sparc systems ltd share price Directors report
To,
The Members
Sparc Electrex Limited
(Formerly Sparc Systems Ltd)
CIN: L31100MH1989PLC053467
The Directors are pleased to present the 34th Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2023.
FINANCIAL PERFORMANCE:
Summary of the Companys financial performance for F.Y. 2022-2023 as compared with previous financial year is given below: (Amounts in ‘000)
| Particulars | F.Y. 2022-23 | F.Y. 2021-22 |
| Revenue from Operation | 48480.11 | 131,471.79 |
| Revenue from other Income | 4102.93 | 19,259.98 |
| Total Revenue | 52,583.04 | 150,731.77 |
| Profit before Dep. & Int. | 7,794.60 | 22,208.15 |
| Depreciation | - | 4.84 |
| Interest | - | - |
| Profit after Depreciation & Interest and before Tax | 7,794.60 | 22,203.31 |
| Provision for Taxation | 816.77 | 792.00 |
| Provision for Tax (deferred) | 12.80 | 235.79 |
| Provision for Taxation for earlier year | - | - |
| Profit/Loss after Tax | 6,965.03 | 21,175.52 |
REVIEW OF OPERATIONS:
During the financial year 2022-23, the total revenue on standalone basis declined to 525.83 lakhs as against 1507.32 lakhs in the previous year with a decline of 1.86 times, which ultimately resulted lesser earning of net profit i.e. 69.65 lacs against net profit of 211.76 lacs in previous year.
The management of the Company is very optimistic regarding performance of the Company in future and are taking effective steps to improve the performance of the Company through growth in revenue, managing cost, strategic marketing, increasing brand awareness and brand equity through advertisement campaign.
COMPANY OVERVIEW:
The Company is primarily engaged in the business of Manufacturing and Trading in Power Tools, Electricals, Metals and Metal Products and was originally incorporated under the provisions of The Companies Act, 1956 as Sparc Systems Private Limited on September 14, 1989, with the Registrar of Companies, Maharashtra. In the Financial Year 1994, the Company was converted from Private Limited Company into a Public Limited Company vide Extra-Ordinary General Meeting held on December 03, 1994, and in pursuance of which the private word had been deleted from the name of the Company, effecting the name change to Sparc Systems Limited and a fresh certificate of incorporation consequent upon change of name was granted by the Registrar of Companies, Maharashtra on January 18, 1994. The Equity Shares of the Company got listed on January 22, 1996, with BSE. The name of the Company was further changed to its present name Sparc Electrex Limited pursuant to a special resolution of shareholders passed in an extra-ordinary general meeting dated November 29, 2021, and a fresh certificate of incorporation dated January 13, 2022, consequent on such change of name was issued to the Company by the Registrar of Companies, Maharashtra. A brief profile of the Company is available on the website of the Company at https://sparcelectrex.com/about/
DIVIDEND:
To conserve the resources for the expansion of business in the long run, your Company has not recommended any dividend for the Financial Year 2022-23 and has decided to retain the profits.
AMOUNT TO BE TRANSFERRED TO RESERVES:
The Board of Directors of the Company has not transferred any amount to the General Reserves for the F.Y. 2022- 23.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The Company was not required to transfer any amount to unclaimed dividend to investor education and protection fund. DEPOSITS:
During the year under review, your Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN THE DATE OF THE BOARD REPORT AND AT THE END OF FINANCIAL YEAR:
Rights Issue of Partly Paid Equity Shares
The Board of Directors of the Company consequent to its resolution passed on September 23, 2022 for raising money not exceeding 30 crores by way of offering new equity shares to its existing shareholders on rights basis has resolved and approved in its meeting held on February 14, 2023 to issue and allot 1,46,67,000 (One Crore Forty-Six Lakhs Sixty-Seven Thousand) partly paid-up Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 19/- (Rupees Nineteen Only) per share (Incl. premium of Rs.9/- per Share) aggregating to offer size of Rs.27,86,73,000/-(Rupees Twenty-Seven Crore Eighty-Six Lakhs Seventy-Three Thousand Only) to all the eligible equity shareholders of the Company on a rights basis in the ratio of 3 (Three) Right Shares for every 1 (One) equity shares held by such eligible equity Shareholders as on Tuesday, February 28, 2023 being the Record Date.
The terms of payment approved by the Directors were as follows:
| Amount Payable per Rights Equity Share | Face Value | Premium | Total |
| On the Issue application | Rs. 2.50 | Rs. 2.25 | Rs. 4.75 |
| On One or more subsequent Call(s) as determined by our Board / Committee at its sole discretion, from time to time* | Rs. 7.50 | Rs. 6.75 | Rs. 14.25 |
| Total | Rs. 10.00 | Rs. 9.00 | Rs. 19.00 |
The Issue was opened on March 14, 2023 and closed on April 12, 2023. The issue was over-subscribed by 1.105 times of it called. On April 24, 2023, the Company approved the allotment of 1,46,67,000 party paid up equity shares of face-value 10/- each to the eligible applicants upon receipt of application money of 4.75/- per shares (2.50 towards face value and 2.25 towards premium) including allotment of 45,48,526 equity shares upon conversion of an unsecured loan borrowed from M/s. Electrex International Private Limited, part of the promoter group of the Company for a total consideration of Rs. 2,16,05,498.50/-. The said conversion was a part of the offer letter and in connection with the same the company has also secured the approval of the members through a special resolution passed in the Extra-ordinary General Meeting of the Company held on April 22, 2023.
Further, in accordance with the terms of issue, the Board of Directors of the Company in its meeting held on June 20, 2023 approved making of First and Final Call Money of Rs. 14.25/- per share (out of which 7.50/- will be adjusted towards face value and 6.75/- will be adjusted towards securities premium) on 1,46,67,000 (One Crore Forty Six Lakhs Sixty Seven Thousand) partly paid equity shares of the Company, payable during the period from July 06, 2023 to July 20, 2023.
Post closure of the payment period on July 20, 2023, the Company has received an aggregate amount of 2,40,48,471/- on account of the first and final call money against 16,00,904 partly paid up equity shares at 14.25/- per share (comprising of 7.50/- towards face value and 6.75/- towards premium per share) representing around 12.25% of the total amount due on first and final call. There was also a refund to be given for an amount of 12,35,589/- due to rejections.
Then the Board of Directors at its meeting held today on 3rd August, 2023 interalia approved the conversion of above 16,00,904 partly paid-up equity shares of face value Rs. 10/- upon receipt of call money to fully paid up shares of the Company.
Trademark License Agreement with Hyundai Corporation Holdings Co., Ltd, Korea:
The Board of Directors of the Company are glad to inform that the Company, Sparc Electrex Limited has signed and thereby entered into an Exclusive Trademark License Agreement with Hyundai Corporation Holdings Co., Ltd, Korea for developing, producing, sourcing, selling, marketing and distributing the Power Tools and other related auxiliary activities in India under the brand name, "HYUNDAI".
The Directors of the Company believe that the association with "HYUNDAI" brand will help the company in promoting and positioning its products along-side other MNC brands in India and will help the Company in achieving higher sales, higher prices for its products and better margin in future.
The brief details of the agreement have been uploaded on the website of the Company at https://sparcelectrex.com/public- announcement/ and are also available on the website of the BSE at www.bseindia.com.
SHARE CAPITAL / CAPITAL STRUCTURE:
The Authorised share capital of the Company is Comprises of 2,00,00,000 equity shares of Rs.10/- each amounts to Rs.20,00,00,000/-. The paid up capital of the Capital of the Company is Rs. 9,75,64,280/- comprising of 64,89,904 equity shares of Rs.10/- each fully paid and 1,30,66,096 partly paid up equity shares with paid up value of Rs.2.50/- each. Both the fully paid up and partly paid up shares were listed on BSE in different ISINs (Fully Paid-up - INE960B01015 and Partly Paid-up - IN9960B01013). The trading in partly paid-up ISIN has been suspended by the exchange upon announcing first and final call money by the Company.
DETAILS OF UTILISATION OF FUNDS:
Post the period under review, the Company raised funds by way of allotment of 1,46,67,000 partly paid equity shares pursuant to Section 62 of the Companies Act, 2013. The funds raised from the rights issue have been utilized as per the objects stated in the Letter of Offer dated February 14, 2023.
Further during the year, the Company has not raised any funds through preferential allotment or through qualified institutions placement as specified under Regulation 32(7A) of the Listing Regulations.
CHANGE IN NAME OF THE COMPANY
During the period under review, there was no change in the name of the Company.
CHANGE IN NATURE OF BUSINESS, IF ANY:
The Company is now into the business of Manufacturing and Trading in Power Tools, Electricals, Metals and Metal Products and there are no changes in the nature of business of the company during the financial year March 2022-23.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
During the financial year ended 31st March, 2023, the Company did not grant any loan or provide any guarantee or made any investment as per the provisions of Section186 of the Companies Act, 2013.
EXTRACT OF ANNUAL RETURN
Pursuant to provisions of Section 92(3) of the Companies Act, 2013 (the Act) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Extract of the Annual Return for the financial year ended March 31, 2023 is displayed on the website of the Company at https://sparcelectrex.com/annual-returns/
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
During the year under review, there were no such significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.
SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Join Venture or Associate Companies as on March 31, 2023.
The company has formulated a policy on the identification of material subsidiaries in line with regulation 16(c) of SEBI (Listing obligation and disclosure requirement) 2015 and same is also available on the companys website https://sparcelectrex.com/wp-content/uploads/2022/09/Material-Subsidary-Related-Party-Transaction-Policy.pdf
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
There were no such Companies which have become or ceased to be Subsidiaries, Joint Ventures or Associate Companies during the financial year 2022-2023.
LISTING OF SHARES:
The equity shares of the Company continue to be listed and traded on the BSE Limited. The Annual Listing fee for the year 2023- 24 has been paid to the Stock Exchange. There was no suspension on shares of the Company during the year.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Composition and Constitution of Board of Directors
The Board of Directors provides strategic direction and supervision to an organization. The Companys Board consists of learned professionals and experienced individuals from different fields.
Presently, the Company has a balanced mix of Executive and Non-Executive Independent Directors. As on March 31, 2023, the Board comprises of 6 Directors out of which 3 are Executive Directors and 3 are Non-Executive Directors, including one Woman Director. The Chairman is an Executive Whole Time Director and Chief Financial Officer of the Company. The composition of the Board of Directors has been briefly shown in the below mentioned table:
| Sr. Name No. | Designation | DIN | Date of Appointment |
| 1 Mr. Shobith Ganesh Hegde | Whole Time Director & CFO | 02211021 | 19/10/2021 |
| 2 Mr. Suresh Vishwanathan | Executive Director | 02310679 | 30/11/2021 |
| 3 Mr. Ravikumar Byrapatna Channappa | Executive Director | 06595061 | 27/06/2020 |
| 4 Mr. Niraj Hareshbhai Variava | Independent Director | 09197068 | 08/06/2021 |
| 5 Mr. Ashok Chhaganbhai Patel | Independent Director | 08024669 | 22/04/2022 |
| 6 Mrs. Sushmita Swarup Lunkad | Independent Woman Directors | 09044848 | 22/04/2022 |
During the year under review Mrs. Kajal Ashok Jain (DIN: 08129655) stepped down from the post of Independent Director of the Company w.e.f. closing hours of 21st April, 2022.
The Board upon recommendation of N&R Committee inducted Mr. Ashok Chhaganbhai Patel (DIN: 08024669) and Mrs. Sushmita Swarup Lunkad (DIN: 09044848) as an Independent Directors on Board w.e.f April 22nd, 2022 and Mr. Ravikumar Byrapatna Channappa (DIN: 06595061) was redesigned to Executive Director w.e.f April 22 nd, 2022. The Company has sought and secured the approval of the members for above mentioned items by way of postal ballot dated 28th May, 2022.
The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.
Directors retiring by rotation
In terms of Section 152 of the Act, Mr. Suresh Vishwanathan (DIN: 02310679), Executive Director of the Company, holding longest position amongst the other Directors is liable to retire by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers himself for reappointment. The Directors have recommended his appointment for approval of the shareholders, in the ensuing AGM of the Company.
The Company has received necessary disclosures and confirmations from concerned Director(s) in connection with the re- appointment. The information of Directors, seeking re-appointment, pursuant to Regulation 36(3) of the Listing Regulations and Companies Act, 2013 is provided in the notice of the Annual General Meeting of the Company.
Composition and Constitution of Key Managerial Personnel
In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel (KMPS) as on the year ended March 31, 2023:
| Sr. No. Name | Designation |
| 1 Mr. Shobith Ganesh Hegde | Whole Time Director & Chief Financial Officer |
| 2 Ms. Tejashri Kulkarni* | Company Secretary and Compliance Officer |
Notes:
* Ms. Tejashri Kulkarni was appointed as Company Secretary and Compliance Officer of the Company w.e.f. April 22, 2022 and she stepped down from her position w.e.f August 26, 2023.
The Board is grateful for their support and places on record its appreciation for the responsibilities shouldered by them in their respective roles.
The details of composition of Board and KMP is available on the website of the Company at https://sparcelectrex.com/about/ Declaration of Independence
The Independent Non-Executive Directors of the Company have affirmed that they continue to meet all the requirements specified under Regulation 16(1)(b) of the SEBI LODR Regulation, 2015 and Section 149(6) of the Companies Act, 2013 in respect of their position as an "Independent Director" of Sparc Electrex Limited.
In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed 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 judgement and without any external influence.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity.
The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.
During the year under review, the Company did not have any pecuniary relationship or transactions with any of its Directors, other than payment of remuneration and payment of sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.
Independent Directors Meeting
A separate meeting of the Independent Directors was held on March 24, 2023 without the presence of Executive Directors or non-independent Directors and members of the management.
Familiarization Programme for Independent Directors
Your Company follows a structured orientation and familiarization programme for Independent Directors which includes familiarizing through reports/codes/internal policies/presentations to enable them to understand their roles and responsibilities, nature of the industry in which the Company operates, business model of the Company, its strategic and operating plans. Further, during the year, presentations were also made from time to time at the Board and its committee meetings, on regular intervals, covering the business and financial performance of the Company, business outlook, budget, expansion plans, succession plans etc. The Details of program for familiarization of Independent directors of the company is accessible on Companys website at https://sparcelectrex.com/familiarisation-programme-for-independent-directors/
Board Meetings held during the Financial Year 2022-23:
During the year ended 31st March 2023, total 7 (Seven) Meetings of the Board of Directors were held. The details of the Board meeting held and the participation of the Directors thereat is enumerated as under.
| Sr. Date of the Board No. Meetings | Board Strength | No. of Directors Present | No. of Independent Directors Present | % of Attendance |
| 1 22/04/2022 | 4 | 4 | 1 | 100% |
| 2 21/05/2022 | 6 | 6 | 3 | 100% |
| 3 12/08/2022 | 6 | 6 | 3 | 100% |
| 4 23/09/2022 | 6 | 6 | 3 | 100% |
| 5 14/11/2022 | 6 | 6 | 3 | 100% |
| 6 14/02/2023 | 6 | 6 | 3 | 100% |
| 7 31/03/2023 | 6 | 6 | 3 | 100% |
Directors Attendance at the Board Meetings and Annual General Meeting (AGM):
The details of attendance recorded at each of the Board Meetings and also at the Annual General Meeting of the Company held during the year ended 31st March 2023 are as under:
| Sr. Name of the Board Members No. | No. of Meetings entitled to attend | No. of Meetings attended | Attendance at the last AGM held on 29.09.2022 |
| 1 Mr. Shobith Ganesh Hegde | 7 | 7 | Yes |
| 2 Mr. Suresh Vishwanathan | 7 | 7 | Yes |
| 3 Mr. Niraj Hareshbhai Variava | 7 | 7 | Yes |
| 4 Mr. Ravikumar Byrapatna Channappa | 7 | 7 | Yes |
| 5 Mr. Ashok Chhaganbhai Patel | 6 | 6 | Yes |
| 6 Mrs. Sushmita Swarup Lunkad | 6 | 6 | Yes |
Board-Skills / Expertise / Competencies:
The Board of Directors based on the recommendations of the Nomination and Remuneration Committee, identified the following core skills / expertise / competencies of Directors as required in the context of business of the Company for its effective functioning:
Sr. No. Skills / Expertise / Competencies
1 Leadership qualities
2 Industry knowledge and experience
3 Understanding of relevant laws, rules and regulations
4 Financial expertise and management
5 Risk management
6 General administration and Organizational skills
7 Strategic Planning, Brand Building and Innovation
8 Business Development, Business Strategy & Transformation
A Chart / Matrix Setting Out the Skills / Expertise and Competencies of the Board of Directors:
The Directors of the Company possess diverse knowledge and requisite skills, expertise, and competencies to effectively discharge adequate technical, financial, legal, and administrative skills in guiding the management. In terms of Para C(2), Schedule V to the SEBI Listing Regulations, the Board of Directors has identified the core skills / expertise / competencies which are desirable for the effective functioning of the Company and its sector. Accordingly, the details of such skills possessed by the Directors being members of the Board as on 31st March, 2023 are as under:
| Sr. No. Skills / Expertise / Competencies | Mr. Shobith Hegde | Mr. Suresh Vishwanathan | Mr. Niraj Variava | Mr. Ravikumar Channappa | Mr. Ashok Patel | Ms. Sushmita Lunkad |
| 1 Leadership qualities | Expert | Expert | Good | Expert | Good | Good |
| 2 Industry knowledge and experience | Expert | Expert | Good | Good | Good | Proficient |
| 3 Understanding of relevant laws, rules and regulations | Expert | Expert | Expert | Proficient | Expert | Expert |
| 4 Financial expertise and management | Expert | Expert | Expert | Good | Proficient | Proficient |
| 5 Risk management | Expert | Expert | Good | Good | Good | Good |
| 6 General administration and Organizational skills | Expert | Expert | Expert | Expert | Expert | Expert |
| 7 Strategic Planning, Brand Building and Innovation | Expert | Expert | Good | Expert | Good | Good |
| 8 Business Development, Business Strategy & Transformation | Expert | Expert | Good | Expert | Good | Good |
Board Procedure- Information Flow to the Board Members:
Information is provided to the Board Members on a continuous basis for their review, inputs and approval from time to time. More specifically, we present our annual Strategic Plan and Operating Plans of our business to the Board for their review, inputs and approval. Likewise, our quarterly financial results and annual financial results are first presented to the Audit Committee and subsequently to the Board of Directors for their approval. In addition, specific cases of fund raising, important managerial decisions, material positive/ negative developments and statutory matters are presented to the respective Committees of the Board and later with the recommendation of Committees to the Board for their approval.
As a system, in most cases, information to Directors is submitted along with the agenda papers well in advance of the Board meeting. Inputs and feedback of Board Members are taken and considered while preparation of agenda and documents for the Board meeting. The Board periodically reviews Compliance Reports in respect of various laws and regulations applicable to the Company.
Directors Responsibility Statement:
In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, the Directors of the Company to the best of their knowledge hereby state and confirm that:
a. In the preparation of the annual accounts for the financial year ended 31st March, 2023 the applicable accounting standards have been followed along with proper explanation relating to material departures.
b. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 202 3 and of the profit of the Company for the year ended as on that date.
c. Proper and sufficient care have been taken to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. The Annual Accounts of the Company have been prepared on an on-going concern basis.
e. That they have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively.
f. That they have devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.
Board Diversity
The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The same is available on the website of the Company: https://sparcelectrex.com/wp-content/uploads/2022/11/Board-Diversity-Policy- Sparc.pdf
Evaluation of Board of Directors:
In line with the statutory requirements enshrined under the Companies Act, 2013 and the Listing Regulations, the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors.
The performance evaluation was carried out on the basis of framework approved by the Nomination and Remuneration Committee. The Board sought the feedback of Directors on various parameters including: •
• Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, adherence to the Code of Conduct, contribution at meetings and inputs regarding the growth and performance of the Company in the long-term strategic planning, decision-making, action-oriented, external knowledge etc);
• Structure, composition, quality and clarity in role of the Board and Committees;
• Extent of co-ordination and cohesiveness between the Board and its Committees;
• Effectiveness of the deliberations and process management;
• Board/Committee culture and dynamics; and
• Quality of relationship between Board Members and the Management.
Based on the suggestive parameters approved by the Nomination and Remuneration Committee, the following evaluations were carried out:
• Review of performance of the Non- Independent Directors and Board as a whole by Independent Directors.
• Review of the performance of the Chairperson by the Independent Directors.
• Review of Board as a whole by all the Members of the Board.
• Review of all Board Committees by all the Members of the Board.
• Review of Individual Directors by rest of the Board Members except the Director being evaluated.
Manner of Board Evaluation:
The Nomination and Remuneration Committee approved a framework in the form of a questionnaire for annual evaluation of the Board, Board Committees and Individual Directors. During the year, Board Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and of the Directors.
The performance of the Directors was evaluated after seeking inputs from all the Directors other than the one who is being evaluated and the performance of the Committees was evaluated after seeking the inputs of committee members on the criteria such as understanding the terms of reference, committee composition, independence, contributions to Board decisions, etc. The evaluation was also based on the criteria such as Directors knowledge, understanding and commitment of their role, Companys vision and mission, market potential, qualification, skill and experience, openness in communication, etc. The above criteria are as provided by the Guidance Note on the Board Evaluation issued by the Securities and Exchange Board of India.
In a separate meeting of Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated. The Independent Directors in the said meeting also evaluated 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. Additionally, the Chairman of the Board was also evaluated on key aspects of his role, taking into account the views of Executive Directors and Non-Independent Directors in the aforesaid meeting.
The Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated. The evaluations were then discussed in the Board Meeting, the meeting of the Independent Directors and at Nomination and Remuneration Committee.
The Board evaluation report is then submitted to the Chairman of the Board and the Chairman of Nomination and Remuneration Committee. The Chairman of the Board discussed the outcome of evaluation of the individual Directors separately with them in detail. The evaluation report contains an executive summary of findings and several key recommendations from the evaluation process. The report of the Board evaluation was adopted by the Nomination and Remuneration Committee and the Board.
In the evaluation of the Board and its Committees, the following major observations/suggestions emerged:
• There should be a strong focus on compliance and governance, good engagement on key business issues, and increasing focus on the core business;
• The Board needed to consider talent across various functions including management, technical and operational for strategizing the company to the next level.
• The Board should ensure that the Company follows a policy of zero tolerance for all ethical violations or misconducts and an increased focus on safety is essential and should be emphasized across the Company;
• The Board also noted that given the changing external environment the Company should be prepared for any likely disruption.
• The Board agreed that the organization was focused in the right direction of creating a purpose-driven organisation.
• The need for having better understanding of competitive landscape in a dynamic business environment and importance of being updated in the emerging technology areas relevant for the Company.
COMMITTEES OF THE BOARD:
In terms of the Companies Act 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have constituted Board Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Board Committees are formed with approval of the Board and function under their respective Charters, which defines the scope, powers and composition of the Committee. These Committees play an important role in the overall Management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting.
The Company has Four Board Level Committees. As on year ended 31.03.2023 the Company has following Committees of Board with the given composition.
AUDIT COMMITTEE:
Composition, Name of Members and Chairpersons
Your Company has a duly constituted Audit Committee and its composition is in line with the requirements of the Act and Listing Regulations.
The Audit Committee during the year 2022-23 comprised of three members. All are Independent Directors including the Chairman. All members of the Audit Committee are financially literate and possess accounting and related financial management expertise. The Company Secretary acts as the Secretary to the Committee.
During the year under review, the Audit Committee met Five (5) times on (i) April 22, 2022 (ii) May 21, 2022 (iii) August 12, 2022 (iv) November 14, 2022 and on (v) February 14, 2023 with necessary quorum being present at all the meetings and the time gap between any two meetings did not exceed one hundred and twenty days.
The constitution of Committee as on March 31, 2023 and details of attendance of members is as under:
| Name of Members | Category | Designation | No. of Meetings Held | Entitlement to Attend | No. of Meetings Attended |
| Mr. Ashok Patel* | Independent Director | Chairperson | 5 | 4 | 4 |
| Mrs. Kajal Iain* | Independent Director | Chairperson | 5 | 0 | 0 |
| Mr. Ravikumar Channappa* | Independent Director | Member | 5 | 1 | 1 |
| Mr. Niraj Variava | Independent Director | Member | 5 | 5 | 5 |
| Mrs. Sushmita Lunkad* | Independent Director | Member | 5 | 4 | 4 |
Notes:
*The Committee was reconstituted on April 22, 2022 wherein Mr. Ashok Patel was appointed as the Chairperson to the Audit Committee in place of Mrs. Kajal Jain upon her resignation and Mrs. Sushmita Lunkad was appointed as the member of the Audit Committee in place of Mr. Ravikumar Channappa upon his re-designation from Non-executive Director to Executive Director.
During the year under review, all recommendation made by the committee were accepted by the Board.
The Chairman of the Audit Committee was present at the Annual General Meeting of the Company held on September 29, 2022.
Statutory Auditors as well as Internal Auditors are invited and attend meetings of the Audit Committee and periodic presentations are also made to the Audit Committee on various issues.
The Role of the Audit Committee:
The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Listing Regulations and Section 177 of the Act as applicable along with other terms as referred by the Board.
• Recommendation for appointment, re-appointment, removal, remuneration and terms of appointment of auditors of the Company;
• To review and to monitor the auditors independence and performance and effectiveness of audit process;
• Discussing with the external Auditors before the Audit commences on the nature and scope of Audit, as well as having post Audit discussion to ascertain the area of concern, if any;
• Examination of the financial statements and the auditors report thereon;
• Approval or any subsequent modification of transactions of the Company with related parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the Company, wherever it is necessary;
• Evaluation of internal financial controls and risk management systems;
• Looking after the risk assessment including fraud risk and risk guidelines governing the risk management process;
• Reviewing the internal audit reports relating to internal control weaknesses;
• Monitoring the end use of funds raised through public offers and related matters.
• Operation of the vigil mechanism in the Company.
• Overseeing the Companys financial reporting process and disclosure of financial information to ensure that the financial Statements are correct, sufficient and credible;
• Approval of payment to statutory auditors for any other services rendered by the statutory auditors
• Reviewing the Qualifications in the audit report, if any;
• Reviewing the adequacy of Cost Audit function;
• Discussing with Cost Auditors any significant findings and follow up on such issues;
• Reviewing the Companys financial and risk management policies; and
• Examining reasons for substantial default in the payment to Shareholders (in case of non-payment of declared dividends) and creditors, if any
• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
In fulfilling the above role, the Audit Committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice.
Vigil Mechanism/Whistle Blower Policy!
In compliance with Section 177 (9) of the Companies Act, 2013 and pursuant to the Listing Regulations, the Board of Directors of the Company have adopted the Vigil Mechanism/Whistle blower Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. This policy also provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee.
The Company is committed to adhering to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Companys website at: https://sparcelectrex.com/wp- content/uploads/2023/02/Whistle-Blower-Policy.pdf
During the financial year 2022-2023, no cases or complaints under this mechanism were reported in the Company.
NOMINATION AND REMUNERATION COMMITTEE:
Composition, Name of Members and Chairperson!
Your Company has a duly constituted Nomination and Remuneration Committee and its composition is in line with the requirements of the Act and Listing Regulations.
The Nomination and Remuneration Committee during the year 2022-23 comprised of three members. All are Independent Directors including the Chairman. The Company Secretary acts as the Secretary to the Committee.
During the year under review, the Nomination and Remuneration Committee met One (1) time i.e on (i) April 22, 2022 with necessary quorum being present at the meeting.
The constitution of Committee as on March 31, 2023 and details of attendance of members is as under:
| Name of Members | Category | Designation | No. of Meetings Held | Entitlement to Attend | No. of Meetings Attended |
| Mr. Ashok Patel* | Independent Director | Chairperson | 1 | 0 | 0 |
| Mrs. Kajal Iain* | Independent Director | Chairperson | 1 | 0 | 0 |
| Mr. Ravikumar Channappa* | Independent Director | Member | 1 | 1 | 1 |
| Mr. Niraj Variava | Independent Director | Member | 1 | 1 | 1 |
| Mrs. Sushmita Lunkad* | Independent Director | Member | 1 | 0 | 0 |
Notes:
*The Committee was reconstituted on April 22, 2022 wherein Mr. Ashok Patel was appointed as the Chairperson to the N&R Committee in place of Mrs. Kajal Jain upon her resignation and Mrs. Sushmita Lunkad was appointed as the member of the Audit Committee in place of Mr. Ravikumar Channappa upon his re-designation from Non-executive Director to Executive Director.
During the year under review, the recommendations made by the committee were accepted by the Board.
The Chairman of the Nomination and Remuneration Committee was present at the Annual General Meeting of the Company held on September 29, 2022.
The Role of the Nomination and Remuneration Committee!
The terms of reference of the Committee inter-alia includes:
• Formulating the criteria for determining qualifications, positive attributes and independence of a director and to recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;
• To formulate criteria for evaluation of performance of Independent Directors and the Board;
• To devise a policy on Board diversity
• To identify and recommend to the Board, in accordance with the criteria as laid down, appointment/ reappointment/removal of the Executive /Non- Executive Directors and the senior management of the Company;
• Recommend to the board appointment of key managerial personnel ("KMP" as defined by the Act) and executive team members of the Company (as defined by this committee).
• Carry out evaluation of every directors performance and support the board and independent directors in evaluation of the performance of the board, its committees and individual directors.
• To recommend to the board the remuneration payable to the directors and to oversee the remuneration payable to the executive team or key managerial personnel of the Company.
• To monitor and handle any other matter relating to framing/administration of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999 or any amendments thereof;
• Performing such other duties and responsibilities as may be consistent with the provisions of the committee charter.
• Any other function as may be mandated by the Board or stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.
Policy for Selection and Appointment of Directors and their Remuneration
The Board has, in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining the qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. This policy is hosted on Companys website: https://sparcelectrex.com/wp-content/uploads/2022/09/Policy-on-Nomination-and-Remuneration-of-Directors-KMPs-Senior-Management.pdf
Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:
I. Selection of Directors and Key Managerial Personnel:
In case of Executive Directors and Key Managerial Personnel, the selection can be made in either of the ways given below:
- By way of recruitment from outside
- From within the Company hierarchy; or
- Upon recommendation by the Chairman or other Directors.
The appointment may be made either to fill up a vacancy caused by retirement, resignation, death or removal of an existing Executive Director or it may be a fresh appointment.
In case of Non-Executive Directors, the selection can be made in either of the ways given below:
- By way of selection from the data bank of Independent Directors maintained by the Government.
- Upon recommendation by Chairman or other Directors.
II. Qualifications, experience and positive attributes of Directors/KMPs:
While appointing a Director or a KMP, it shall always be ensured that the candidate possesses appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Companys business.
III. Board diversity and independence of Directors:
While making the appointment of directors, the following principles shall be observed by the Board, as far as practicable:
- There shall be a proper mix of Executive and Non-Executive Directors and Independent and Non-independent directors on the Board. The Company shall always be in compliance with the provisions of Section 149 of the Companies Act, 2013 in this regard.
- There shall be a workable mix of directors drawn from various disciplines like technical, finance, commercial, legal, etc.
- While appointing a director to fill in a casual vacancy caused by death, resignation etc. of a director, an effort shall be made, as far as possible, to appoint such a person in his place who has the relevant experience in the fields or disciplines in which the outgoing director had with relevant expertise as requisite to the business of the Company.
- No preference on the basis of gender, religion or cast shall be given while considering the appointment of directors.
- While appointing independent directors, the criteria for the independent directors, as laid down in Section 149 (6) of the Companies Act, 2013 shall be followed.
IV. Remuneration of Directors:
- Remuneration to Directors is based on various factors like the Companys size, economic and financial position, Directors participation in Board and Committee Meetings and after benchmarking with peer companies. Based on the same and performance evaluation of the concerned director, NRC recommends to the Board, that remuneration be payable to the Directors.
- The remuneration paid to Managing Director and Executive Director(s) includes base salary and variable compensation while remuneration to Independent Directors is based on various factors like committee position, chairmanship, attendance, and participation and performance evaluation.
V. Criteria of Making Payments to Non-Executive Directors:
The Non-Executive Directors are entitled to receive remuneration only by way of sitting fees for participation in the Board/Committee meetings within the overall limits prescribed under the Companies Act, 2013 and reimbursement of expenses for participation in Board/Committee meetings. Independent Directors are not entitled to participate in the stock option schemes of the Company.
N o other form of remuneration is paid to Non-Executive Directors either by way of commission or otherwise
In terms of Regulation 46 of the SEBI Listing Regulations, the criteria for payment to Non-Executive Directors is available on the website of the Company: https://sparcelectrex.com/wp-content/uploads/2023/02/Criteria-for-making-payment-to- NED-Sparc.pdf
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Composition, Name of Members and Chairpersons
Your Company has a duly constituted Stakeholders Relationship Committee and its composition is in line with the requirements of the Act and Listing Regulations.
The Stakeholders Relationship Committee during the year 2022-23 comprised of three members. All are Independent Directors including the Chairman. The Company Secretary acts as the Secretary to the Committee.
During the year under review, the Stakeholders Relationship Committee met Four (4) times i.e on (i) April 22, 2022 (ii) August 12, 2022 (iii) November 14, 2022 and on (iv) February 14, 2023 with necessary quorum being present at the meeting.
The constitution of Committee as on March 31, 2023 and details of attendance of members is as under:
| Name of Members | Category | Designation | No. of Meetings Held | Entitlement to Attend | No. of Meetings Attended |
| Mr. Ashok Patel* | Independent Director | Chairperson | 4 | 3 | 3 |
| Mrs. Kajal Iain* | Independent Director | Chairperson | 4 | 0 | 0 |
| Mr. Ravikumar Channappa* | Independent Director | Member | 4 | 1 | 1 |
| Mr. Niraj Variava | Independent Director | Member | 4 | 4 | 4 |
| Mrs. Sushmita Lunkad* | Independent Director | Member | 4 | 3 | 3 |
Notes:
*The Committee was reconstituted on April 22, 2022 wherein Mr. Ashok Patel was appointed as the Chairperson to the Stakeholders Relationship Committee in place of Mrs. Kajal Jain upon her resignation and Mrs. Sushmita Lunkad was appointed as the member of the Audit Committee in place of Mr. Ravikumar Channappa upon his re-designation from Non-executive Director to Executive Director.
The Chairman of the Stakeholders Relationship Committee was present at the Annual General Meeting of the Company held on September 29, 2022.
The Role of the Stakeholders Relationship Committee:
The Stakeholders Relationship Committee carries out the role in compliance with Section 178 of the Companies Act, 2013 and the Listing Regulations. The Committee is responsible for resolving investors complaints pertaining to share transfers, non - receipt of annual reports, dividend payments, issue of duplicate share certificates, transmission of shares and other shareholder related queries, complaints etc. The terms of reference of the Committee inter-alia includes:
• To consider and resolve the grievances of security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, demat/ remat of shares / split / consolidation / sub-division of share / debenture certificates etc.;
• To consider and approve issue of share certificates (including issue of renewed or duplicate share certificates), transposition of names, deletion of names etc.;
• To oversee performance of the Registrar and Transfer Agents of the Company and to recommend measures for overall improvement in the quality of investor services.
• To monitor and review any investor complaints received by the Company or through SEBI, SCORES and ensure its timely and speedy resolution, in consultation with the Company Secretary, Compliance officer and Registrar and Share Transfer Agent of the Company;
• To carry out any other function as is referred by the Board from time to time and/ or enforced by any statutory notification/amendment or modification as may be applicable;
• To perform such other functions as may be necessary or appropriate for the performance of its duties.
Investors Grievance Redressal
During F.Y. 2022-23 the following complaints were received and resolved to the satisfaction of shareholders.
| Particulars | Status |
| Complaints as on April 1, 2022 | Nil |
| Received during the year | Nil |
| Resolved during the year | Nil |
| Pending as on March 31, 2023 | Nil |
Details of the Compliance Officer designated for handling the investor grievances;
Name: Mr. Shobith Hegde
Address: 1202, 12th Floor, Esperanza Building, 198, Linking Road, Next to Bank of Baroda, Bandra West, Mumbai- 400050.
Email id: sparcelectrex@gmail.com
RIGHT ISSUE COMMITTEE:
Composition, Name of Members and Chairpersons
The Board of Directors of the Company constituted Right Issue Committee to decide on various matters concerning the Right Issue of the Company.
The Right Issue Committee during the year 2022-23 comprised of three members, the Chairman being an Independent Director. The Company Secretary acts as the Secretary to the Committee.
During the year under review, the Right Issue Committee met Three (3) times i.e on (i) September 23, 2022 (ii) September 29, 2023 and on (iii) February 14, 2023 with necessary quorum being present at the meeting.
The constitution of Committee as on March 31, 2023 and details of attendance of members is as under:
| Name of Members | Category | Designation | No. of Meetings Held | Entitlement to Attend | No. of Meetings Attended |
| Mr. Ashok Patel | Independent Director | Chairperson | 3 | 3 | 3 |
| Mr. Niraj Variava | Independent Director | Member | 3 | 3 | 3 |
| Mr. Shobith Hegde | Executive Director | Member | 3 | 3 | 3 |
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Management Discussion and Analysis Report providing a detailed overview of your Companys performance, industry trends, business and risks involved is presented in a separate section forming part of this Annual Report.
As required under the provisions of the Listing Regulations, the Audit Committee of the Company has reviewed the Management Discussion and Analysis report of the Company for the year ended 31st March, 2023.
CORPORATE GOVERNANCE AND ETHICS
The Company believes in adhering to the best corporate governance practices and emphasizes on fair and transparent governance and disclosure practices which helps the Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principles of fair and transparent disclosures, equity, accountability and responsibility.
Pursuant to Regulation 15 of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, the Company does not fall under the purview of Regulations of Corporate Governance. The provisions of reporting of Corporate Governance as specified in regulation 27(2) is not applicable to the Company, as it does not meet the threshold of paid up share capital of Rs.10 crores and net worth of Rs. 25 crores as on March 31, 2023.
CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY
The provisions for Corporate Social Responsibility ("CSR") under Section 135(1) of the Companies Act, 2013, are not applicable to the Company for the current financial year.
AUDIT AND AUDITORS
Statutory Auditor:
M/s Motilal & Associates (FRN 106584W), Chartered Accountants, have been appointed as Statutory Auditors of the Company at the 31st Annual General Meeting held on September 27, 2020, for a term of five consecutive years to hold office from the conclusion of that meeting till the conclusion of the 36th Annual General Meeting of the Company to be held in 2025.
As per the requirement of the Act, M/s Motilal & Associates, Chartered Accountants, have confirmed that the appointment is within the limits specified under Section 141(3) (g) of the Act and that they are not disqualified to be appointed as Statutory
Auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.
The Ministry of Corporate Affairs vide notification dated May 7, 2018, has taken away the requirement of seeking ratification of appointment of statutory auditors by members at each Annual General Meeting. Accordingly, no such item will be form a part of notice of the 34th AGM.
Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Statutory Auditor in their Report:
There are no qualifications, reservations or adverse remarks in the Auditors Report issued by M/s Motilal & Associates (FRN 106584W), Chartered Accountants, Statutory Auditors, for the financial year ended March 31, 2023. The Statutory Auditors have also not reported any incident of fraud to the Audit Committee during the year under review. The remarks made in the Auditors Report are self-explanatory and do not call for any further comments or explanation from your Directors. Further the Auditors Report for the financial year ended, 31st March, 2023 is annexed herewith for your kind perusal and information
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, M/s. Pankaj Trivedi & Co., Practicing Company Secretary (CP. No.: 15301), Mumbai, has been appointed as the Secretarial Auditor to carry out the Secretarial Audit of the Companys secretarial and related records for the year ended March 31, 2023. The Secretarial Audit Report issued by the Secretarial Auditor in Form No. MR-3 is annexed with this Report.
Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Secretarial Auditor in their Report:
M/s. Pankaj Trivedi & Co., Practicing, Company Secretary, in his independent Audit Report for Financial year 2022-23. The report does not contain any major qualification except remarks drawing attention of the management for delay in filing of one form for better corporate governance. The remark made is self-explanatory and do not required any further clarification and management ensure all its efforts for timely filing of all such forms. However present delay was mainly due delay from Bank side and to challenges faced by the Company in filing this form due technical issues in V3 portal.
Secondly on second observation made by the Secretarial Auditors we submit that The company had already intimated to the exchange on 23.11.2021 about the Board meeting to be held on 30.11.2021 for considering such reclassification. Then the Company has announced the approval of such reclassification by Board in its outcome on 30.11.2021. Further the Company has also submitted the notice of Postal Ballot for seeking approval of members for proposed reclassification on 07.12.2021 and result of Postal Ballot on 07.01.2022. So all the necessary information pertaining to reclassification was in public domain only.
The Company has submitted the minutes of Board at the time of filing reclassification application with exchange the through listing module and the company will intimate the exchange about the rejection of an application upon receipt of communication from the exchange the basis of such rejection.
Internal Auditor:
Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditors of the Company viz. M/s. Manisha Chandak & Associates.
The Board of Directors of the Company has re-appointed M/s. Manisha Chandak & Associates, Chartered Accountants (FRN: 141890W), to conduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Act for the FY 2023-24.
Internal Audit and Adequacy of Internal Controls:
The scope and authority of the Internal Audit function are defined by the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.
The internal audit department monitors and evaluates the efficiency and adequacy of the internal control system in the Company, and its compliance with operating systems, accounting procedures, and policies of the Company. Based on the suggestions of the internal audit function, the management undertakes corrective actions in their respective areas and thereby strengthens the controls.
The Board is of the opinion that the internal audit function and the internal control system existing in the Company is commensurate with the size, scale, complexity and operations of the Company.
Cost Audit:
The provisions of Section 148 under the Companies Act, 2013 are not applicable to the Company.
SUSPENSE ESCROW DEMAT ACCOUNT/UNCLAIMED SHARES ACCOUNT
The Company has opened a Suspense Escrow Demat Account with Phillip Capital (India) Private Limited pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/6 dated January 25, 2022.
As per the circular for dematerialisation of securities, if the demat request is not received by RTA within 120 days from the date of issuance of Letter of Confirmation ("LOC"), then the RTA shall move such securities to a physical folio named as "Suspense Escrow Account" and issue a consolidated LOC to the Company on monthly basis for the said securities moved to this account. The Company shall then dematerialise these securities in "Suspense Escrow Demat Account" within 7 days of receipt of such LOC from RTA. When any shareholder claims, the Company will transfer the same to his/her demat account by following the procedure as prescribed under the regulations.
In terms of Regulation 39 of the Listing Regulations, the Company reports the following details in respect of equity shares lying in the Demat Suspense Account/Unclaimed shares as on March 31, 2023:
| Particulars | No. of Shareholders | No. of Equity shares |
| Aggregate Number of Shareholders and the outstanding shares in the Suspense Account lying as on April 1, 2022 | 0 | 0 |
| Less: Number of Shareholders who approached the Company for transfer of shares from suspense account | 0 | 0 |
| Aggregate number of Shareholders and the outstanding shares in the suspense account lying as on March 31, 2023 | 0 | 0 |
During the year, there was no movement of shares in the suspense account. The shares if held in suspense account shall remain frozen till the rightful owners of such shares claim the shares.
TRANSFER OF INVESTOR EDUCATION AND PROTECTION FUND:
There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013 provides for protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. The Company has framed a Policy on Prevention of Sexual Harassment at Workplace as per the provisions of this Act which is available on the website of the Company- https://sparcelectrex.com/wp- content/uploads/2022/12/Sexual-Harassement-Policy.pdf. During the year under review, no cases were reported under the said policy during the financial year 2022-2023.
RELATED PARTY TRANSACTIONS & MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS:
Your Company follows the practice of undertaking related party transactions only in the ordinary and normal course of business and at arms length basis as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the Listing Regulations. The updated Policy can be accessed on the Companys website at https://sparcelectrex.com/wp- content/uploads/2022/09/Policy-on-Related-Party-Transactions.pdf
During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. Further, the Company has taken prior approval for all the material related party transaction with an aggregate value exceeding Rs. 1000 crore or 10% of the annual consolidated turnover of the Company, as per the latest audited balance sheet, whichever is lower.
The transactions with the related parties as per requirements of Indian Accounting Standard 24 are disclosed in Note 26 to the financial statements in the Annual Report. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, is attached as Annexure-2 to the Boards Report. The details of transaction(s) of the Company with entities belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the financial statements.
CODE OF CONDUCT
The Board and all senior management personnel of the Company are required to abide by the Code of Conduct as laid down by the Board ensuring minimum standards of Business and ethical Conduct. It also includes the Code for Independent Directors as envisaged in Schedule IV of the Companies Act, 2013. This Code outlines fundamental ethical considerations as well as specific considerations that need to be maintained for professional conduct. This Code has been displayed on the Companys website at https://sparcelectrex.com/wp-content/uploads/2022/09/Code-of-Conduct-Senior-Management-.pdf
A declaration by the Whole Time Director confirming that all the Directors and senior management personnel of the Company have affirmed compliance with Companys Code of Conduct for the financial year ended March 31, 2023 is annexed at the end of this report.
CODE FOR PREVENTION OF INSIDER TRADING
In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a comprehensive Code of Conduct to regulate, monitor and report trading by insiders. The said Code lays down the practices and procedures for fair disclosure of unpublished price sensitive information. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. This Code is available on the Companys website at https://sparcelectrex.com/wp- content/uploads/2022/11/Policy-for-Insider-Trading-Code.pdf
Pursuant to Regulation 26(5) of the SEBI Listing Regulations, the Senior Management has made periodical disclosures to the Board relating to all material financial and commercial transactions, where they had (or were deemed to have had) personal interest that might have been in potential conflict with the interest of the Company. The same was Nil.
POLICY FOR PRESERVATION OF DOCUMENTS
Pursuant to the requirements under Regulation 9 of the Listing Regulations, the Board has formulated and approved a Document Retention Policy prescribing the manner of retaining the Companys documents and the time period up to which certain documents are to be retained. The company has adopted a policy for preservation of documents and the same is available on the companys website at https://sparcelectrex.com/wp-content/uploads/2022/11/Archival-Policy-Sparc.pdf
RISK MANAGEMENT:
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.
Pursuant to section 134(3) (n) of the Companies Act, 2013 and as per provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company has adhered to the principles of sound risk management and has a Risk Management Policy in place.
Periodic assessments to identify and evaluate the risk areas are carried out and Management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks, business risk, legal risk and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and actions are taken to manage and mitigate them.
During the period under review, the Company has not identified any element of risk which may threaten the existence of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The prescribed particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as "Annexure IV & V" which forms part of the Boards report.
PARTICULARS OF EMPLOYEES AND THEIR REMUNERATION:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure -III to the Board Report.
During the period under review, none of the employees has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
COMPLIANCE WITH MANDATORY AND NON-MANDATORY REQUIREMENTS OF THE LISTING REGULATIONS:
The Company has implemented all mandatory requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In addition to this, the Company has also adopted certain discretionary requirements of Listing Regulations in the manner as stated under the appropriate headings detailed below:
• Reporting of Internal Auditor:
Internal Auditors are invited to the meetings of Audit Committee to make presentation to the Committee on their observations and suggestions during the course of their Internal Audit. The Internal Auditor reports directly to the Audit Committee.
• Modified Opinion(s) in Audit Report:
There is no modified opinion(s) in the Auditors Report for the financial year 2022-23 issued by the Auditors of the Company.
• Certificate on Non-Disqualification of Directors:
A certificate from M/s. Pankaj Trivedi & Co., Practicing Company Secretary, certifying that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as a Director by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority forms part of this report.
• Compliance with Corporate Governance Provisions of Listing Regulations:
Pursuant to Regulation 15 of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 22, 23, 25, 26 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D of Schedule V does not apply, in respect of a listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. Accordingly, even though the Company does not fall under the purview of Regulations of Corporate Governance still the Company discretionary follows it as a part of good corporate governance.
RECONCILIATION OF SHARE CAPITAL AUDIT:
A quarterly audit was conducted by M/s. Pankaj Trivedi & Co., Practicing Company Secretary for reconciling the issued and listed capital of the Company with the aggregate number of equity shares held by investors in physical form and in the depositories i.e National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). The Audit Report confirms that the total issued/paid-up share 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 and the said certificates were placed before the Board of Directors and were submitted to the stock exchange within the prescribed time limit.
CERTIFICATE FOR TRANSFER OF SHARES
Pursuant to Regulation 40(9) of Listing Regulations, certificates on yearly basis have been issued by M/s. Pankaj Trivedi & Co., Practicing Company Secretary, with respect to due compliance of share transfer formalities by the Company. The same has been submitted to the Stock Exchange within the prescribed time limit.
DETAILS OF NON-COMPLIANCE BY THE COMPANY, PENALTIES AND STRICTURES IMPOSED ON THE COMPANY BY STOCK EXCHANGES OR SEBI, OR ANY OTHER STATUTORY AUTHORITIES, ON ANY MATTER RELATED TO CAPITAL MARKETS DURING THE LAST THREE YEARS:
During the year under review, the Company has complied with the requirements of regulatory authorities. No penalties / strictures were imposed on the Company by Stock Exchanges / SEBI or any other statutory authority on any matter related to the capital market.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.
MAINTENANCE OF COST RECORDS:
The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.
CREDIT RATINGS:
During the year under review, the Company has not borrowed any money and hence, disclosure pertaining to utilization of borrowed funds and Credit Rating is not applicable.
SECRETARIAL STANDARDS:
During the year under review the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there was no application made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.
GENERAL SHAREHOLDER INFORMATION
A. GENERAL BODY MEETING:
(a) Location, date and time of the Annual General Meetings held during the last three years are given below:
| Financial Year | Type of Meeting | Venue | Day, Date & Time | Special Resolution Passed |
| 2021-2022 | 33 rd AGM | Through Video Conferencing/ Other Audio-Visual Means (Deemed Venue: Registered Office) | Thursday, 29th September, 2022 at 02.00 p.m. | None |
| 2020-2021 | 32nd AGM | Tuesday, 28th September, 2021 at 03.00 p.m. | None | |
| 2019-2020 | 31st AGM | Sunday, 27th September ,2020 at 11.00 a.m. | None |
(b) Extra Ordinary General Meeting held:
During the year under review i.e for Financial Year 2022-2023, no Extra Ordinary General Meeting was held. However, post the year under review two Extra Ordinary General Meetings were held as follows:
| Sr. No. Day, Date & Time | Resolutions Passed | Venue |
| 1 Saturday, April 22, 2023 at 02.00 p.m. | Considered and approved the issuance of Equity Shares to promoter( s) by way of conversion of existing unsecured loan | Through Video Conferencing/Other Audio Visual Means (Deemed Venue: Registered Office) |
| 2 Saturday, June 17, 2023 at 02.00 p.m. | Considered and approved the alteration / modification / amendment to Article 32 (Calls on Shares) of the Articles of Association of the Company. |
(c) Postal Ballot:
During the period under review, the following resolutions were passed through Postal Ballot on May 28, 2022:
1 Considered and approved Sell of Land/ Plot and Factory Building owned by the Company- Special Resolution
2 Recommendation for approval by members of Company for revision of remuneration of Mr. Shobith Ganesh Hegde (02211021) as Whole Time Director and CFO of the Company- Special Resolution
3 Considered and approved Appointment of Mr. Ashok Patel (08024669) as an Independent Director of the Company- Special Resolution
4 Considered and approved Appointment of Ms. Sushmita Swarup Lunkad (09044848) as an Independent Director of the Company- Special Resolution
5 Considered and approved Change in the Designation of Mr. Ravikumar Byrapatna Channappa (06595061) From Non-Executive Director to Executive Director of the Company- Special Resolution
6 Considered and approved giving Authorization to Board of Directors to Advance any Loan, give any Guarantee or to provide any Security to all such person specified under Section 185 of the Companies Act, 2013 upto an Aggregate Limit of Rs. 25 Crores- Special Resolution
7 Approval of Related Party Transactions with M/s Electrex International Private Limited - Ordinary Resolution
8 Approval of Related Party Transactions with Mrs. Shobha Anant Hegde- Ordinary Resolution
9 Approval of Related Party Transactions with M/s. Electrex Sales & Services- Ordinary Resolution
10 Approval of Related Party Transactions with M/s. Electrex Power Tools Private Limited- Ordinary Resolution
| Resolution Nos. No. of members voted | Total No. Shares voted | Votes In favour | Votes Against | Invalid Votes | |||
| Members | Votes | Members | Votes | Members | Votes | ||
| 1 13 | 2,40,294 | 12 | 2,40,292 | 1 | 2 | - | - |
| 2 13 | 2,40,294 | 12 | 2,40,292 | 1 | 2 | - | - |
| 3 15 | 15,66,032 | 14 | 15,66,030 | 1 | 2 | - | - |
| 4 15 | 15,66,032 | 14 | 15,66,030 | 1 | 2 | - | - |
| 5 15 | 15,66,032 | 14 | 15,66,030 | 1 | 2 | - | - |
| 6 15 | 15,66,032 | 14 | 15,66,030 | 1 | 2 | - | - |
| 7 13 | 2,40,294 | 12 | 2,40,292 | 1 | 2 | - | - |
| 8 13 | 2,40,294 | 12 | 2,40,292 | 1 | 2 | - | - |
| 9 13 | 2,40,294 | 12 | 2,40,292 | 1 | 2 | - | - |
| 10 13 | 2,40,294 | 12 | 2,40,292 | 1 | 2 | - | - |
The Board had appointed Mr. Pankaj Trivedi (ICSI Mem No. ACS 15301), Practicing Company Secretary of Pankaj Trivedi & Co. as scrutinizer in its meeting held on April 22, 2022 for conducting aforesaid postal ballot in a fair and transparent manner.
In compliance with provisions of Sections 108, 110 and other applicable provisions of the Act, read with (i) Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended; (ii) Regulation 44 of the Listing Regulations, as amended from time to time and read with (iii) General Circular No. 14/2020 dated 8th April, 2020, General Circular No. 17/2020 dated 13th April, 2020, General Circular No. 20/2020 dated 5th May, 2020, General Circular No.22/2020 dated 15th June, 2020, General Circular No. 33/2020 dated 28th September, 2020, General Circular No. 39/2020 dated 31st December, 2020, General Circular No. 10/2021 dated 23rd June, 2021, General Circular No. 20/2021 dated 8th December, 2021, General Circular No. 3/2022 dated 5th May, 2022 and General Circular No. 11/2022 dated 28th December, 2022 issued by the Ministry of Corporate Affairs (MCA Circulars), and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January 2021, Circular No SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13th May, 2022 and Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5th January, 2023 issued by SEBI, the Company provided only remote e- Voting facility to its Equity Shareholders to enable them to cast their votes electronically instead of submitting the Postal Ballot form.
The Company had engaged the services of Central Depository Services (India) Limited (CDSL) for facilitating remote e- Voting to enable the Members to cast their votes electronically.
In terms of the MCA Circulars, the Company sent the Postal Ballot Notice in electronic form only to those Equity Shareholders whose names appeared in the Register of Members/ List of Beneficial Owners as received from NSDL and Central Depository Services (India) Limited (CDSL) and whose email addresses were available with the Company / Depositories / the Depository Participants / the Companys Registrar and Share Transfer Agent as on the cut-off date.
Voting rights were reckoned on the paid-up value of the shares registered in the names of the Members as on the respective cut-off dates i.e. April 22, 2022. Members who desired to exercise their votes by electronic mode were requested to vote before close of business hours on the last date of e-Voting.
(d) Details of the meeting convened in pursuance of the order passed by the National Company Law Tribunal (NCLT): Not applicable
B. 34th ANNUAL GENERAL MEETING FOR F.Y. 2022-2023:
| Day, Date & Time | Venue | Financial Year | Book Closure Dates |
| Thursday, 28th September, 2023 at 03.00 p.m. | Through Video Conferencing/Other Audio Visual Means (Deemed Venue: Registered Office) | 2022-2023 | Thursday, 21st September, 2023 to Thursday, 28th September, 2023 (both days inclusive) |
C. TENTATIVE FINANCIAL CALENDAR (2023-2024)
| Particulars | Period |
| Financial Year | April 1, 2023 to March 31, 2024 |
| For consideration of Unaudited/Audited Financial Results | |
| Results for quarter ending June 30, 2023 | On or before August 14, 2023 |
| Results for quarter ending September 30, 2023 | On or before November 14, 2023 |
| Results for quarter ending December 31, 2023 | On or before February 14, 2024 |
| Results for quarter ending March 31, 2024 | On or before May 30, 2024 |
| AGM for the year ending March 31, 2024 | On or before September 30, 2024 |
D. LISTING ON STOCK EXCHANGE
| Name of Stock Exchange where Equity Shares are Listed | Bombay Stock Exchange |
| Address of Stock Exchange | Phiroze Jeejeebhoy Towers, Dalal Street, Fort, |
| Mumbai - 400001 | |
| Scrip Code | 531370 |
| ISIN Number | INE960B01015 |
The Equity Shares of the Company continue to be listed and traded on the BSE Limited. The Annual Listing fee for the year 2023-24 has been paid to the Stock Exchange. There was no suspension on shares of the Company during the year.
PP ISIN- IN9960B01013 and RE ISIN: INE960B20015
During the year under review, the Company was allotted PP ISIN- IN9960B01013 and RE ISIN: INE960B20015. These ISIN were allotted by NSDL and CDSL on January 25, 2023 on temporary basis for the purpose of procedural aspects of Right Issue.
On issue, the Rights Equity Shares were credited to a temporary RE ISIN which was frozen until the receipt of the final listing/ trading approvals from the Stock Exchanges. Upon receipt of such listing and trading approvals, the Rights Equity Shares were debited from RE ISIN and was credited to the new PP ISIN which was then available for trading. Thereafter, the temporary RE ISIN was permanently deactivated in the depository system of CDSL and NSDL.
On June 20, 2023, the Company decided to make first and final call on the partly paid right equity shares, for which the PP ISIN was suspended for trading by BSE Limited from June 30, 2023. On the payment of first and final call money, the partly paid shares under the PP ISIN shall be converted into fully paid-up equity shares which shall be then be tradable under the existing ISIN- INE960B01015.
E. REGISTRAR AND SHARE TRANSFER AGENT (RTA):
Universal Capital Securities Pvt. Ltd,
(100% subsidiary of Link Intime India Pvt. Ltd)
C-101, First Floor, 247 Park, Lal Bahadur Shastri Marg,
Vikhroli (West), Mumbai- 400083 Tel No: 022-28207203-05, 28257641 Fax: 022-28207207
Email: mangesh@unisec.in : info@unisec.in Website: www.unisec.in
F. USEFUL INFORMATION FOR SHAREHOLDERS:
• Share Transfer System
The Board of Directors have delegated the power of dealing with the transfer, transmission of shares and other matters like consolidation of share certificates, issue of duplicate share certificates, dematerialization/rematerialization of shares, to Registrar & Share Transfer Agents (R&T Agent) of the Company. All the matters are dealt by and processed by the R&T Agent regularly and is approved by the Stakeholders Relationship Committee of the Company or the authorized signatories of the Company.
The Company obtains from a Company Secretary in practice yearly certificate of compliance with the share transfer formalities as required under Regulation 40(9) of the Listing Regulations, and files a copy of the same with the BSE.
As per SEBI norms, all requests for transfer of securities including transmission or transposition shall be processed only in dematerialised form.
Shareholders may please note that the SEBI by its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/8 dated 25th January, 2022 has mandated listed companies to issue securities in demat form only while processing service requests viz. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/ splitting of securities certificate; consolidation of securities certificates / folios; transmission and transposition.
Shareholders are requested to make service requests by submitting a duly filled and signed Form ISR - 4 (Form for various service requests), format of which is available on the weblink of the Company at https://sparcelectrex.com/wp- content/uploads/2022/07/Form-ISR-4.pdfs
Shareholders holding equity shares of the Company in physical form are requested to kindly get their equity shares converted into demat / electronic form to get inherent benefits of dematerialisation and also considering that physical transfer of equity shares / issuance of equity shares in physical form have been disallowed by SEBI.
Holding securities in dematerialized form is beneficial to the investors in the following manner:
S A safe and convenient way to hold securities;
S Elimination of risk(s) associated with physical certificates such as bad delivery, fake securities, delays, thefts, etc.;
S Immediate transfer of securities;
S No stamp duty on electronic transfer of securities;
S Reduction in transaction cost;
S Reduction in paperwork involved in transfer of securities;
S No odd lot problem, even one share can be traded;
S Availability of nomination facility;
S Ease in effecting change of address / bank account details as change with Depository Participants (DPs) gets registered with all companies in which investor holds securities electronically;
S Easier transmission of securities as the same is done by DPs for all securities in demat account;
S Automatic credit in to demat account of shares, arising out of bonus / split / consolidation / merger / etc.;
S Convenient method of consolidation of folios/accounts;
S Holding investments in Equity, Debt Instruments, Government securities, Mutual Fund Units etc. in a single account;
S Ease of pledging of securities; and S Ease in monitoring of portfolio.
• Common and Simplified Norms for Investor Service Request
As an on-going measure to enhance ease of doing business for investors in the securities market, SEBI, by Circular Nos. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated 3rd November, 2021; SEBI/HO/ MIRSD/MIRSD_RTAMB/P/ CIR/2021/687 dated 14th December, 2021 and SEBI/HO/MIRSD/MIRSDPoD-1/P/CIR/2023/37 16th March, 2023 has prescribed common and simplified norms for processing investors service request by Registrar and Transfer Agents ("RTA") and norms for furnishing PAN, KYC details and Nomination. Shareholders are requested to go through the communication available on the weblink of the Company at https://sparcelectrex.com/miscellaneous/ relating to the same. The Company has also sent out intimations to shareholders in this regard.
• Nomination
As per the provisions of Section 72 of the Act, facility for making nomination(s) is available to Individuals holding shares in the Company. Shareholders holding shares in physical form may obtain a nomination form (Form SH-13), from the Companys RTA viz. Universal Capital Securities Private Limited or download the same from the Companys website through the weblink at https://sparcelectrex.com/wp-content/uploads/2022/07/Form-SH-13-Registration-of- nomiantion.pdf. Shareholders holding shares in demat mode should file their nomination with their Depository Participant ("DPs") for availing this facility.
• Permanent Account Number
It is mandatory for all holders of physical shares to furnish PAN, nomination, contact details, bank A/c details and specimen signature for their corresponding folio numbers. Shareholders holding shares in electronic form are, therefore, requested to submit the PAN with their DPs with whom they are maintaining their demat accounts. Shareholders holding shares in physical form are requested to submit their PAN details to the Company or its RTA.
• Intimate/ Update Contact Details
Shareholders are requested to intimate / update changes, if any, pertaining to their PAN, postal address, e-mail address, telephone / mobile numbers, with necessary documentary evidence, to the Company or its RTA, in Form ISR-1, if shares are held in physical mode or to their DP, if the holding is in electronic mode. The said form ISR-1 for change / update of details, form ISR-2 for bankers attestation of signature in case of major mismatch and form ISR-3 for declaration for opting out of nomination are available for download from the weblink at https://sparcelectrex.com/miscellaneous/
• Freezing of folios without PAN, KYC details and Nomination
Folios wherein any one of the documents / details viz. PAN, KYC details and nomination are not available on or after 1st October, 2023, shall be frozen by Universal Capital Securities Private Limited/ the Company in terms of the aforementioned SEBI Circulars. The frozen folios will be referred by the Company or its RTA to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and / or Prevention of Money Laundering Act, 2002, if they continue to remain frozen as on 31st December, 2025.
• Dividend Payment:
No dividend has been declared or paid by the Company during the year. Also no dividend was declared or paid in the last 10 years.
• Transfer of Unclaimed/ Unpaid Dividend / Share Certificate to Investor Education and Protection Fund (‘the IEPF):
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend which is transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred by the company along with interest accrued, if any to the Investor Education and Protection Fund (the IEPF), a fund established under sub-section (1) of section 125.
Mandatory Transfer of Shares to Demat Account of Investors Education and Protection Fund Authority (IEPFA) in case of unpaid/ unclaimed dividend on shares for a consecutive period of seven years.
In terms of the provisions of Section 124 of the Act, provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and other applicable provisions, all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.
The Company was not required to transfer any funds or shares to the Investor Education and Protection Fund for the year under review.
G. DEMATERIALIZATION OF SHARES
The Companys shares are compulsorily traded in dematerialized form and are available for trading on both the depositories, viz, National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Percentages of Shares held in physical and dematerialized form as on 31st March, 2023 are as follows:
| Mode | No. of Shares | % Shares |
| Physical Form | 9,70,300 | 19.25% |
| With NSDL | 27,03,169 | 53.63% |
| With CDSL | 12,15,531 | 24.12% |
| Total | 48,89,000 | 97.00% |
Note: 1,51,000 equity shares had been forfeited by the company in F.Y. 2000-01. Those shares have not been re-issued or cancelled by company till date. H. MARKET PRICE DATA:
The monthly high and low closing prices of the shares traded during the year 2022-23 on BSE is given below:
| Month | High Price | Low Price | Close Price | No. of Shares |
| Apr-22 | 13.19 | 13.19 | 13.19 | 15,130 |
| May-22 | 13.84 | 13.19 | 13.84 | 11,609 |
| Jun-22 | 20.42 | 13.84 | 20.42 | 4,235 |
| Jul-22 | 33.20 | 21.40 | 33.20 | 5,43,005 |
| Aug-22 | 47.55 | 34.60 | 42.05 | 2,31,713 |
| Sep-22 | 44.90 | 32.65 | 37.45 | 2,77,754 |
| Oct-22 | 41.40 | 22.25 | 23.05 | 2,15,903 |
| Nov-22 | 24.20 | 18.95 | 19.25 | 3,02,180 |
| Dec-22 | 23.00 | 17.55 | 20.25 | 2,90,599 |
| Jan-23 | 31.50 | 19.55 | 28.25 | 5,35,557 |
| Feb-23 | 31.85 | 19.05 | 20.15 | 3,86,071 |
| Mar-23 | 20.50 | 16.75 | 18.24 | 3,11,021 |
I. SHAREHOLDING PATTERN OF THE COMPANY AS ON 31st MARCH, 2023
| Category | No. of Shares held | % of Shareholding |
| A. Promoters Holding | ||
| 1. Promoters | ||
| - Indian Promoters | 13,25,742 | 27.12% |
| - Foreign Promoters | 0 | 0.00% |
| 2. Persons acting in concert | 0 | 0.00% |
| Sub - Total (A) | 13,25,742 | 27.12% |
| B. Non-Promoters Holding | ||
| 1. Institutional Investors | 0 | 0.00% |
| a) Mutual Funds and UTI | 40,400 | 0.83% |
| b) Banks, Financial Institutions, Insurance Cos. | 0 | 0.00% |
| c) Central/State Govt. Institutions / Non-Government Institutions) | 0 | 0.00% |
| C. FIIs | 0 | 0.00% |
| Sub - Total (B) | 40,400 | 0.83% |
| 2. Other Non - Institutional Investors | 0 | 0.00% |
| a) Private Corporate Bodies / LLPs | 84,443 | 1.73% |
| b) HUF | 1,04,583 | 2.14% |
| c) Indian Public | 30,85,096 | 63.09% |
| d) NRIs | 2,45,984 | 5.03% |
| e) Clearing Members | 2,752 | 0.06% |
| Sub-Total (C) | 35,22,858 | 72.05% |
| Grand Total (A+B+C) | 48,89,000 | 100.00% |
J. DISTRIBUTION OF SHAREHOLDING AS ON 31st MARCH, 2023
| No. of Shares held | No. of Shareholders | % to total Shareholders | Total Shares | % to total Shares |
| Up to 500 | 2829 | 73.39% | 490750 | 10.04% |
| 501 - 1000 | 639 | 16.58% | 575001 | 11.76% |
| 1001-2000 | 204 | 5.29% | 323268 | 6.61% |
| 2001-3000 | 53 | 1.37% | 139280 | 2.85% |
| 3001-4000 | 19 | 0.49% | 65923 | 1.35% |
| 4001-5000 | 25 | 0.65% | 118315 | 2.42% |
| 5001-10000 | 39 | 1.01% | 313231 | 6.41% |
| 10,000 and above | 47 | 1.22% | 2863232 | 58.56% |
| TOTAL | 3855 | 100% | 4889000 | 100% |
K. MEANS OF COMMUNICATION:
The quarterly, half-yearly and annual Financial Results of the Company are forwarded to BSE Limited immediately upon its approval by the Board of Directors and are simultaneously published in national and regional newspapers. In accordance with the Listing Agreement requirements, data pertaining to Shareholding Pattern, Quarterly Financial Results and other details are forwarded to the Stock Exchange. During the year under review, no presentation was made to the institutional investors or analysts.
Intimation to Stock Exchange - Your Company believes that all the stakeholders should have access to adequate information about the Company. All information, which could have a material bearing on the share prices, is released at the earliest to the BSE in accordance with the requirements of listing agreement.
Newspapers Publications - The Financial Results and other Communications of the Company were normally published in English and Marathi daily widely circulated in the state of Maharashtra.
Companys Website - The Financial Results was also displayed on the Companys website www.sparcelectrex.com. The Company also keeps on updating its website with other relevant information, as and when required. The company did not make any official news releases nor made any presentations to the institutional investors or analysts, during the period under review.
Annual Report- Annual Report containing, inter alia, the Standalone Financial Statements, Directors Report, Auditors Report and other important information is circulated to members of the Company prior to the AGM. The Report on Management Discussion and Analysis forms part of the Annual Report. The Annual Report of the Company is also available on the website of the Company in a user friendly and downloadable format.
L. DISCLOSURES:
• The Company has not accepted any fixed deposits during the year under review and accordingly, no amount on account of principal or interest on deposits from public and/or Members were outstanding as at March 31, 2023.
• There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.
• During the year under review, the Company has not issued any Debentures.
• No material changes have taken place that could have an impact on the financial position of the Company from the date of closure of financial year under review till the date of signing of Accounts.
• There is no change in the nature of business of the Company.
• Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the business activities carried out by the Company.
• There are no shares in the demat suspense account/ unclaimed suspense account at the beginning and at the end of the financial year.
• The Company has adopted the Code of Ethics and Business principles for the members of Board and senior management personnel.
• The Company has adopted a Code of Conduct for Prevention of Insider Trading ("the Code") in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and its subsequent amendment. The code expressly lays down the guidelines and the procedure to be followed and disclosures to be made, while dealing with shares of the Company and cautioning them on the consequences of non-compliance thereof. Further, it is affirmed that no personnel have been denied access to the Audit Committee. Employees can report to the Management concerned regarding unethical behaviour, act or suspected fraud or violation of the Companys Code of Conduct Policy.
• The Company has ensured that the person who is being appointed as an Independent Director has the requisite qualifications and experience which would be of use to the Company and which in the opinion of the Company would enable him to contribute effectively to the Company in his capacity as an Independent Director.
M. CAUTIONARY STATEMENT:
Certain statements in this report concerning our future growth prospects are forward-looking statements, which involve a number of risks, and uncertainties that could cause actual results to differ materially from those in such forward-looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, our ability to successfully implement our strategy and our growth and expansion plans, technological changes, our exposure to market risks, general economic and political conditions in India which have an impact on our business activities or investments, changes in the laws and regulations that apply to the industry in which the Company operates.
N. ACKNOWLEDGEMENT:
Your Board of Directors would like to express its gratitude and its appreciation for the continued valuable support and cooperation provided to your Company by its Members, and in particular the customers, regulatory authorities and its banks and financial institutions. Your Directors would also like to place on record its sincere appreciation for the efforts put in by the Management and the employees of the Company.
| For and on behalf of the Board of Sparc Electrex Ltd | |
| Sd/- | Sd/- |
| Shobith Ganesh Hegde | Suresh Vishwanathan |
| (Whole Time Director) | (Director) |
| DIN: 02211021 | DIN: 02310679 |
| Mumbai, August 12, 2023 | Mumbai, August 12, 2023 |
2024, IIFL Securities Ltd. All Rights Reserved
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ATTENTION INVESTORS
- Prevent Unauthorized Transactions in your demat / trading account Update your Mobile Number/ email Id with your stock broker / Depository Participant. Receive information of your transactions directly from Exchanges on your mobile / email at the end of day and alerts on your registered mobile for all debits and other important transactions in your demat account directly from NSDL/ CDSL on the same day." - Issued in the interest of investors.
- KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
- No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Risk Disclosure on Derivatives
- 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
- On an average, loss makers registered net trading loss close to Rs. 50,000.
- Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
- Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
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MARKET
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2024, IIFL Securities Ltd. All Rights Reserved
Follow us on
ATTENTION INVESTORS
- Prevent Unauthorized Transactions in your demat / trading account Update your Mobile Number/ email Id with your stock broker / Depository Participant. Receive information of your transactions directly from Exchanges on your mobile / email at the end of day and alerts on your registered mobile for all debits and other important transactions in your demat account directly from NSDL/ CDSL on the same day." - Issued in the interest of investors.
- KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
- No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Risk Disclosure on Derivatives
- 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
- On an average, loss makers registered net trading loss close to Rs. 50,000.
- Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
- Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
We are ISO 27001:2013 Certified.
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.