To
The Members of,
Digikore Studios Limited
We are pleased to present this Board Report of Digikore Studios Limited (the Company or DIGIKORE) on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024 (FY 2023-24)
HIGHLIGHTS OF FINANCIAL PERFORMANCE
The Audited Financial Statements of the Company as on March 31, 2024, are prepared in accordance with the relevant applicable Accounting Standards and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"). The summarized financial highlight is depicted below:
CONSOLIDATED
RESULT OF OPERATIONS & STATE OF COMPANY'S AFFAIRS
The key aspects of the Company's performance during the financial year 2023-24 are as follows:
Consolidated Performance
A. Total Revenue (including other income) for FY'24 stood at s . 4,720.73 Lacs, compared to s. 3,580.53 Lacs in FY'23, a YoY growth of 32%.
B. Profit before tax stood ats . 1277.06 Lacs, compared to s. 524.52 Lacs in FY'23, a YoY growth of 143%. C. Profit After Tax for FY'24 stood ats. 952.99 Lacs, compared to s .389.17 Lacs in FY'23, a YoY growth of 145%.
Standalone Performance
A. Total Revenue (including other income) for FY'24 stood at s . 4,496.15 Lacs, compared to s. 4,496.15 Lacs in FY'23, a YoY growth of 31%.
B. Profit before tax stood at s . 1278.28 Lacs, compared to s . 437.46 Lacs in FY'23, a YoY growth of 123%. C. Profit After Tax for the FY'24 stood ats. 954.21 Lacs, compared to s . 437.46 Lacs in FY'23, a YoY growth of 118%.
DIVIDEND
Considering the capital requirement for expansion and growth of business operations and to augment working capital requirements, the Board of Directors do not recommend any dividend on the Equity shares for the financial year 2023-24.
To bring transparency in the matter of declaration of dividend and protect the interests of investors, the company had adopted a Dividend Policy since listing of its shares. The policy has been displayed on the Company's website at link https:// digikorevfx.com/investor-zone/ In the absence of any declaration of dividend in the past, the Company does not have any unpaid/ unclaimed dividend coming under the purview of Section 124(5) of the Act to be transferred to Investors Education and Protection Fund ("IEPF") of the Central Government.
CAPITAL STRUCTURE OF THE COMPANY
There was no change in the Authorized Share Capital of the Company during the FY 2023-24. It stood at Rs. 7,50,00,000/-
(Rupees Seven Crores Fifty Lakhs) divided into 75,00,000 (Seventy- Five Lakhs) equity shares of Face Value of s . 10/- each. The Company has raised funds through Initial Public Offer (IPO) during the year, amounting to s . 21,55,96,800/- (Rupees Twenty-
One Crores Fifty Five Lakh Lakhs Ninty Six Thousand Eight Hundred Only ) divided into 12,60,800 Equity Shares having Face
Value of s . 10/- (Rupees Ten Only) each at a premium of s . 161/- per Equity Share thereby increase in the paid-up capital of the Company from s. 1,18,40,000/- (Rupees One Crore Eighteen Lakhs Forty Thousand Only) divided into 11,84,000/- (Eleven Lakh
Eighty Four Thousand ) Equity Shares having Face Value of s . 10/- (Rupees Ten Only) each to s . 6,33,28,000/- (Rupees Six Crores
Thirty Three Lakhs Twenty Eight Thousand Only) divided into 63,32,800 (One Sixty Three Lakh Thirty Two Thousand Eight Hundred
) Equity Shares having Face Value of s . 10/- (Rupees Ten Only) each.
The IPO was opened for subscription on September 27, 2023, and closed on September 29, 2023. The shares of the Company got listed on October 04, 2023, at Emerge Platform of the National Stock Exchange of India Limited ("NSE EMERGE").
Utilization of Funds raised through Public Issue
The Company had raised funds through Initial Public Offer (IPO) during October 2023 where the equity shares are listed on
EMERGE Platform of National Stock Exchange of India Ltd. The proceeds of aforesaid issue is being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue.
There was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated September 28, 2023.
TRANSFER TO RESERVES
During the year the company had transferred an amount of Rs.3,146.34 lakhs from the surplus in retained earnings to the General Reserves as against Rs.437.46 lakhs in the previous year. No further amount is proposed to be transferred to reserves during the year under review.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, which forms part of this report.
CHANGE IN STATUS OF THE COMPANY
The Company was converted into a Public Limited Company pursuant to approval of the Shareholders at an Extraordinary
General Meeting held on April 25, 2023 and consequently, the name of our Company was changed to "Digikore Studios
Limited" and a Fresh Certificate of Incorporation consequent upon conversion from Private Company to Public Company was issued by Registrar of Companies, Pune dated May 22, 2023. The Corporate Identification Number of our Company is L92132PN2000PTC015148.
CHANGE IN THE NATURE BUSINESS
There has been no change in the nature of business of the Company in the Financial Year under review.
ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUT ESOP AND SWEAT EQUITY SHARE: a. BUY BACK OF SECURITIES :- The Company has not bought back any of its securities during the year under review. b. SWEAT EQUITY:- The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES:- The Company has not issued any Bonus Shares during the year under review.
d. EMPLOYEES STOCK OPTION PLAN:- The Company has not provided any Stock Option Scheme to the employees.
e. INITIAL PUBLIC OFFER ("IPO") :- During the year under review, the Company has successfully completed the Initial Public Offer (IPO). The offer to the public consisted of fresh issue of shares to the tune of Rs.12,60,800 as well as an offer for sale of Rs. 5,21,600 shares from the promoter shareholders. The Company raised Rs.2155.96 lakhs through IPO wherein Rs.12,60,800 equity shares of Rs10/- each at a premium of Rs.161/- per shares was offered to the public for subscription. The issue was oversubscribed by 281 times. The equity shares got listed on October 04, 2023 on the SME Platform of National Stock
Exchange of India Limited viz., NSE EMERGE
f. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE:- The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.
g. ISSUE OF SHARES (INCLUDING SWEAT EQUITY SHARES) TO EMPLOYEES OF THE COMPANY UNDER ANY SCHEME:- The Company has not issued any shares (including sweat equity shares) to employees of the Company under any scheme.
The paid-up share capital of the Company as on March 31, 2024 is s .6,33,28,000/- divided into 63,32,800 equity shares of s .10/- each
PUBLIC DEPOSITS
The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.
BORROWINGS
As on 31st March 2024, an amount of Rs. 871.71 lakhs is outstanding towards borrowings, which comprises of both secured and unsecured loans.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2024 is available on the Company's website and can be accessed at https://digikorevfx.com/
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT
Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.
CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT
With reference to Section 134(3)(h) of the Act, all contracts, and arrangements with related parties under Section 188(1) of the
Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors. No contract or arrangement required approval of shareholders by a resolution. Further, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material' (i.e. transactions entered into individually or taken together with previous transactions during the financial year.
The Company had not entered into any contract / arrangement /transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, hence the disclosure under Form AOC2 is not applicable to the Company.
BOARD OF DIRECTORS
Composition of the Board as at March 31, 2024, company's Board consists of 04 members. Besides the Chairman, who is an Non-Executive Promoter Director, the Board comprises of one Managing Director and two Independent Directors (including one Woman Independent Director).Brief profile of Directors is available at Company's website at https:// digikorevfx.com/. The composition of the Board is in conformity with the Act and consists of combination of Executive and Non-Executive Directors and not less than 1/3rd of the Board comprising of Independent Directors as required under the Act.
NUMBER OF BOARD MEETINGS AND ATTENDANCE OF DIRECTORS
During the Financial Year 2023-24, the Company held 21 (Twenty-one) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013, viz 13th April, 2023, 17th April, 2023, 15th May, 2023, 28th June, 2023, 29th June, 2023, 3rd July, 2023, 20th July, 2023, 28th July, 2023, 29th July, 2023, 31st July, 2023, 21st August, 2023, 23rd August, 2023, 28th August, 2023, 12th September, 2023, 18th September, 2023, 22nd September, 2023, 28th September, 2023, 29th September, 2023, 08th November, 2023, 21st February, 2024 and 28th March, 2024. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.
The composition of the board and the details of meetings attended by its members are given below:
Detailed agenda with explanatory notes and all other related information is circulated to the members of the Board in advance of each meeting. Detailed presentations are made to the Board covering all major functions and activities. The requisite strategic and material information is made available to the Board to ensure transparent decision making by the Board.
The Independent Directors are entitled for sitting fees for attending meetings of the board/ committees thereof. The Company pays sitting fees of Rs. 50,000/- per meeting to its Independent Directors for attending the meetings of Board and Committees.
Remuneration of the non-executive director consists of a salary and other benefits. The Nomination and Remuneration
Committee makes annual appraisal of the performance of the Non-Executive Director based on a detailed performance evaluation, and recommends the compensation payable to them, within the parameters approved by the shareholders, to the Board for their approval.
Corporate Governance
The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of National Stock Exchange of India Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) and (t) of sub regulations (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to the highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement it is hereby confirmed that:
a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;
b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Abhishek Rameshkumar More (DIN: 00139618) and Mr. Rameshkumar More (DIN: 00140179), Directors of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment. Details of the Directors retiring by rotation and seeking reappointment have been furnished in the explanatory statement to the notice of the ensuing AGM. The following are the changes in the Board of Directors/KMPs of the Company during the year under review:
The Company has the following Key Managerial Personnels:
The Board of Directors of the company are of the opinion that all the Independent Directors of the company appointed / re-appointed during the year possess impeccable integrity, relevant expertise and experience required to best serve the interests of the company.
AUDITORS AND AUDITORS' REPORT
A. STATUTORY AUDITORS AND THEIR REPORT
During the year under review, M/s. Palnitkar & Patwardhan LLP, Chartered Accountants, Pune (FRN: 120946W), has resigned from the position of Statutory Auditors with effect from June 29, 2023 and the casual vacancy created consequent to the resignation was filled by the appointment of M/s. Sharad Shah & Co., Chartered Accountants, (FRN: 109931W) to hold office till the date of conclusion of the ensuing AGM. Subsequently pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s. Sharad Shah & Co, Chartered Accountants, (FRN: 109931W)were appointed as Statutory Auditors of the Company shall be valid from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting and that they shall conduct the Statutory Audit for the period ended 31st March, 2024. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.
M/s. Sharad Shah & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2023-24, which forms part of the Annual Report 2023- 24. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation/comment from the Board of Directors.
B. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the company for the period under review.
C. SECRETARIAL AUDITOR AND THEIR REPORT
M/s. MV & Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2023-24. The Secretarial Audit Report submitted by them for the said financial year in the prescribed form MR3 pursuant to the provisions of Section 204 of the Act is annexed as Annexure IV to this report. M/s. MV & Associates, Company Secretaries have been reappointed to conduct the secretarial audit of the Company for FY 2023-24. They have confirmed that they are eligible for the said appointment.
The Secretarial Auditors' Report for the Financial year 2023-24 does not contain any qualification, reservation or adverse remark except that certain forms/returns under the Act had been filed belatedly. The delay in filing certain forms in certain instances were due to the technical problems faced by the company while accessing the MCA website to file the forms/ returns. However, the company has filed all applicable forms and returns by paying additional fee wherever applicable and as on the date of this report all the applicable forms/returns are duly filed.
SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively issued by the Institute of Company Secretaries of India (‘ICSI') and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2023-24.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has put in place an effective internal control system to synchronise its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. The
Company ensures that a standard and effective internal control framework operates throughout the organisation, providing assurance about the safekeeping of the assets and the execution of transactions as per the authorisation in compliance with the internal control policies of the Company.
The internal control system is supplemented by extensive internal audits, regular reviews by the management, and guidelines that ensure the reliability of financial and all other records. The management periodically reviews the framework, efficacy, and operating effectiveness of the Internal Financial Controls of the Company
The Internal Audit reports are periodically reviewed by the Audit Committee. The Company has, in material respects, adequate internal financial control over financial reporting, and such controls are operating effectively. Internal Audits are carried out to review the adequacy of the internal control systems and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and other factors such as probability, impact, significance, and strength of the control environment. Its adequacy was assessed, and the operating effectiveness was also tested.
COMPLIANCE TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) RULES, 2013
The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace. During the year under review, Company has not received any complaints on sexual harassment and hence there are no complaints pending as on the end of the Financial Year 2023-24 on sexual harassment
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE
The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company's operations in future.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility ("CSR") Committee. The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. The CSR Committee has adopted a CSR Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder. The details of the CSR initiatives undertaken by the Company during the FY 2023-24 in the prescribed format are annexed as Annexure-V.
RISK MANAGEMENT
Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company's internal controls over financial reporting was observed.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure III to this Report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Company's policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https:// digikorevfx.com.
PARTICULARS OF EMPLOYEES
Employee relations continued to be cordial during the year under review. The Company continued its thrust on Human Resources Development Disclosures required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter-alia, the ratio of remuneration of Directors to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report as Annexure-VI. The details of employee who have received remuneration exceeding the limit as stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure–VI.
A statement containing the particulars of the top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act, read with Rules 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is an annexure forming part of this Report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. The said statement is kept open for inspection during working hours at the Registered Office of the Company. Any member who is interested in obtaining these, may write to the Company Secretary at the Registered Office of the Company.
PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
Your Company does not have any Holding, Subsidiary, Joint venture or Associate Company as on March 31, 2024. During the Financial Year under review, there are no companies which has become or ceased to be Subsidiary, Joint Venture/ Associate Companies. However, as part of the expansion of the business of the company to overseas market, your company has incorporated a wholly owned subsidiary viz Digikore Visual Effects Inc on October 21, 2023 in Canada. The Company is yet to start its operations. Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the
SEBI Listing Regulations, the Company has prepared Consolidated Financial Statements of the Company and a separate statement containing the salient features of Financial Statement of subsidiaries and associates in the prescribed format AOC-1 is appended as Annexure-II to the Board's report.
RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY
The Company does not have any Holding or Subsidiaries Company as on 31st March 2024. Hence reporting under this clause is not required to be provided
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):
The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on 31st March, 2024.
CORPORATE GOVERNANCE
The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report.
COMMITTEES OF THE BOARD
As on March 31, 2024, the company has five Board level committees:
A) Audit Committee
B) Nomination and Remuneration Committee C) Stakeholders Relationship Committee D) Corporate Social Responsibility Committee E) Risk Management Committee
The composition of various Committees of the Board of Directors is available on the website of the Company. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below.
A AUDIT COMMITTEE
The Audit Committee was constituted vide Board resolution dated July 20, 2023 pursuant to Section 177 of the Companies Act, 2013. During the Financial Year 2023-24, the Company held 05 (Five) Audit Committee meetings, viz 21st August, 2023, 12th September, 2023, 08th November, 2023 , 21st February, 2024 and 28th March, 2024. The composition of the Committee as on March 31, 2024 and the details of meetings attended by its members during the financial year 2023-24 are given below:
*Reconstitution of Audit Committee took place on 12th September, 2023 by appointing Mr. Abhishek Rameshkumar More in the place of Mr. Rohit Rameshkumar More.
All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The Company Secretary act as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://digikorevfx.com B. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors held on July 20, 2023. During the Financial Year 2023-24, the Company held 01 (One) Nomination and Remuneration Committee meetings, viz 21st February, 2024.
The composition of the Committee and the details of meetings attended by its members are given below:
The Company Secretary act as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https:// digikorevfx.com
C STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee has been formed by the Board of Directors, at the meeting held on July 20, 2023. During the Financial Year 2023-24, the Company held 02 (Two) Stakeholders' Relationship Committee meetings, viz 12th September, 2023 and 21st February, 2024 The composition of the Committee and the details of meetings attended by its members are given below:
The Company Secretary act as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://digikorevfx.com
D CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee has been formed by the Board of Directors, at the meeting held on July 20, 2023, in compliance with Section 135 of the Companies Act 2013. During the Financial Year 2023-24, the Company held 01 (One) Corporate Social Responsibility Committee meetings, viz 08th November, 2023.
The Company Secretary act as the secretary of the Committee. The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 135 of the Companies Act, 2013 and Listing Regulations and is available on the website of the Company at https://digikorevfx.com
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Company's procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company.
The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https:// digikorevfx.com
TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS
The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https://digikorevfx.com
SEPARATE MEETING OF INDEPENDENT DIRECTORS
Independent Directors of the Company met separately on March 28, 2024 without the presence of Non-Independent Directors and members of Management. In accordance with the Listing Regulations, read with Section 149 (8) and Schedule IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting:
i) Performance of Non-Independent Directors and the Board of Directors as a whole;
ii) Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;
iii) Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties All the Independent Directors were present at the meeting.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS
Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and
Remuneration Committee, has formulated a framework containing, interalia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014. The policy enables directors, employees and business associates to report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company's code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit committee. The whistle blower policy can be accessed at https://digikorevfx.com/.
CODE FOR PREVENTION OF INSIDER-TRADING
In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following:
a) Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).
b) Policy for determination of "legitimate purposes" forms part of this Code.
c) Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI
All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of structural digital data base (SDD) are being managed through a software installed by the Company in-house including maintenance structural digital data base (SDD). This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information.
CODE OF CONDUCT
Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also forms part of the Code of Conduct. The Code of Conduct is available on the website of the Company http:// www.digikorevfx.com. . All Board members and senior management personnel affirm compliance with the Code of Conduct annually. A declaration signed by the Chairman and Managing Director to this effect is annexed as Annexure-I to this report.
POLICIES OF THE COMPANY
The Company is committed to a good corporate governance and has consistently maintained its organizational culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and
Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://digikorevfx. com
REGISTRAR AND TRANSFER AGENT (RTA)
During the year as part of listing, the Company appointed Bigshare Services Private Limited as its RTA. As required under Regulation 7(3) of the Listing Regulations, the Company files, on annual basis, certificate issued by RTA and compliance officer of the Company certifying that all activities in relation to share transfer facility are maintained by RTA registered with SEBI. Details of the RTA are given below
Bigshare Services Private Limited CIN: U99999MH1994PTC076534 Office no. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai-400 093
LISTING
At present, the equity shares of the Company are listed at the EMERGE Platform on NSE under Stock Code-DIGIKORE, ISIN : INE0QJ901011
POSTAL BALLOT
During the year under review, no resolution was passed through postal ballot.
SCORES
SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.
RECONCILIATION OF SHARE CAPITAL AUDIT
Pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 [erstwhile: vide SEBI circular No. D&CC /FIT TC/CIR-16/2002 dated December 31, 2002 read with Securities and Exchange Board of India
(Depositories Participants) Regulations, 1996], a Company Secretary in Practice carries out audit of Reconciliation of Share
Capital on quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The said report, duly signed by practicing company secretary is submitted to stock exchanges where the securities of the company are listed within 30 days of the end of each quarter and this Report is also placed before the Board of Directors of the company
CREDIT RATING
There were no instances during the year which requires the company to obtain credit rating from any credit rating agencies.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
During the Financial Year under review, there has been no incident of one time settlement for loan taken from the banks of financial institutions and hence not being commented upon
GREEN INITIATIVES
In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 24th Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Company's website at http:// www.digikorevfx.com
INVESTOR GRIEVANCE REDRESSAL
During the financial year 2023-24, there were no complaints received from the investors. The designated email id for Investor complaint is cs@digikore.com
COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE
Mrs. Heny Pahuja, Company Secretary & Compliance Officer
Registered Office: 4th Floor, Lalwani Triumph, Sakore Nagar, Viman Nagar, Pune, Maharashtra, India Phone No. 020-29993999 email: cs@digikore.com
BUSINESS LOCATIONS
As on March 31, 2024, the company has its place of business (Studios) in the following locations
PUNE - 4th Floor, Lalwani Triumph, Sakore Nagar, Viman Nagar, Pune, Maharashtra, India
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the government and regulatory authorities, stock exchange, financial institutions, banks, business associates, customers, vendors, members, for their co-operation and support and looks forward to their continued support in future. The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.