Corporate Governance


Corporate Social Responsibility (“CSR”) is strongly connected with the principles of sustainability; an organization should make decisions based not only on financial factors, but also on the social and environmental consequences. Therefore, it is the core corporate responsibility of Spice Digital Limited (“SDL”) to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interests of its stakeholders. CSR is defined as the integration of business operations and values, whereby the interests of all stakeholders including investors, customers, employees, the community and the environment are reflected in the Company’s policies and actions. Hence, the CSR commitment of SDL positions its social and environmental consciousness as an integral part of its business plan and its commitment to all its stakeholders.

The Policy has been formulated as per the Notifications dated 27th February, 2014 issued by Ministry of Corporate Affairs regarding Companies (Corporate Social Responsibility Policy) Rules, 2014; Schedule VII and Section 135 of Companies Act, 2013 relating to Corporate Social Responsibility which is to be effective from 01st April, 2014.


The CSR Policy of SDL aims to achieve, consolidate and strengthen Good Corporate Governance including socially and environmentally responsible business practices that balance financial profit with social well being.


3.1 SDL is committed to the well being of the local communities and the society at large.

3.2 The scope and approach of the CSR Policy of SDL is defined by the following considerations:

      1. SDL acknowledges that there are or can be expected and unintended outcomes and impact of its core business;
      2. SDL will take into consideration the activities referred under Schedule VII of the Companies Act, 2013 read in consonance with Notification dated 27th February, 2014 issued by Ministry of Corporate Affairs regarding amendments to the Schedule VII of Companies Act, 2013; and

3.3 The proposed focus of SDL’s CSR initiatives is therefore on thematic and geographic areas that are most impacted during the course of its work.

3.4 The geographic scope of SDL’s CSR work priority wise includes:

      1. the immediate surroundings of the registered office and/or branch offices of SDL;
      2. the district, town or city as a whole where the registered office and/or branch offices of SDL are located; and
      3. the country as whole as part of SDL’s contribution to national efforts towards dealing with emergency situations and achieving higher national goals.

3.5 The thematic/ programme focus of the SDL’s CSR work includes, but is not limited to:

      1. eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;
      2. promotion education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differentially abled and livelihood enhancement projects;
      3. promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward group;
      4. ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;
      5. protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;
      6. measures for the benefit of armed forces veterans, war widows and their dependents;
      7. training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;
      8. contribution to Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;
      9. contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government; and
      10. Rural development projects.

3.6 The approach of SDL would be oriented to identify and formulate projects in response to felt societal needs in diverse areas falling in the geographic scope mentioned in para 3.4 and to implement them with full involvement and commitment in a time bound manner.

3.7 This section enlists a set of sample activities that can be undertaken by the Company towards the achievement of the CSR goal and objectives. These are by no means an exhaustive list and will be reviewed and modified from time to time as per need.


4.1 The strategies for designing, implementing and monitoring the CSR activities of SDL are based on activities suggested in the Notifications dated 27th February, 2014 issued by Ministry of Corporate Affairs regarding Companies (Corporate Social Responsibility Policy) Rules, 2014; Schedule VII and Section 135 regarding Corporate Social Responsibility of Companies Act, 2013. These strategies will help in standardizing the CSR related processes to be essential in the context of SDL:

      1. Build on core strengths and comparative advantage: SDL will undertake those activities under its CSR plan where it has a well defined comparative advantage and/or a primary responsibility to address an issue.
      2. Emphasize sustainability: Before roll out of any projects/initiatives, SDL will have the option to assess the feasibility and potential for sustainability.
      3. Engage in-house facility for co-ordinating roll out of CSR activities: The implementation of the CSR activities will be co-ordinated by a CORPORATE SOCIAL RESPONSIBILITY COMMITTEE especially created for CSR.
      4. Mainstream CSR into the core business plan of SDL: Annual CSR Plan and the Annual Budget Allocation will be approved by the Board of SDL before implementation. This plan will be developed through the active engagement, leadership and inputs of the staff members of SDL.

5.1 In keeping with the Notifications dated 27th February, 2014 issued by Ministry of Corporate Affairs regarding Companies (Corporate Social Responsibility Policy) Rules, 2014; Schedule VII and Section 135 of Companies Act, 2013, the CSR initiatives of SDL will be guided by the following overarching principles:

      1. Ensure care for all stakeholders in implementing its core business as well as CSR activities. SDL will remain committed to protecting the interests of all its partners and stakeholders and the society at large.
      2. Undertake ethical business practices building on the existing systems for maintaining transparency and accountability.
      3. Promote healthy workplaces and maintain commitment to quality, health and safety in every aspect of business.
      4. Ensure environmental consideration and strategic environment conservation initiatives as an integral aspect of business processes.
      5. Promote equality of opportunity and diversity of workforce throughout business operations.

6.1 The Corporate Social Responsibility functions of SDL will be co-ordinated and monitored by a CSR Committee constituted by the Board of Directors of SDL.

6.2 The following persons are the members of the CSR Committee:

      1. Mr. Umang Das (Chairman)
      2. Mr. Subramanian Murali
      3. Mr. Suresh Kumar Jain

6.3 Towards achievement of the CSR targets, the CSR Committee will identify opportunities for CSR activities within the broad framework outlined in this policy. The committee will additionally be responsible for facilitating selection of appropriate agencies for implementation, supervising and monitoring the quality of work and reporting to the Board about the progress. The Committee will, from time to time, also provide necessary inputs into the preparation of the Annual CSR plan. Furthermore, the appropriate agencies must be a registered trust or registered society or a company established under section 8 of the Companies Act, 2013 as to fulfil the criteria for their eligibility under Notification dated 27th February, 2014 issued by Ministry of Corporate Affairs regarding Companies (Corporate Social Responsibility Policy) Rules, 2014, for which suitable documentation as an evidence should be kept.

6.4 Within the overall framework of the CSR Policy and aligned to the business plan of the SDL, the CSR Committee will facilitate the development of an annual CSR action plan and budget. This will include projects identified by SDL staff at various locations, if any. The Annual CSR Plan detailing the individual projects and budgeting will become operational after review and approval by the SDL Board.

6.5 The CSR Committee will have the option to co-ordinate, monitor and assist operationalization of the activities in partnership with a range of stakeholders including Civil Society Organizations, Community based organizations and other public and private sector enterprises. Services of technical experts will be sought when required. For this purpose, SDL can enter into agreements with these agencies and/ or experts on agreed terms of reference including detailed work plans with budgets and timelines.

6.6 CSR Committee will prepare Annual plans, follow up on financial and programme targets, recommend CSR projects, facilitate agencies selection, co-ordinate periodic monitoring and evaluation visits, provide feedback to the implementing organizations and report to the Board of SDL.


7.1 Overall, the CSR Committee will be responsible for overseeing the planning, coordination and implementation of CSR activities including compilation of information and preparation of annual reports, etc. The CSR Committee will be responsible for identifying appropriate opportunities/ projects for CSR as well as facilitating necessary processes for operationalizing the projects.

7.2 While identifying the CSR initiative the following considerations will be taken into account:

      1. Thrust of the schemes/projects should be in the identified priority areas of SDL.
      2. While implementing the identified projects, time frames and milestones will be predefined.

7.3 The financial limits and the sanctioning authorities for CSR projects shall always be approved by the Board of Directors of SDL.


8.1 The following criteria shall be followed in the allocation of funds:

      1. The CSR Budget, in every financial year, shall be two per cent of average net profits of SDL made during the three immediately preceding financial years, as per the Notifications dated 27th February, 2014 issued by Ministry of Corporate Affairs regarding Companies (Corporate Social Responsibility Policy) Rules, 2014; Schedule VII and Section 135 of Companies Act, 2013 on CSR, which shall be approved by the SDL Board.
      2. The surplus arising out of CSR projects or programs or activities shall not form part of the business profit of the Company.

8.2 Fund disbursement to implementing organisations would be released after the requisite documentation between SDL and the organisation with the recommendation of the CSR Committee and then approval by the Board of SDL.


9.1 CSR Committee will meet on a need basis, to review the progress of proposed activities as per agreed targets and timelines.

9.2 An annual report of the activities undertaken under the CSR initiatives will be prepared as prescribed by law and suitably integrate into the Board’s Report of SDL.

9.3 CSR Committee will evaluate the CSR activities.

    1. DISPLAY

10.1 This CSR Policy will be displayed on the website of SDL.

10.2 The significant contents of this Policy as notified by law will be disclosed in the Board’s Report of SDL.

    1. GENERAL

11.1 The Company reserves the right to modify, cancel, add, or amend any of the above contents of the Policy but subject to the approval of Board of SDL.

11.2 Any or all provisions of the CSR Policy shall be subject to revision/amendment in accordance with the Companies Act, 2013 and any notifications on the subject as may be issued by Ministry of Corporate Affairs, from time to time.

11.3 In case of doubt with regard to any of the provision of the Policy and also in respect of matters not covered herein, the interpretation & decision of the Board of SDL shall be final.