Over FY 2015-20, radio will likely grow at a CAGR of 16 9 per cent, while digital advertising will grow at
33.5 per cent. The largest segmenl India's television industry, is expected to grow at a CACR of 15 per
cent, while print media is expected to grow at a CAGR of B 6 per cent
India is one of the highest spending and fastest growing advertising market globally The countrys
expenditure on advertising ii estimated at 15 sper cent in 2016, and is expected to grow by 11 2 per
.unt in 2012, based on various media events like T20 Cricket Worid Cup' the Indian Premier League
0PL) and State elections. Television segment, which continues to^hold highest share of spending' was
"*p".t"a,o grow by 12.3 percent in t016 and 11 per cent in 2017' led by increased spending by
packaged consumer goods brands and e_commerce companies
GOVERNMENT INITIATIVES
The Government of India has supported Medja and Entertainment industry's growth by taking varroLls
initiatives such as digitising the cable distribution sector to attract greater instltulion al lunding'
increasing FDI limit from 74 per cent to100 per cent in cable and DTH satellitc platforms' and grantlng
industry status to the film industry for easy access to institutional finance
The Union Cabinet has approved the model Shops and Establishment Act' aimed dt gunerating
"-ptop"n, ptotp"cts by iliowing cinema halls, restaurants, shops' banks and other such workplaces
to remain open round the clock
The Ministry of Information and Broad casting [l&B) is working towards promoting uase of doing
business, w-hich will ensure less regulation and facilitate India to become the hub of media and
entertainment industry.
The Govemment is planning to set up a National Centre of Excellence for media' which will providc
training to the industry professionals, and has also decided to fund movies' including uollywood and
regional films, for participating in foreign film festivals
SWOT ANALYSIS
1. Strengths
_l
> Cordial relations across entertainment industry
) Sound structured national network facilitates and the boom of M&E industry
> io-"r."rpont" time with efficient and effective selvice
> ODerational excellence) Expertise in mass-appeal movies and music
> Pool of contents
2. Weakness
Revenue and profitability is directly linked to the exploitation and growth ofour content
Rapid r€chnological thllg:t-..,.^-^^ ,.r,e about the success of films/ TV shows etc
No orediction or forecast ol auolence
3. Opportunities
> Rapid urbanization> Regional Media on rise
F Digitization and New Media-.New Avenues
> Growjng awareness among vrewers/customers about new technologies
) New ohise of low budget movies/TV Shows etc
) lncrease in no. of channels and Multiplexes
OUTLOOK, RISKS AND CONCERNS
rhe Indian economv has shown robust growth Film l"d':Tv.^'::"^::Ti[:r:il:':"tt"iit:nT."-T.*in*. e U"*". economy is aiways a better breeding ground lor more cr
continues to have a bright future "t;;;t;il;; lf"lou"'ntenft t"ttnt rural-friendlv Budget and
;";;;i;.*l'-u" "-io.t"tt" rinuiry rit"iv to r't"tp p"urtitntions in tier II and tier I Il markets'
INTERNAL CONTROL SYSTEMS AND ADEQUACY
4. Threats
> Government & regulatorY norms
> Fleeting Consumer expectations
> Decreasing Cycle timeF Increasing cost ofrights for movies and songs
F There are no entry barriers in ourinJustti' t"trich puts us to the threat of competition trom new
" iXtJllltnr" o. ,n,ft offocus ofGovernment policies may adversely impact our financials
The Company has regular internal audit system covering all key processes lnd has tn plrct' ldt-qultt
internal control
HUMAN RESOURCES
Your Company considers Human Resources to be one of the key elements to susrain compelltrve
advantase in the Media S".,ot M"t'i" "otg"tit"ti"rrt lt" human drlven; its growth deeends Yo-::1:
ollitat ii"i.ttt,ti" muJe ty tlte p"optE in tl't".otg"nization.Therefore' vour company recognrzes
human resources as a key compo;rit for facllitating organizational growth .Your,compa-ny,
ha:
;;ffi;;il-;;;J to .,"ut" und nu"ute a" o'gani'ation that is highlv motivated' result oriented and
adaDtable to the changing t'uslness *to""^""tlfft" Company has its own Human Resource Policy to
euiie, encourage and sdfeguard the employees'
PERFORMANCE OF THE COMPANY
The Company has reported profits during the year
Company is on the growth pdth Thc Financral &
statement.
under review. The operational periormance ot thc
operational detailsare mentioned in lhe iinancial
I
CAUTIONARY STATEMENT
statements in the Management Discussion and Analysis and the annuai report describing the
company's objectives, projections, estimates, expectations may be "forward-looking statements" within
the meaning of applicable secudties laws and regulations in lndia and other countries. Actual results
could defer materially from those expressed or implied. Important factols that could make a difference
to the company's operations include economic conditions affecting the domestic market, in which the
Company operates, changes in the Government regulations, tax laws and other statute santl olher
incidental factors and unforeseen circumstances.
@ H*1":p-l*,y*YAY & Durr
O 2406543s, (M) : 98310 35625E-mail : banerjee [email protected]
30/1/1, Basudevpur Road. lst FloorKotkata - 700 061
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF SPICY ENTERTAINMENT AND MEDIA LIMITHD.
Report on the Financial Stateme[ts
We have audited the accompanying financial statements of SPICY ENTERTAINMEN I AND
MEDI,A LIMITED. C'tfre company"), which comprises the Balance Sheet as at 31" March
2017, the Statement of Profit, and Loss and Cash Flow Statoment for the year ended 31"
l4arch, ZOtl, and a summary of signihcant accountjng policies and other explanatory
information.
Managcment's Responsibiliry for the Financial Statemelrts
The Company's Board ofDirectors is responsible for the matters stated in section 134(5) ofthe
Companiis Act,2013 with respect to the preparation ofthese financial stalements that give a
true ind fair vjew of the finaniial position, frnancial performance including cash flows ofthe
company in accordance with the accounting principles generally accepted in.lndia' including
the icctunting Standards specified Lrndcr Section 133 of the Act' read with Rule 7 of thc
Companies (Aicounts) Rules, 2014. This responsibility also includes the maintenance ofadequate accounting records in accordance with the provision of the Act lor safegLrarding of
the assets of the Company and for preventing and detecting the fiauds and other inegularities;
selection and application of appropriate accounting policies; making judgments and estimates
that are reasonaile and prudent; and design. implementatjon and maintenance of adequatc
intemal financial control, that were operating effectively lbr ensuring the accuracy and
completeness of the accounting records, relevant to the prcparation and presentation of the
financial statements that give a true and fair viet and are free from material misstatement'
$'hether due to fraud or error.
Auditor's Responsibiliry
Our responsibility is to cxpress an opinion on these financial statements based on our audit Wc
I'rave taien into account tie provisions of the Act. the accounling and auditing standards and
matiers which are required to be included in the audit report under the provisiom of the Act
and the Rules made therc under.
we conducted oLII audit in accordance with the Standards on Auditing specified under seclion
1,13(10) ofthe Act. Those Standards require that \lc compl,v with ethical requilenents .md plan
ard perform the audit to obtain reasonable assurance about whether the financial statements are
f'ree ftom material misstatement.
ffiD
Branch offlce: C.1, Premshila Apartments, Bank colony, Masterpara. Hirapur' Dhanbad - 826 0o1
An audit involves performing procedures to obtain audit evidence about thc amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'siudgment, including the assessment of the risks of mateial misstatement of the linancialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company's preparation of the financialstatements that give true and fair view, in order to design audit procedures that are aplroprirtein tle circumstances, but not for the purpose ofexpressing an opinion on whethcr the Companyhas in place an adequate internal financial controls system over financial reportjng such andoperating effectiveness of contols. An audit also includcs evaluating the appropriateness olaccounting policies used and the reasonableness of the accorurting estimates made byCompany's Directors, as well as evaluating the overall presentation ofthe financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate lo provide a
basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of oul infomation and according to the explanations given to us,the aforesaid financial statements give the infomation required by thc Act in the manner so
required and give a fue and fair view in conformity with the accoLulting principles generallyaccepted in India.
(a) ln the case of Balance Sheet, of the state of affaim of thc Company as at I1" March2017,
(b) ln the case of the statement of profit and loss of the Profit for the year ended on thatdate and its cash llows for the year ended on that date.
Emphasis of Matter
Confirmation of Debtors. Creditors and Loans & Advances has not been fulh obtained. Ouropinion is not qualified in this matter.
Report on other Legal and Regulatory Requirements
l. As required by the Companies (Auditor's Report) Order,2016 ("the Order") issued bythe Central Govemment of India in terms of sub-section (1 I ) of section 143 of tbe Act,we give in "Annexure A" a statement on the mattes specified in paragraph 3 and 4 ofthe order.
2. As required by section 143(3) ofthe Act, we report that:
a) We have sought and obtained all the infonnation and explanations which to the best olour knowledge and belief were necessary for the puryoses ofour audit.
b) hr our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination ofthose books.
c) The Balance Sheet, the Statement of profit and Loss and the statement of Cash flo$,sdealt with by this Report are in agreement with the books ofaccount.
d) In our opinion, the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the ,qct, reaa *itn flile ilf"ii" co.puni.,(Accounts) Rules. 2014.
:)-._On.ft" basis of written representations received from the directors as on 3l March,2017, taken on.ecord by the Board of Direcrors, none ofthe direcrors is Jsq*fited as on3 I March, 2017, ftom being appointed as a dir""to, in t"*. oii""i.. iO+i:'f
"r,rr" ect.
I With respect to the adequacv of the intemal financial controls over financrat reportingand the operating effectiveness ofs'ch controls refer to our rcpod in ..Annexure ts". and
g) In our opinion and to the best of our information and according to the explanationsgrven ro us, we rcpoft as under with respect to other matters to be inci;ded in the Auditor,sReport in accordance wirh Rule l1 ofthe Companies (Auait u"jluaitoijnrf
"., zOt+,
t- .,. The Company does not have any pending litigations which would impact its financialposttron,
provision, as.equired under the applicable law orforeseeable losses, if any, on long r".m conracts
iii. There were no amounts which required to be transferred by the Company to theInvestor Education and protection Fund.
rv . The company has provided requisite discrosurcs in the rinanciar statemenrs as regards
,,::.:'3;T :.ldj.,"l,lgs,in,specified bank noles as defined in the notification s.o. :aor6;y:,1:.j^. ):1. ru.ro ot the Minisrry ofFinance, during the period liom 8,h No, 2016 to 30,6yl" iu,o.
rJased on audrt procedures performed and the representations provided to us bvme management we report that the disclosures are in accordance with the-books oI accountmaintained by the Company and produced to us ty tt "
lrruno!._";;. ' -- "
For Bandyopadhyay & DuttCharteted Accouktdnts
ii. The Company has madeaccountlng standards, for materialincluding derivative contracts.
Place: KolkataDatet 30105/20)j
AI\]NEXUllE 'B', TO THE INDIiPF:NI}[NT r\ti3r'l'{}i{',S R!tprli:11'{Refetredto in paragraph 2 (f)under'Report on Other Legaland Regulatory Reqoire ments' sect on ofoLr reportofeven
Report on the Internal Financial controls Over Fina[cial reporting under Clause (i) of Sub-
scction 3 ofSection 143 ofth€ companies Act,2013('the Act')
We have audited the intenral financial controls oler financial repofiing ol SPICY
ENTERTAINMENT AND MEDIA LIMITED. ('the company') as of March 31, 2017 incoqiunction with our audit of the financial statements ofthe company for the year ended and as on that
date.
Management's Responsibility for Int€rnal Financial Controls
The company's management responsible for establishing and maintaining internal financial controlsbased on the htemal control over financial reporting criteria established by the company considedng
the essential components of intemal control stated in the Guidance Note on the Audit of lnternalFinancial Controls Over Financial Reporting issued by the lnstitute of Chartered Accountants of lndia('the Guidance Note'). These rcsponsibilities includc thc dcsign, implementation and maintenance ofad€quate intemal finarcial controls that were operating ellectively for ensuring the orderly and ellicientconduct of its business, including adherence to Company's policies, the safeguards of its assets. the
prevention and detection of fmuds and errors, the accuracy and completeness ofthe accounting records.
and the tiinely preparation of reliable financial information, as required under the Act 201L
Auditors' Responsibility
Our responsibility is to exprcss an opinion on the company's ioternal financial controls over finanoial
reporting based on our audit. We have conducted our audit in accordance with thc Standards on
Audifing prescribed un der Section I 43( I 0) of the Act and the C uidance Note, to the extent app licab Ie to
an audit of intemal financial controls. Those Standards and the Guidance Note require that wlr comply
with the ethical rcquirements and plan and perlbrm the audit to obtain reasonable assurance about
whether adequate interna) financial controls over financial repofting was established and ii such
controls operated effectiveiy in all matcrial respects.
Our audit involves performing procedures to obtain audit evidences about the adequacy ofthe intemal
financial coltrols system over financial reporting and their operating effectiveness. Our audit ofinternaifinancial controls ove. financial reporting ;ncluded obtaining an understanding of int€rnal financial
conffols over financial reporting, assessing the risk fhat a material weakness exists, and testing and
evaluating the desig a d operatiDg effectiveness of intemal control bascd on th€ assessed risk. The
procedures selected depend on the auditor's judgment, including assessment of the risk of material
rnisstatement ofthe financial statements. whether due to fraud or error.
.1..)---Zrx9
We believe that the audit evidences, we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the Company,s intemal finarcial coDtrols system o,rol"*"ra, ."ood"n.Meaning oflnternal FiDancial Controls over Financial Reporting
A Company's intemal financial controlprovide.reasonabre u,,u.un". ."gu.aingilv'jilJ;#il"",ilJi:il1:J;il:jT"i"".;ff:: :?financial statements for extemal purposes in accordance with generally u.""ffili_"ountrrg, pr;n.ipt"r.A Company's internal financial co trols system over financial reporti g includes those pollcies andprocedures that (r) peftain to the maintenance ofrecords that, in reasonaire detair, accuratety and fairrythe transactions and dispositions ofthe assets ofthe company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of finauciar statements in accordance withauthorizations of management alrd directors of the company; and (3) provide reasonable assuranceregardrng prevention or tirnely detection of unauthorized acqujsition, use, or drsposition of thecompany's assets that could have a material effect on the financial statements.
lnherent Limitations oflnternal Finatrcial Controls over Financial Reporting
Because ofthe inherent Iimitations ofintemar financiar contrors over financiar reporting, incrudinS thepossibility of collusion or improper management override of controls, material missrarements due toenor or fratd may occur and not be detected_ AIso projections ofany evaluation ofthe rnternal financialcontrols over financial reporting to future perods are subject to the risk thnt the Inaernal financiarcontrols over financial repo.ting may become inadequate because of changes in ;orrrons. or that thedegree ofcompliance with the policies or procedures may deterioratc.
Opinion
ln our opinion, to the best of our information and according to the explanations grven ro us, theCompany has, in all nraterial respects, an adequate internal fi"-"i"f *jrJ'ry.,.m over iinancialrepoftng and such internal financial contnMarch 31, 20i7. based on rbe ,";;
""":,:J,"::fH:i::j":#:"H";li:lij,::,:1r,",#,ril;i,:jcompany considering the essential compolents of intemal contror statedln the Guidance Note issuedby the lnstitute ofChartered Accountants oflndia_
FoT BANDYOPADIryAY & DUTTChartercd Accountan(s
ion No.325l l6f,l
KolkataDated: l0/05/2017
IMembership no.055658]
ANNEXUR'.A TO THE INDEPENDENl' AUDITOR'S R[PORT(Referred to in parag.aph I under 'Report on other Legal and Regulatory Requirement' sections of our
repon ol-even dale)
a) The Company has maintained proper records showing full particulars.
including quantitative details and situation ofpropert-v, plant and equipment.
Fixed assets have been physically ve fied by the Management at reasonable
intervals. According to the infomation and explanation giv€n to us, no material
discrepancies were noticed on such verification. In our opinion, this periodicif)
ofphysical verification is reasonable having regard to the size of the Company
and the nafure of its assets,
According to the information and explanations given to us and on the basis of
our examination of the records of the Compan), the company does not hold
any immovable properties.
c)
iit
rv)
ii) As explained to us , lnventories have been physically veritied by the ManageDrenl at
reasonable inteffals during the year, and no discrepancies have noticed by the
Company.
As per the inlbrmation and explanation given to us, the company has not graDted an)
loans, secured or unsecured to Companies, firms, Linited Liabilif Partnership or other
parties, covered in the register maintained under section 189 of the Companies Ac1.
2013. Therefore, sub-clause (a), (b) and (c) of clause (iii) of Paragraph 3 of the order
are not applicable to the Company.
ln our opinion and according to the infomation and explanations given to us, the
Company has complied with the provisions of section 185 and 186 of the Act, with
respect to the loans and investments made.
The Company has not accepted any deposit from the public as stipulated under the
provisions of section 73 to 76 or any other relevant provisions of the Conpanies Ac..
2013 and the Rules framed there under and the directives issued by the Reserve Banl
oflndia.
The Central Government has not prescribed the maintenance ot cost records under
section I 48( I ) of the Act, for any of the business/services rendered by the Com pany.
vt)
viD a) According to the information and explanations given to us and on the basis of
our examination ofthe rccords ofthe Company, amounts deducted/ accrued in
the books of account in respect of undisputed statutory dues including
provident fund, incometax, salos tax, value added tax, duty ofcustoms. servicc
tax, c€ss and other material statutory dues have been regularly deposited during
the year by the Company with the appropriate authorities.
According to the information and explanations given to us, no undisputed
amounts payable in respect of provident fund, income tax, sales tax, value
added tax, dury ofcustoms, service ti:l-\, cess and other naterial statutory ducs
were in arrears as at 3 I March 201 7 for a period of more than six months ftom
th€ date they became payable.
According to the information and explanations given to us, there are no
material statutory dues of income tax or sales tax or service tax or dut) of
customs or dury of excise ot value added tax which have not been deposited
with the appropdate authorities on account ofany dispute.
viii) The Company does not have any loans or bonowings fron any financial institutior-
banks, govemment or debenture holdcrs during the year. Accord;ngly, paragraph 3(viii)
ofthe Order is not applicable.
ix) The Company did not raise any money by way of further public ofler (including debt
instruments) and term loans during the year. The money raised by way of initial public
offer werc applied for the puryoses for which those are |aised.
x) According to the infomation and explanations given to us, no material fraud by the
Conpany or on the Company by its office$ or employees has been noticed or repo(ed
during the course of our audit.
According to the informatioD and explanations gjve to us and based on our examlnatron
of the records of the Company, the Company has paid/provided lbr managerial
rcmunemtion in accordance with the requisite approvals mandated by the provisions of
section 197 r€ad with Schedule V to the Acr
Dl
xr)
xiD ln our opinion and accord;ng to the infomation and explanations given to us,
Company is not a nidhi company. Accordingly, paragraph 3(xii) of the order is
applicable.
xii0 According to the information and explanations given to us and based on our
examination ofthe records ofthe Company, transactions with the relaled padies are in
compliance with sections 177 and 188 ofthe Act where applicable and details ofsuch
transactions have been disclosed in the financial statemenls as rcquircd by the
applicable accounting standards.
xiv) According to the information and explanations g;ve to us and based on our examination
ofthe recofds of the Company, the Company has not made any preferential allotmenL
or p vate placement ofshares or fully or partly convertible debentures during the year.
According to the information and explanations given to us and based on our
examination of the records ofthe Company. the Company has not cntered into non-
cash transactions with dircctors or persons connected with him. Accordingly, paragrapr
J(xv) ofthe Order is not applicable.
The Company is not required to be registeted under section 45-lA ofthe Reserve Bani'.
oflndia Act 1934.
xv)
xvr)
FoT BANDYOPADIryAY & DUTTChartered Accountants
rm Registralion No.325 I 16El
;;..;;";;1",1,J,
the
KolkataDated: 30/05/2017 IN]enbenhip no.0556581
SPICY ENTERTAINMENT AND MEDIA LIMITEDBALANCE SHEET AS AT 31ST M 20L7
End of31st March,20l7
Amount(t)31st Mar€h,201
165112500411O495
1. shareholder's Funds(a) Share Capita(b) Reserves & Surplus
2. Current Liabilities(a) Other Current Liabi ities(b) Short Term Provisions
TOTAL
1. Non Current Assets(a) F xed Assets
(i) Tang ble Asseis(b) Non Currenl lnvestments(c) Deferred Tax Assets(d) other Non-Current Asseis
2. Current Assets(a) Inventor es(b) Trade Rece vab es(c) Cash and Cash Equiva ents(d) Short Term Loans & Advances(e) Other Curfent Assets
TOTAL
5344!2336249A7DO
169242995 119595147
46260291604t 74
1169125002682687
s9s988
343795
536903036
706146031
6230203
12542539U
5
678
40849015750000
8061
16166951
910111213
5500000
1312488682724593
482000
.r 1lt 1!9ItE566630 L 2
r23259r29
The Accompanylng Notes form an integral pa(ofthe Financia Statements
As per our Report of even date.
69001904o 124885607
706145031 125425390
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Spicy Enledainrnent and Medis Llmfuicy Entertainment and Me.;a Lt
Spicy Enlerla nnre:rlAnd l'4edia Limiled
7=\!rol-$o!at{DIPRANCfi|ltAttrt Rcrels^(company S€cretary)
, A*F\-r-t E-:-aNrNova erxrs oaii'i"(Managing Director)DtN I 0727417r
l n
o,ffiHf#,,k,"ABHISHEK DAS(Directo.)DIN: O7O43079Membership No. O55658
Place : KolkataDate: 3oth lilay, 2017
For Bandyopadhyay & DuttChartered AccountantsFirF R€gn No:325116
P K Bandyopadhyay(Partner)
{z))!,
1
2
3
SPICY ENTERTAINMENT AND MEDIA LIMITEDSTATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2017
End of31st March,2017
End of31st March,2016
15927554730399
Revenue From OperationsOther Income
Total Revenue
Membership No. Oss6s
Place : KolkataDate: 3oth May, 2017
For Bandyopadhyay & DuttChartered Accountants
P K Bandyopadhyay(Partner)
ABTiISHEK DAS(oirector)DIN: O7Oa3079
15
159305945
178011956882690
?49q4qs
7461Q(44610)
r 31,197061618:106642497
Changes in Inventorles of Finished Goods, Stock inEmployee Benefits ExpenseDepreciatlon and Amortisation ExpensesOther Expenses
Total Expenses
Profit/(Loss) Before raxTax Expenses:Current TaxDeferred TaxProfit/(Loss) for the yearEarnings per equity share of face value of < 10 eacBasic and DilutedBalance Carried to Balance Sheet
16tl18
1s5390000(5455390)1392242
1870985081928
1565958 7A 2L440507
20
2710064
486527(335734)
3243378
1407643343795
2185531
0.19
1447804
0.09
The Accompanying Noles form an integral part of the Financial Statements
As per our Report of even date.
14a7aOa 2145531
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
r,$tes.
spicy Entertairmenl and Media Llmfoicy Entertainment and Mer;a Li
I --Itu _ J_1- L_lo^il'i3ft'1ft'^"s
sisrflo(Mana9in9 Director)DIN I O7274L7L
Spicy Eniertai.'r'eilAri ir'l.'ia Lii: icd
\'-+o-.ibronj
-{f,o}u{/' I
conrnan) \' r 3'D]PRANI THAKUR(company Secretary)
SPICY ENfERTAINMENT AND MEDIA LIMITED
te0
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017
3lst March,2017Amount(a)
Particulars 31st March,2016Amount(a)
Profit Before Taxation
Deprec ation and Amortisation Expenses
Cash flow before worklng capital changesAdjustments for working capital changes:Increase/(Decrease) r1 Other Current Liabilities
lncrease/(oecrease) in short rerm Prov s!ons
(Increase)/Decrease in Inventories(lncrease)/Decrease in rrade Recervables
(lncrease)/Decrease in Short Terf. Loans & Advances
(lncrease)/Decrease in Other current assets
cash flow from operations
cash flow from operatinE activities
CASH FLOWS FROM INVESTING ACTIVITIESPurchase oi F xed Assets
Purchase of Non Current Investmentsoayrent 'or PrF,'r.r1ery & Pre-Ooeraiive trpensesCash ftow from Investing activities
za97 L66
529746307446527
{5455390)918856
(ss9465463)(482000)
(30913998)(886s27)
(31aO0s24)
( 15750000 )
r24 rr-b II
1618310 |
--
486 r 68t1I
-,-_--lr40r64l
I(446r0)l
(srseso)l1Ot+S:ZOll
-
-- 18466141rr4ni6ari
44tO52
(7886: r )
(198287 )(11a6a94)
(741s'46)1404858663012
27|006A
187098
(1s75OOOO)
48200000lcasx rLows rnou rruttctttc rctrvrreslProceeds trom lss!e of 5hares
lcash tlow from Financing activities
Net in€rease in cash and cash equivalentscash and cash equivalents at beginning of petiodcash and cash eq!ivalents at end of Perlod
549476663012
1312444
4a200000
As per our Report of even date
for Bandyopadhyay & DuttChartered accountants
fOR AND BEHALF OF THE BOARD OF DIRECTOR
If ie(i,nr,.:ci]i and l,,i.l,,a j-jrFlSU Enierisitf'ttni irn! t:c!,.j
A-r-,-r,-'
*:*g,\!.il'tdKu1- o'"
"fiqfltffi 'l0ii''"'
Spicy
Spicy
D rrrc[K I &bvarbfdAtsaiPra(Manasing Director)DIN I O7274L71
ErleriJl ii,rl1...: 't: ia - ,.i
(Company secretarY)
DIri6HtSAEltShSd si'r(Director)DrN:07043079
(Partner)Membership No.055654
Place : KolkataDat€: 30th May,2017
No:32511
P K Bandyopadhyay
SPICY EiTTERTAINMENT AND MEDIA LIMITED
NOTES ON FINANCIAL STATE ENTS FOR THE YEAR ENDED 31ST MARCH, 2017
1. SHARE
Particulars
Figures as atEnd of
31st March,2017Amount(t)
Flgurcs as atEnd of
31st March,2016Amount(<)
AuthorisedI7000000 (.17000000) EouiLv Shares oI r 10 eac^ ,___tz9!!aaa.L
11691250048200000
11691250 (11691250) Equitv Shares of < 10 each, fullv paid up4820000 (-) Equity Shares of { 10 each, turllv pald up
TOTAL
r 169 r2500
_____158!!2E! o 1169125
1A. RECONCILIATION OF NUMBER OF SHARES
ParticularsAs at 31st March,2017 As at 31st March,2o16
No. of Shares Amount (t) No. of Share Amount (<)
Strares outstanainq at the beginninq of the vearAddiShares issued durinq the YearLessrShares bought back during the vearshares outstandino at the end of the vear
116912504820000
11691250048200000
11691250 116912500
16511250 16s112500 11691250 115912500
ParticularsAs at 31st March,2017 As at 3lst March,2016
No. of Shares of Holdinq No. of Shares of Holdinq
Eouitv Shares of { 10 eachPink Lady [4efchandise LLP* 4245 000 25.71 424SAO0 36.3r
* previouslv known as Pink ladv lvlerchandise Pvt Ltd
SPICY ENTERYAINMENT AND MEDIA LIMITED
NOTES ON FINANCIAL STATEN.TENTS FOR THE YEAR ENDED 31ST MARCH. 2017
2. RESERVES & SURPLUSFigures as at
End of31st ilarch,2017
Fiqures as atEnd
Particulars 31st March,2015Amount(()
Surplus in Statement of Profit & LossBalance as at the beginning ofthe year
Addi Net Profit /(Net Loss) for the current year
Balance as at the €nd of the Year
TOTAL
26A26al1487808
497 75t2185530
4L7049s 26a2647
4L70495 2642647
3. OTHER CURRENT LIABILITIES
Particulars
Figures as atEnd of
3lst March,2017Amount(t)
Figures as atEnd of
31st March,2016Amount(t)
214002306080
60181/52
26A612
(a)Statutorv DuesProfessional Tax PaYable
Service Tax OutputSwachh Bharat CessKrishi Kalyan Cess
TDS Payabie (2015-16)TDS Payable (2016-17)
(b)Olhslay3-b!-csAudit Fees PayableDlrectors Remuneration PaYafJle
Professional Fees payable
nt payable
alary Payable
654881s000
320000180000
390005 31135763
2657045 250301r
't4342061631
5145 0
37 5 500
753637 0000
623610180000113000
106104 5
5317 55 251 212301a
4626029
4. SHORT TERM PROVISIONSFigures as at
End ofFigures as at
EndMarch,20LTAmount({)
31st March,2016Amount(<)
2490704 1644r74
2490700 1604!74
ffi\w
Yco dl \t:\o
E.l<q
z
:e n eE4<q
6
en.o
-q)
Ri q6b;
l!
!Nxs 3 ::ro
;fiIj
.9C
ANxs 3 ::(o
!419'
.x-u-l Pdlo xer= i;,c i
I
I
I
I
I
I
lnlgIHtf,t, flIH FI
l1 flHlqqH
13Hfl|:lqa,|HflAHHd$ilIHHHfl
o(Jt/i 5
I
SPICY ENTERTAINMENT AND MEDIA LIMITED
NOTES O FINANCIAL STATEMET{TS FOR THE YEAR ENDED 31ST i'IARCH, 2017
NON
Particulars
Figures as atEnd of
3lst March'2017Amount(t)
Figures as atEnd of
31st March,2015Amount({)
Investment in Equity Instruments (Face Value of a10 each)
175000 Shares of AHV Investments Ltd
TOTAL
Aggregate value of unqLtoted Equity instuments
157s0000
157 50000
157 50000
D TAXFigures as at gures as at
End ofEnd of31st l'larch,2017
Amount({)31st March,2O16
Amount(<)
343795
8.gures as at
End of31st March,2017
Amount(<)
End of31st March,2O16
Amount(<)
la274AA398287
Preliminary Expenses as per last year accountAdd: Additjon during the year
Less: Adjusted during the year
TOTAL
14256471425647
Figures as at igures as at
ParticularsEnd of
31st March,2017Amount({)
End of31st March,2016
Amount({)
I\4ovie RightsCD
TOTAL 5500000
44610
44610
SPICY ENTERTAINMENT AND MEDIA LII'IITED
NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2017
RECFigures as at
End of31st March,20l7
Amount(t)3lst March,2016
Amount(t)
Ovef SixOthers
TOTAL
588000330856
918856
EQUIVFigures as at
End of31st 11arch,2017
Amount(<)
Figures as a
ParticLrlarsEnd of
31st March,2O16Amount(<)
In Current AccountCash on hand
5 3 089913 21 13
663012
12. sH SA
Particulars
Figures as atEnd of
31st March,2017Amount(t)
Figuaes as atEnd of
31st March,2016Amount(t)
Advances for f4oviesAdvances Recoverable in Cash or inrecetved
kind or value to be28587 53 5 6
39515373818024356
103111354
121801706
1220426
I078t 9
7451423
681029094
r29t7a1220426
35028107819243047
Receivables (FY 15- 16)Receivables (FY 16-17)
Self Assessment Tax (FY 13-14)Self Assessment Tax (FY 15-16)
TOTAL
1695498
L23259L29
HER CURRFigures as at
End of31st ilarch.2017
Amount(t)
Figures as atEnd of
31st March,2O16Amount(<)
SecuriW
TOTAL
48 2000
ffi E
SPICY ENTERTATNMENT AND MEDIA LIMITED
Figures as at Figures as at
ParticularsEnd of
31st March,2017Amount({)
31st March,2016Amount(l)
15764944 10 0000
1328844144r2754
Other Operating IncomeSponsorshiP, f4arketing andEvent lvlanagement
159 575030317
17a01195
I5. OTHER INCOME gures as agutes as a
ParticularsEnd of
31st March,20l7Amount(<)
End of31st March,2016
Amount(t)
Interest IncomeOther Income
TOTAL
30399
6882433251
30399 6882690
Figures as atEnd of
-igures as atEnd of
Particulars 31st March/2017Amount(t)
31st March,2o16Amount(<)
5500000s s00000
44610
44614
Inventories (at Commencement)
TOTAL
-(5r-E3g0t
rs'i\Si
'./,w
SPICY ENTERTAINMENT AND MEDIA LIMITED
NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH. 2017
EM PL NSEFigures as at
End of31st March,2017
Amount({)
Figures as at
Particulars 31st March,2016Amount(a)
Director's RemunerationSalaries,Wages & BonusStaff WelfareTrainee and Casual Employees
TOTAL
2450001147 2_42
15000 02Q86140
233010106799 56
18. DEPRECIATION AND AMORTISATION EXPENSESFigures as at Figures as at
End of31st March,20 16
Amount(<)Particulars
End of31st March,2017
Amount(t)Depreciatlon 187098 192623
1425681Preliminary Expenses written off
TOTAL 187094 161431
SPICY ENTERTAINMENT AND MEDIA LIMITED
NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2017
Particulars
Figures as atEnd of
31st March,2O17Amount(<)
Figures as atEnd of
31st March,2O16Amount({)
vertisement Expenses 151 3 3 2
6s319f612
a73l149100
199 00603 21310749414375417 7283169734
77223452500
2497 A
423346683125
118936845
475095
5960043325394432l \2f
182554247055
425334
s7254
4)142239t463
169305244
1056000593629529029500
371494
Bank ChargesConnectivity ChargesE ectricity Expenses
Fil ng Fees
Interest on TDSListing Fees
ce ExpensesPrinting & StationeryProfessional Fees
Professional TaxRates and TaxesRegistar ExpensesRentRepairs and 14aintainance
Telephone & Internet ExpensesTrademark Registration ExPTravelling Expenses
Audit FeesPayments to the auditor as
Statutory Audit Feesax Audit Fees
TOTAL
5035928 6 5 98141
3450011500
32900114 50
4600 0 44350
5081924 6642
Particulars
Figures as atEnd of
31st March,2017Amount({)
Figures as at
31st March,20 16Amount({)
Basis for calculation of BasProfit after tax (t)Weighted Average NumberBasic Earning Per Share
c and Dlluted EPS
of Equity Shares (Nos)1487808
16 5112 5 00.09
218s5311 16912 5 0
0. 19
SPICY ENTERTAINMENT AND MEDIA I,IMITED
Notes lo Financial Statements as at and for the year ended March 31, Z0l ?
21, SIGNIFICANT ACCOUNTING POLICIES:
1 Basis ofpreparation ofFinancial Statements
The financial statements ofthe Company have been prepared in accordance with the genetatty
accepted accounting principles in India (lndian CAAPJ. The Company has prepared these financial
statements to comply in all material aspects with the accounting standards notified under Section
133 ofthe Companies Act, 2013 read together with paragraph 7 ofthe Companies lAccounts) Rules
2014 and Companies (Accounting Standards) Amendment rules,2O16. Tbe !inancial Statements
are prepared under the historical cost convention on an accrual basis. The accounting policies
adopted in the preparation offinancial statements are consistent with those ofprevious vear.
1.1 Summary of Signifi cant Accounting Policies:
i) Use ofEstimates
The preparation of financial statements in conformity with generally accepted accounting
principles requires the management to make judgments, estimates and assumpdons that affect
the reported amounts ofrevenuet expenset assets and liabilities and disclosure ofcontingent
liabilities at t.}te date offinancial statements and the results ofoperations during the reporting
year end. Although these estimates aae based upon the managemenfs best knowledge ofcurrent events and actiont uncertainty about these assumptions and estimates could result in
the outcomes requiring a material adjustment to the carrying amount ofassets and liabilities in
future pe ods-
ii) RevenueRecognition
Income and expenditure are recognized and accounted on accrual basis as and when they are
earned or inflilred. R€venue from sales ofmovie right transaciions are recognized as andwhen
the significant risk and reward attached to ownership in goods is transfened to the buyer.
iii) Fixed Assets
Fixed Assets are stated at cost less accumulated depreciation and impairment losses, if any.
Cost comp ses the purchase price and any att butable cost of bringing the assets to itsworking condition for its intended use and initial estimate of decommissioning, restoring and
similar liabilities, if any. Any trade discouDt and rebates are deducted in arriving at the
Purchase pdce.
Gains or losses arising from de-recogniuon of Fixed Assets are measured as the difference
between the net disposal proceeds and the carrying amount ofthe ass
the Statement ofProfit and Loss when the assets is de-recognised.
are recognized in
SPICY ENTERTAINMENT AND MEDIA I'IMITED
Notes to Financial Slat€nenis as al and fot tlte yeal en'led Match 3l '
2017
lntangible assets acquired separately are measured
initial recognition, intangible assets are caried at
impairment losset if anY'
on initial recogflition at cost Following
cost less accumulated amortization and
rv)
v)
Depreciation on FixedAssets and Amortizabon on Intangible assets'
Depreciation on Fixed Assets is calculate'l on awritten down value (WDVI basis using the mtes
arriveal at baseal on the useful lives esdmated by the management which is as per the mtes
specified in schedule ll to the Companies Act' 2013
lmpairment of Fixed Assets
The carrying amounts of assets are reviewe'l al each balance sheet date for any indication ol
impairmentbasedonintemal/externalfactors'\Mherethecarryingvalrreexceedsthe
estimated recoverable amounr, provrsron fot impairment is made to adjust the carrying value
to the recoverable amount The recoverable amount is the greater ofthe assets estimated net
realizable value and value in use ln assessing value in use' the estimated future cash flows are
discountedtotheirpresentvalueusinganappropriatediscountingrate.lfattheBa|ancesheet
date there is an indication that a previously assessed impailment loss no longel exists' the
recoverable amount is reassessed and the asset is reflected at the recoverable amount subiect
to maximum ofdepreciable historical cost-
vi) Borrowing Costs
Borrowing cost includes interest and amortization of ancillary costs incurred in connection
with the arrangement ofbonowings.
Borowing costs directly attributable to the acquisition, construction or production of assets
that necessarily takes a substantial pedod of time to get ready for its intended use or sale are
capitatized as part ofthe cost ofthe respective asset. All other borrowing costs are expensed in
the periodthey occur.
viil lnvestments
Investments that are readily realizable and intended to be held for not more than a year fromthe date on which investments are made are classified as Current Investments. All otherInvestnents are classified as Long term Investments. Cunent Investments are stated at lowerofcost and fair value determined on an individual invesunent basis. Long term lnves.rents areconsidered "at cost'' on individual investment basi, unless there is a decline other tian
6*R8l r<"unl )iGJ'
SPICY ENTERTAINMENT TND MEDIA I'IMITED
Noles to financial Slalements as at and for lhe yea! ended March 3l' 20lZ
temporary in the value, in which case adequate provision is made against such diminution in
the value of invcstments
On disposal of an investment, the difference between its carrying amount and net disposal
proceeds is charged or creditealto the statement ofprofit &Ioss'
viii) Inventories
invefltories are valued at cost or net realizable value' whichever is lower'
Provisions
A provision is recognizeal when the company has a present obligation as a result of past eveni
it is probable that an outflow of resouices embodying economic benefits will be required to
settte the obligation and a reliable estimate can be made of the amount of the obligation'
Provisions are not discounted to their present value and are determined based on the best
estimate required to settle the obliSation at the reporting date' These estimates are revie\ted at
each reporting date and adjusted to reflect the currentbest estimates'
Contingent Liabililies and Contingent Assets
A contingent liability is a possible obli8ation that arises from past events whose existence lvill
be confirmed by the occurrence ol non-occurrence of one ol more uncertain filture events
beyond the control of the company or a present obligation that is not recognized because it is
not probable that an outflow ofresources will be required to settle the obligation A contingent
liability also arises in extremely rare cases where there is a liability that cannot be recognized
because it cannot be measllred reliably. The company does not lecognize a contingent liability
but discloses its existence inthe financial statements
Contingent Assets are not recognized in the financial statements'
xi) Taxation
Tax expense comp ses of current and deferre'l tax Current income tax is measured at the
amount expectedto be paid to the tax authorities in accordance with the Income TaxAct' 1961'
Deferred lncome tax reflects the impact of current year timing differences between taxable
income and accounting income for theyear and reversal of timing differences ofearlieryears'
Thedeferredtaxfortimingdifferencesbetweent}ebookandtaxprofitfoltheyearisaccounted for using the ta( mtes and laws that have been substantively enacted as of thc
Balance Sheet date. Irefereal tax asset is recognized only to tlle extent that there is reasonable
certainty that sufficient future taxable income will be available against which sg\leferred tax
ix)
x)
SPICY ENTERTAINMENT AND MEDIT I;IMITED
Noles lo Financial Slaiernenls as al and for {he year ended March 31, 2017
asset can be realized. In situations where the company has unabsorbed depreciation or carry
forward tax losses, ali deferred tax assets are recognized only if there is virtuai ceftainty
supported by convincing eviderce that they can be realized against future taxable profits. The
carylng amount ofdeferred tax assetis reviewed at each Balance Sheet date
Minimum Altemate Tax [MAT) credit is recognized as an asset only when and to the extent
there is convincing evidence that the company will pay normal income tax du.ing the specified
pedod. In the year in which the MAT credit become eliSible to be recogniTed as an asset in
accordance rvith the recommendations contained in the Suidance note issued bythe Institute of
Chartered Accountants of India, the said asset is created by way ofa credit to the statement of
profit and loss and shown as MAT Credit Entitlement. The Company reviews the same at each
balance sheet date and writes down the carr,'lng amount of MAT Credit Entitlement to the
extent there is no longer convincing evidence to the effect that the Company will pay normal
Income Tax during the specified period.
rii) Segment Reporting
The generatly accepted accounting pdnciples used in the preparaiion of the financial
statements are applied to record revenue and expenditure in individual segments.
Segment ievenue and segment results include transfers betlveen business segments. Such
transfers are accounted for atthe agreed transaction value and such transfers are eliminated in
the consolidation ofthe segments.
Expenses that are directly identifiable to segments aae considered for determiningthe segment
resull Expenses, which relate to the company as a whole and are not allocable to segments, are
includedunderunallocated corporate expenses.
Segment assets and liabilities include those directly identifiable with the respective segments.
Unallocated corporate assets and liabilities represent the assets and liabilities that relate to the
company as awhole and not allocable to anysegment.
xiii) EmployeeBenefits
Short term benefits and post employmentbenefits are accounted in the period during which
the services have been rendered,
xiv) Earning Per Share
The basic earnings per share are computed by dividing the net profit ble to t}le equity
shareholders for the year by the weighted average number ofequity during
SPTCY ENTERTAINMENT TND MEDIA TIMITED
Notes to financial Slatements as al and tot the yeat ended March 3l ' 20lz
the repofting period Diluted EPS is computed by dividing the net profit attributable to the
€quity sharehoiders tor the year by the weighted average number of equity and dilutive equity
equivalent shares outstanding duringthe year' exceptwhere the results would be anti-dilutive'
xv) Cash Flow Statement
cash comp ses cash on hand anil demand deposits with banks Cash equivalems are sholt-
term balances [with an original matu ty ofthree months or less from the date ofacquisition)'
highly liquid investments that are readily convertible into known amounls of cash and which
are subiectto insignifrcant risk ofchanges in value'
cashflowsalereporiedusinStheindiiectmethod,wherebyprofit/(loss]beforeextraoralinary items and tax is adiusted for the effects oftransactions of non-cash naiure and
any deferrals or accruals of past or future cash receipts or pa]rments The cash flows from
operating, investing and financing activities of the Company are segregated based on the
available information.
)*{i)h? l?
'ig
SPICY HVTERTAINMEI{T AND MEDIA LIMITED
Notes to Financial Statements as at and for the year ended March 3 I , Z0 I z
22. Related Party Tnnsactions
Name ofrelated parties in Transactions with company and description ofrelationship
upto May31,2016
w.e.l lune 1,2016
Upto November 15,2016
23. Tmnsactionwith Related parties during the year
(Amount in Rs.)Name Nature ofTransactiotr Year ending
March 37, 2017
Year ending
March 31,
2016
Mr. Anindya Bikas Datta Remuneration Paid Rs.1,80,000 Rs.1,00,000
Mr. Nitesh Agarwal Remuneration Paid Rs.1,11,532 Rs.1,32,500
Ms Neha Barnwal Remuneration Paid Rs.30,000 Rs.75,000
Ms Diprani Thakur Remunemtion Paid Rs, 1.,7 3,420
24. In terms ofAccounting Standard 17 - "Segment Reporting,, notified by Companies Act, 2013,the Company has only one reporlable business segment and have only one reportablegeographic segment in lndia.
25. Contingent Liabilities: Nil (previous year - Nil)
26. Certain Balances ofparties under sundry debtors, creditors,loans and advances are subjectto confi rmations/reconciliation.
27. There was no expenditure/earning in Foreign Currency du ng the year.
28. As informed there are no dues to Micro Small and Medium Enterprises as on March 31,2017.
29. During the year, the Company had specified bank notes or other denomination note asdefined in the MCA notification no. c.S.R 3OB(E) dated March 31, ZOLT on the details of
Key M onogeri al Personnel :
MrAnindya Bikas Datta
Ms Neha Barnwal
Ms Diprani Thakur
Mr Nitesh Agarwal
- Managing Director
- Company Secretary
- CompanySecretary
- Chief Financial officer
SPICY B\NERTAINMENT AND MEDTA UM1TED
Notes to Financial Statements as at and for the year ended Malch 3I. 20I7
Specified Bank Notes (SBNI held and transacted during the period November 8,2016 to
December 30, 2016, the denomination wise SBNS and other notes as per the notification is
given below:
[Amount in RsJ
Particulars SBNs* Other
denomination
notes
Total
Closing cash inhand as on November B, 2016 k.12,782 k.72,782
[+J Permitted receipts
(-J Permitted Payments
[-] Amount deposited in banks
Closing cash in hand as on December 30, 2016 Rs.72,782 Rs.12,782
30.
*For the purpose ofthis clause, the term 'Specified Bank Notes' shall have the same meaning
provided in the notification of the Covernment of India, in the Ministry of Finance,
Deparlmenl ofEconomic Affaifs no S.O.3407(EJ, dated November 08, 2016.
Deferred Tax
(Amount in Rs)
Particulars Year Ending
March 37,2017
Year Ending
March 31,2016
Fixed Asset as per Income Tax Act Rs.4,35,877 Rs.5,68,043
Fixed Asset as per Companies Act Rs.4,08,890 Rs.5,95,988
Defeffed Tax Assets Rs. &061 Rs.3,43,795
SPIGT H{TERTAINMEI\TT AND MEDTA LIMITM
Notes to Financia.l Statements as at and for the year ended March 3 I , 20 I 7
31, The Previous yea/s figures have been regrouped, reclassified or rearranged wherever
necessary.
FoT BANDYOPADHYAY& DUTTChartered AccountantsFirm Regn No.325116E
For and on behalf of the Board of Directors
3p;,) L'r:err!r,in),n: ac.i [:-..,1 L:iiicrl Sp'cy Ertenc rrr:;.' z,:.t t:. . , .. a - "_. -,,,, rjc!,d Ltrnlig6
/ ^-oi.rftr )dt *Etr $'in-"totAnlnoya btKas uaftaManaging DirectorDIN 072741.7L
DirectorDIN:07083079
Membership No.055658
Place I KolkataDate: May 30, 2017
Spicy Entedalnmenl AnC [.4ed a Lim]lod
i\*.\HI..",.,".Diprani ThakurCompany Secretary
Abhishek Das
P K BANDYOPADIiYA
