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Sparc Electrex Ltd. के निदेशक की रिपोर्ट
Mar 31, 2025
The Directors are pleased to present the 36th Annual Report of the Company along with the Audited Financial Statements for the
financial year ended March 31, 2025.
FINANCIAL PERFORMANCE:
Summary of the Company''s financial performance for F.Y. 2024-2025 as compared with previous financial year is given below:
|
Particulars |
F.Y. 2024-25 |
F.Y. 2023-24 |
|
Revenue from Operation |
366.10 |
738.97 |
|
Revenue from other Income |
- |
1.35 |
|
Total Revenue |
366.10 |
740.32 |
|
Profit / (Loss) before Dep. & Int. |
(140.99) |
57.25 |
|
Depreciation |
0.01 |
0.01 |
|
Interest |
11.04 |
15.18 |
|
Operating expenses other than Dep & Interest |
507.09 |
683.07 |
|
Profit / (Loss) after Depreciation & Interest and before Tax |
(152.04) |
42.06 |
|
Less: Exceptional Items |
- |
- |
|
Profit / (Loss) after Exceptional Items |
- |
- |
|
Less: Provision for Taxation |
- |
10.59 |
|
Less: Provision for Tax (deferred) |
- |
0.15 |
|
Less: Short / (Excess) provision for tax of earlier years |
- |
21.54 |
|
Profit / (Loss) after Tax |
(152.04) |
9.78 |
REVIEW OF OPERATIONS:
During the financial year the total revenue from the operation of the Company was ''366.10 lakhs as compared to ''738.97 lacs in
previous year, which was almost 50.56% down in comparison with previous year. The main reason for decline in revenue for the
year was due to mismatch in the Products mix introduced by the Company during the year and intense competition in market
the sales momentum could not be sustain. The total operating expenses for the year 518.14 lakhs in comparison to 698.25 lacs in
previous year. Due to lower revenue generation the company has incurred loss of (''152.04) lakhs as compared to profit of ''9.78
lakhs 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.
DIVIDEND:
Pursuant to the financial performance of the Company, which resulted in a net loss for the financial year 2024-25, the Board of
Directors has determined not to recommend a dividend. The Company shall retain the accumulated profits to maintain a sound
financial position.
The Company confirms that the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, are not applicable. This determination is based on the Company''s market capitalization as of March 31 of the
preceding financial year, which does not place it among the top 1,000 listed entities. Consequently, the Company is not obligated
to formulate a Dividend Distribution Policy.
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.
AMOUNT TRANSFERRED TO RESERVES:
The Board of Directors of the Company has not transferred any amount to the General Reserves for the F.Y. 2024- 25.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed of any previous years. Therefore there are no funds which are
required to be transferred to Investor Education and Protection Fund (IEPF).
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, 2025 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, 2025 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 systems
are adequate and operating effectively.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
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.
The Board of Directors provides strategic direction and supervision to an organization. The Company''s 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, 2025, the
Board comprises of 6 Directors out of which 3 are Executive Directors and 3 are Non-Executive Independent Directors, including
one Woman Director. Mr. Shobith Ganesh Hegde is the regular Executive Chairman of the Board. The composition of the Board of
Directors has been briefly shown in the below mentioned table:
|
Sr. No. |
Name |
Designation |
DIN |
Date of |
|
1 |
Mr. Shobith Ganesh Hegde |
Managing 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 Director |
09044848 |
22/04/2022 |
The following appointments / re-appointments / change in designations / resignations, etc has been taken place on Board in the
office of Directors and KMPs of the Company, upon recommendation of Nomination and Remuneration Committee during the
year under review.
Re-appointment/appointment of Directors:
In terms of Section 152 of the Companies Act, 2013 Mr. Suresh Vishwanathan (DIN: 02310679), Executive Director, holding
longest position amongst the other Directors, retires by rotation and is eligible for re-appointment. The Members'' approval is
being sought at the ensuing AGM for this re-appointment.
Additional information and brief profile as stipulated under Listing Regulations and Secretarial Standards-2 on General
Meetings with respect to Directors seeking re-appointment is annexed to the Notice of AGM.
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 Secretarial Standards-2 on General Meetings
and Regulation 36(3) of the Listing Regulations and Companies Act, 2013 is annexed to the Notice of the Annual General
Meeting.
Based on the recommendation of the Nomination (''NRC'') and Board of Directors, the Members at the 35th AGM held on
September 30, 2024 approved the appointment of Mr. Shobith Ganesh Hegde (DIN: 02211021) as the Chairman and Managing
Director of the Company for a period of five (5) years, with effect from August 14, 2024 up to August 13, 2029.
During the year under review, there is no change in the composition of Audit Committee, Nomination and remuneration
committee, Stakeholders Relationship Committee and Right Issue Committee of the Company.
Cessation of Director:
During the year under review there was no resignation / cessation of any Director(s) on Board.
Independent Directors:
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.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of
Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section
150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent
Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian
Institute of Corporate Affairs.
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.
Composition, Constitution and Change in Key Managerial Personnel during the year:
In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel (KMP''S) as on the year ended March
31, 2025:
|
Sr. No. |
Name |
Designation |
|
1 |
Mr. Shobith Ganesh Hegde |
Managing Director & Chief Financial Officer |
|
2 |
Mr. Ashish Mishra |
Company Secretary and Compliance Officer |
The Board has made an appointment of Mr. Ashish Mishra, as Company Secretary and compliance officer of the Company w.e.f.
May 29, 2024.
The details of composition of Board and KMP is available on the website of the Company at https://sparcelectrex.com/board-of-
directors/
Independent Directors'' Meeting:
A separate meeting of the Independent Directors was held on March 22, 2025 without the presence of Executive Directors or
Non-Independent Directors and members of the management.
Familiarization Programme for Independent Directors:
The Company has taken up the initiative to familiarize the Independent Directors with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.
In pursuit of this, the Company provides the Independent Directors an insight into the Company and updates them on
developments in the corporate and industry scenario including those pertaining to statutes/legislation and on matters affecting
the Company, to enable them to take well informed decision and discharge their duties and responsibilities in an efficient
manner and to contribute significantly towards the growth of the Company.
The details of the familiarization programme, programs imparted to the Independent Directors are also available on the website
of the Company at https://sparcelectrex.com/familiarisation-programme-for-independent-directors/ pursuant to the provisions
of Regulation 25(7) and 46 of the Listing Regulations.
Governance Guidelines:
The Company has adopted Governance Guidelines on Board Effectiveness. The said Guidelines covers aspects related to
composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director''s term,
retirement age and Committees of the Board. It also includes aspects relating to nomination, appointment, induction and
development of Directors, Director remuneration, subsidiary oversight, Code of Conduct, Board effectiveness review and
mandates of Board Committees.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS. ETC:
As required under the Act and Listing Regulations, the Board has carried out formal annual evaluation of the performance of the
Board, its Committees and of individual Directors. The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board
processes, information and functioning, etc.
The performance of the Committees was evaluated by the board after seeking inputs from the Committee members on the basis
of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of
India on 5th January 2017.
In a separate meeting of Independent Directors held on 22.03.2025, performance of non-Independent Directors, the Board as a
whole and the Chairman of the Company was evaluated, considering the views of Managing Director and non-Executive
Directors.
The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the
individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.
In the Board meeting that followed the meeting of the Independent Directors and meeting of Nomination and Remuneration
Committee, the performance of the Board, its Committees, and individual Directors was also discussed.
Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being
evaluated.
Based on inputs received from the Board members, it emerged that the Board had a good mix of competency, experience,
qualifications and diversity. Each Board member contributed in his/her own manner to the collective wisdom of the Board,
keeping in mind his/her own background and experience. There was active participation, and adequate time was given for
discussing strategy. Overall, the Board was functioning very well in a cohesive and interactive manner.
Board Meetings held during the Financial Year 2024-25:
During the year ended 31st March 2025, total 4 (four) 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. No. |
Date of the Board |
Board Strength |
No. of Directors Present |
No. of Independent |
% of Attendance |
|
1 |
29.05.2024 |
6 |
6 |
3 |
100% |
|
2 |
14.08.2024 |
6 |
6 |
3 |
100% |
|
3 |
14.11.2024 |
6 |
6 |
3 |
100% |
|
4 |
14.02.2025 |
6 |
6 |
3 |
100% |
Committees of the Board:
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
The following substantive Committees constituted by the Board function according to their respective roles and defined scope:
⢠Audit Committee (AC)
⢠Nominations, HR and Remuneration Committee (NRC)
⢠Stakeholders Relationship Committee (SRC)
⢠Right Issue Committee (RIC)
Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on
Corporate Governance which forms part of the Annual Report. Further, during the year under review, all recommendations
made by the Audit Committee have been accepted by the Board.
The Company has adopted a Code of Conduct for its Non-Executive Directors including a code of conduct for Independent
Directors which suitably incorporates the duties of Independent Directors as laid down in the Act. The above codes can be
accessed on the Company''s website at https://sparcelectrex.com/wp-content/uploads/2022/09/Code-of-Conduct-Senior-
Management-.pdf.
In terms of the Listing Regulations, all Directors and Senior Management Personnel have affirmed compliance with their
respective codes. The Managing Director has also confirmed and certified the same. The certificate in this regards is provided at
the end of the Report on Corporate Governance.
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing
Regulations, the NRC is responsible for formulating the criteria for determining qualification, positive attributes and
independence of a Director. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of
the Directors, Key Managerial Personnel and other employees. In line with this requirement the Remuneration Policy for
Directors, Key Managerial Personnel and other employees of the Company is available on the websites of the Company at
https://sparcelectrex.com/wp-content/uploads/2022/09/Policy-on-Nomination-and-Remuneration-of-Directors-KMPs-Senior-
Management.pdf.
Particulars of Employees and 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.
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
The was no specific event occurred which was considered as a material change and commitment affecting the financial position
of the Company during Financial Year 2024-25 and till the date of this report. However followings are the some major incidence
of the year which the management present below.
During the year under review the Company has received full and final call money on 15,48,958 equity shares consequent to
serving of final or third Reminder-cum-Forfeiture Notices, dated 26.03.2024 to the holders of the partly paid-up shares. Upon
receipt of full and final call money on 15,48,958 equity shares, these shares were made fully paid up by the Right Issue
Committee on 20.04.2024 and necessary corporate actions has been executed for crediting fully paid up shares to respective
beneficiaries and all necessary approvals viz listing and trading were received by the Company from the exchange for these
shares.
Moreover, during the year the Company had launched 9 new products consequent to execution of Exclusive Trademark License
Agreement with Hyundai Corporation Holdings Co., Ltd, Korea dated 01st July, 2023. The details about the new products
launched by the Company have been intimated to the exchange and can be accessed from the given links viz:
https://www.hseindia.com/xml-data/corpfiling/AttachHis/f9ae7f71-a599-46dc-h53f-59349hfac9f1 .pdf,
https://www.hseindia.com/xml-data/corpfiling/AttachHis/h025f25h-d106-493a-9h7e-f1 c8459e8cf6.pdf and
https://www.bseindia.com/xml-data/corpfiling/AttachHis/888204b8-b265-43a4-b8cb-cd7cee5d7032.pdf.
Further this Exclusive Trademark License Agreement with Hyundai Corporation Holdings Co., Ltd, Korea has been terminated by
the Company by the Company. The details of the same has been intimated by the Company to the exchange which can be
assessed from the given link: https://www.bseindia.com/xml-data/corpfiling/AttachHis/5d45f962-bd3b-4c1e-95a2-
920dc0151c1d.pdf
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Your Company follows the practice of undertaking related party transactions only in the ordinary and normal course of business
and at arm''s 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. The Policy can be accessed on the Company''s 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 arm''s 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 arm''s 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 - II to the Board''s 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.
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 âAnnexure - IV & Vâ which forms part of the Board''s report.
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, 2025 is displayed on
the website of the Company at https://sparcelectrex.com/annual-returns/
CORPORATE GOVERNANCE REPORT:
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. The Corporate Governance Report is presented in a separate section forming part of this
Annual Report.
A Report on Corporate Governance along with a Certificate from Auditors M/s. Motilal & Associates LLP (ICAI FRN:
106584W/W100751), regarding compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3),
Schedule V of SEBI (LODR) Regulations, 2015 with Stock Exchange read with the relevant provisions of SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015 forms part of this Report.
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 Company''s 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, 2025.
AUDIT AND AUDITORS:
Statutory Auditor:
Members of the Company at the 31st Annual General Meeting of the Company held on 27th September, 2020 approved the
appointment of M/s. Motilal & Associates LLP, Chartered Accountants, Mumbai (ICAI Firm Registration No.: 106584W/100751)
as the Statutory Auditors of the Company for the first term and period of 5 years commencing from the conclusion of the 31st
Annual General Meeting until the conclusion of 36th Annual General Meeting of the Company to be held in the year 2025.
Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Act (including any statutory
modification or re-enactment thereof for the time being in force) and the Companies (Audit and Auditors) Rules, 2014, as
amended from time to time, M/s. Motilal & Associates LLP are proposed to be re-appointed as Statutory Auditors of the
Company for a second term of five years to hold office from the conclusion of the 36th AGM till the conclusion of the 41st AGM to
be held in the calendar year 2030, subject to approval of Members in the ensuing AGM. The necessary resolution for re¬
appointment of M/s. Motilal & Associates LLP as Statutory Auditors form part of the Notice convening the ensuing AGM at item
No. 3 of the Notice.
Auditors'' Report:
The Standalone Financial Statements of the Company for the financial year ended March 31, 2025 have been prepared in
accordance with applicable Indian Accounting Standards (Ind AS) notified under Section 133 of the Act. The Statutory Auditor''s
Report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Notes to the Accounts referred to
in the Auditors'' report are self-explanatory and therefore do not call for any further clarification under section 134 (3) (f) of the
Act.
During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit committee,
under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or
employees, the details of which would need to be mentioned in the Board''s Report.
Secretarial Auditor:
In terms of Section 204 of the Act and Rules made thereunder, M/s. Madhuri J. Bohra & Associates (COP NO: 20329), Practicing
Company Secretaries (Peer Review No. 4209/2023), were appointed as Secretarial Auditor of the Company to carry out the
Secretarial Audit for FY 2024-25. The report of the Secretarial Auditor for FY 2024-25 is enclosed as Annexure- I forming part of
this Report.
In terms of the provisions of the Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 issued by Securities and
Exchange Board of India (SEBI), M/s Madhuri J. Bohra & Associates (COP NO: 20329), Practicing Company Secretaries have also
issued the Annual Secretarial Compliance Report (under Regulation 24A of the Listing Regulation) for the financial year ended
31st March, 2025. Secretarial Auditor in their reports issued for the year has reported few items as qualification, reservation or
adverse remarks.
Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Act (including any statutory modification
or re-enactment thereof for the time being in force) and the rules made thereunder, as amended from time to time and pursuant
to the Regulation 24A of the Listing Regulations, as amended, M/s. Madhuri J. Bohra & Associates are proposed to be appointed
as Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from the financial year 2025¬
26, subject to the approval of Members in the ensuing AGM. The necessary resolution for appointment of M/s. Madhuri J. Bohra
& Associates, as Secretarial Auditor form part of the Notice convening the ensuing AGM at item No. 4 of the Notice.
Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Secretarial
Auditor in their Report:
M/s Madhuri J. Bohra & Associates (COP NO: 20329), Practicing Company Secretaries, in their Secretarial Audit Report for
financial year 2024-25 have drawn the attention of the Board about the few reservation, non-compliances or observations,
which have been marked as qualification in her report. In connection with the same management herewith give the explanation
cum justification item wise as below.
As pointed out by the Auditors in first point of the Secretarial Audit Report, in response to that the management submitted that
the Company will pay said listing fee in due course of time with necessary interest.
As pointed out by the Auditors in second point of the Secretarial Audit Report, in response to that the management submitted
that the Company will comply with the requirement of said regulations for all its future publications to be made in newspaper.
As pointed out by the Auditors in third point of the Secretarial Audit Report, in response to that the management submitted that
the management submitted that the mentioned non-filing was purely unintentional and was due to unawareness of fact of XBRL
reporting in such cases. However Company has made all necessary reporting in pdf filing mode including Listing and Trading
approvals and such approval has been granted by the exchange. The Company will ensure all such XBRL reporting for future
reporting.
The Company always believe in following best Corporate Governance and Compliance Practice at organisation will strive best to
not to follow any such delays in future compliances.
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 for the Financial Year 2024-25.
M/s. Manisha Chandak & Associates resigned from the position of Internal Auditors of the Company with effect from March 30,
2025. The Board of Directors places on record its appreciation for the professional services rendered by them during their
tenure.
Further, the Board of Directors, at its meeting held on August 14, 2025, has appointed M/s. Rajesh H. Gupta & Co., Chartered
Accountants (FRN 133884W), as the Internal Auditors of the Company for the Financial Year 2025-26 in terms of Section 138 of
the Companies Act, 2013 and rules made thereto, as amended.
Internal Audit and Adequacy of Internal Controls:
The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The scope of
the Internal Audit is decided by the Audit Committee and the Board. To maintain its objectivity and independence, the Board has
appointed an Internal Auditor, which reports to the Audit Committee of the Board on a periodic basis.
The Internal Auditor monitors and evaluates the efficacy and adequacy of Internal control Systems in the Company, its
compliance with operating systems, accounting procedures and policies for various functions of the Company. Based on the
report of Internal Auditor, management undertakes corrective action wherever required and thereby strengthens the control
further.
The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, safeguarding of
assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation
of reliable financial information.
Cost Audit:
The provisions of Section 148 under the Companies Act, 2013 are not applicable to the Company.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
During the financial year ended 31st March, 2025, the Company did not grant any loan or provide any guarantee or made any
investment as per the provisions of Section 186 of the Companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:
During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and Company''s operations in future.
SUBSIDIARY, IOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Join Venture or Associate Companies as on March 31, 2025.
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 Company''s website
https://sparcelectrex.com/wp-content/uploads/2022/09/Material-Subsidary-Related-Partv-Transaction-Policy.pdf
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE
COMPANIES DURING THE YEAR:
There was no such Company which have become or ceased to be Subsidiaries, Joint Ventures or Associate Company during the
financial year 2024-2025.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors, Internal Auditors and the Secretarial Auditors have not reported any
instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this Report.
CHANGE IN NATURE OF BUSINESS. IF ANY:
There was no change in the nature of business of the Company during the financial year ended 2024-25.
CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY:
The provisions for Corporate Social Responsibility ("CSRâ) under Section 135(1) of the Companies Act, 2013, a re not applicable
to the Company for the current financial year.
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 ("LOCâ), then the RTA shall move such securities to a physical folio named
as "Suspense Escrow Accountâ 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 Accountâ 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, 2025:
|
Particulars |
No. of Shareholders |
No. of Equity |
|
Aggregate Number of Shareholders and the outstanding shares in the Suspense Account |
Nil |
Nil |
|
Less: Number of Shareholders who approached the Company for transfer of shares from |
Nil |
Nil |
|
Aggregate number of Shareholders and the outstanding shares in the suspense account |
Nil |
Nil |
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.
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.
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:
The Auditors have issued their report for the financial year 2024-25 with Unmodified Opinion.
⢠Certificate on Non-Disqualification of Directors:
A certificate from M/s. Madhuri J. Bohra & Associates., 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:
A Report on Corporate Governance along with a Certificate from Auditors M/s. Motilal & Associates LLP (ICAI FRN:
106584W/W100751), regarding compliance with the conditions of Corporate Governance as stipulated under Regulation
34(3), Schedule V of SEBI (LODR) Regulations, 2015 with Stock Exchange read with the relevant provisions of SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report.
POSTAL BALLOT AND EXTRA ORDINARY GENERAL MEETING:
No Extra Ordinary General Meeting was held during the year. No Postal Ballot was conducted by during the year.
SHARE CAPITAL / CAPITAL STRUCTURE:
The Authorised share capital of the Company is Comprises of 2,00,00,000 equity shares of Rs.10/- each amount to ''2000 lakhs.
The paid up capital of the Capital of the Company is ''1240.64 lakhs comprising of 1,00,23,225 fully paid up equity shares of
Rs.10/- each and 95,32,775 partly paid up equity shares of Rs.2.50/- each (having Face Value of Rs.10/- 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 and outstanding party paid up shares on which call money has not been received are pending for
forfeiture.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
As the Company is not among top 1000 Companies by Market Capitalisation 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.
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.
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.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the
attention of the Management, the concerns about behaviour of employees that raise concerns including fraud by using the
mechanism provided in the Whistle Blower Policy. The Whistle Blower Policy is hosted on company''s website
https://sparcelectrex.com/wp-content/uploads/2023/02/Whistle-Blower-Policy.pdf.
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 2024-25.
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 Company''s website at
https://sparcelectrex.com/wp-content/uploads/2022/09/Code-of-Conduct-Senior-Management-.pdf.
A declaration by the Managing Director confirming that all the Directors and senior management personnel of the Company have
affirmed compliance with Company''s Code of Conduct for the financial year ended March 31, 2025 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 Company''s 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 Company''s 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
company''s website at https://sparcelectrex.com/wp-content/uploads/2022/11/Archival-Policy-Sparc.pdf.
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 2025¬
26 has not been paid to the Stock Exchange. The Company will pay said listing fee in due course of time with necessary interest.
There was no suspension on shares of the Company during the year.
DETAILS OF UTILISATION OF FUNDS:
Following is the details of utilization of Fund as required under Regulation 32(7A) of the Listing Regulations, 2015 -
|
Particulars |
Details |
|
Name of Listed Entity |
Sparc Electrex Limited |
|
Mode of Raising Fund |
Right Issue |
|
Date of Raising Funds |
24-04-2023 |
|
Amount to be raised Raised* |
27.87 Crores |
|
Amount Raised |
14.28 Crores |
|
Monitoring Agency |
Not Applicable |
|
Monitoring Agency Name, if applicable |
Not Applicable |
|
Is there a Deviation / Variation in use of funds raised |
No |
|
If yes, whether the same is pursuant to change in terms of a contract or objects, |
Not Applicable |
|
If Yes, Date of Unit holders Approval |
Not Applicable |
|
Explanation for the Deviation / Variation |
Not Applicable |
|
Comments of the Audit Committee after review |
None |
|
Comments of the auditors, if any |
None |
Below are objects for which funds have been raised in the Right Issue and details of deviation, if any, in the following
table:
|
Original Object |
Modified |
Original Allocation |
Modified |
Funds Utilised |
Amount of |
Remarks, |
|
To adjust unsecured loan given by |
Nil |
216.05 |
Nil |
216.05 |
Nil |
Nil |
|
To meet Working Capital |
Nil |
2250.00 |
Nil |
1212.26 |
Nil |
Nil |
|
To meet issue related expenses |
Nil |
72.73 |
Nil |
Nil |
||
|
General Corporate Purposes |
Nil |
248.00 |
Nil |
Nil |
||
|
Total |
Nil |
2786.78 |
Nil |
1428.31 |
Nil |
Nil |
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by
the Institute of Company Secretaries of India.
CEO AND CFO CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of
Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report.
GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions
on these matters during the year under review:
- Issue of equity shares with differential rights as to dividend, voting or otherwise.
- Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except
- Employees'' Stock Options Schemes referred to in this Report.
- The Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
- During the year under review, there was no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 by or against the Company.
- There was no instance of one time settlement with any Bank or Financial Institution.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to their bankers for their continued support to the company.
ACKNOWLEDGMENTS:
Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support
extended to the company at all times.
The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of
professionalism and enthusiastic effort displayed by them during the year.
REGISTERED OFFICE For and on behalf of the Board of Sparc Electrex Ltd
Sparc Electrex Limited
CIN: L31100MH1989PLC053467 Sd/- Sd/-
1202, Esperanza Building, 198, Linking Road, Shobith Ganesh Hegde Suresh Vishwanathan
N ext to Bank of Baroda, Bandra West, Mumbai- 400050 (Managing Director) (Director)
S: 9819001811| H: [email protected] DIN: 02211021 DIN: 02310679
Website: www.sparcelectrex.com Mumbai, August 14, 2025 Mumbai, August 14, 2025
Mar 31, 2024
The Directors are pleased to present the 35th Annual Report of the Company along with the Audited Financial Statements for the
financial year ended March 31, 2024.
FINANCIAL PERFORMANCE:
Summary of the Company''s financial performance for F.Y. 2023-2024 as compared with previous financial year is given below:
f Amounts in I.akhO
|
Particulars |
F.Y. 2023-24 |
F.Y. 2022-23 |
|
Revenue from Operation |
738.97 |
484.80 |
|
Revenue from other Income |
1.35 |
41.03 |
|
Total Revenue |
740.32 |
525.83 |
|
Profit before Dep. & Int. |
57.25 |
77.95 |
|
Depreciation |
0.01 |
- |
|
Interest |
15.18 |
- |
|
Profit / (Loss) after Depreciation & Interest and before Tax |
42.06 |
77.95 |
|
Less: Exceptional Items |
- |
- |
|
Profit / (Loss) after Exceptional Items |
- |
- |
|
Less: Provision for Taxation |
10.59 |
8.17 |
|
Less: Provision for Tax (deferred) |
0.15 |
0.13 |
|
Less: Short / (Excess) provision for tax of earlier years |
21.54 |
- |
|
Profit / (Loss) after Tax |
9.78 |
69.65 |
REVIEW OF OPERATIONS:
During the financial year the total revenue from the operation of the Company was ''738.97 lacs as compared to ''484.80 lacs in
previous year, which was almost 52.43% higher in comparison with previous year 2023-24. Despite of higher revenue for the
year the profitability of the Company i.e. Net profit for the year was ''9.78 lacs in comparison of ''69.65 lacs in previous year. The
main reason for lower profit for the year is higher purchases and increased in operational costs of the Company.
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/
|
⢠Sparc Electrex Limited will be able to launch a variety of: |
|
- Power Tools like Drills, Impact Drills, Rotary and Demolition Hammers, Cutters, Angle Grinders, Circular Saws, Planer, - High Pressure Washers, Industrial Vacuum Cleaners. - Abrasives, Cutting and Grinding Wheels, Saw Blades, Drill Bits etc - Abrasives, Cutting and Grinding Wheels, Saw Blades, Drill Bits etc. which will be procured on OEM basis and sold in |
|
⢠As per the Agreement, the Company is permitted to sell above referred products manufactured in India or out sourced |
|
⢠Indian Power Tools market is dominated by international brands and this Agreement will help the Company to face ⢠This Agreement is expected to help the company in achieving higher sales and better margin in the future. |
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 2023-24 and has decided to retain the profits.
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.
AMOUNT TRANSFERRED TO RESERVES:
The Board of Directors of the Company has not transferred any amount to the General Reserves for the F.Y. 2023- 24.
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.
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, 2024 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, 2024 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 systems
are adequate and operating effectively.
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 ended 2023-24.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
During the financial year ended 31st March, 2024, 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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S 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 Company''s 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, 2024.
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 Company''s 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 was no such Company which have become or ceased to be Subsidiaries, Joint Ventures or Associate Company during the
financial year 2023-2024.
CHANGE IN NAME OF THE COMPANY:
During the period under review, there was no change in the name of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Your Company follows the practice of undertaking related party transactions only in the ordinary and normal course of business
and at arm''s 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 Company''s 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 arm''s length and in the ordinary course of business. Prior omnibus approval is obtained for related par ty
transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s 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 - II to the Board''s 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.
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.
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 Board''s report.
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, 2024 is displayed on
the website of the Company at https://sparcelectrex.com/annual-returns/
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 this AGM.
Explanation or Comments on Qualifications. Reservations or Adverse Remarks or Disclaimers made hy 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, 2024. 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, 2024 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 Company''s secretarial and related records for the year ended March 31, 2024. 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 hy the Secretarial
Auditor in their Report:
M/s. Pankaj Trivedi & Co., Practicing, Company Secretary, in his independent Audit Report for Financial year 2023-24. The
report do carries few qualifications, observation and remarks drawing attention of the management on which we offer our
comments / justification as below.
As pointed out by the Auditors in first point of the Secretarial Audit Report, in response to that the management submitted that
the mentioned delay was purely unintentional and were due to oversight. The Company has made all other intimation calling
Board meeting in pdf and XBRL on same day and in timely manner during the year. Further the Company will ensure no such
delay for any future submissions.
As pointed out by the Auditors in second point of the Secretarial Audit Report, in response to that the management submitted
that the mandate of this XBRL filing is applicable w.e.f. 01.04.2023, so any meeting called on or after 01.04.2023, in that case the
Company has to follow such circular. In our case we had completed all formalities including dispatch of EGM notice on
31.03.2023.
As pointed out by the Auditors in third point of the Secretarial Audit Report, in response to that the management submitted that
the mentioned delay was purely unintentional and was due to unawareness of fact of XBRL reporting in such cases. However
Company has made all necessary reporting in pdf filing mode including Listing and Trading approval and such approval has been
granted by the exchange. The Company will ensure all such XBR reporting for future references and reporting.
As pointed out by the Auditors in fourth and fifth point of the Secretarial Audit Report, in response to that the management
submitted that the mentioned delay was unintentional and undesirable, this was mainly due to various challenges poised and
caused by the launch of V3 portal. The Company has made all its efforts to complete filings in timely manner but due to various
technical errors these forms could not get filed in timeline given. The Company will ensure it almost care in all future filings in
timely manner.
As pointed out by the Auditors in sixth point of the Secretarial Audit Report, in response to that the management submitted that
the mentioned delay was not from the Companys'' side, the Scrutinizer could not able to issue his report in timely manner due to
non-working of UDIN generation functionality on ICSI portal. The Company has submitted the Scrutinizer Report and voting
result for Extra-Ordinary General Meeting held on 17.06.2023 on the same day on which it was received by the Company from
the Scrutinizer.
As pointed out by the Auditors in sixth point of the Secretarial Audit Report, in response to that the management submitted that
the mentioned conversion was a part of the Right issue Offer Letter dated February 14, 2023, which was duly approved by the
SEBI and Exchange, the Company however for better practice anyways taken the approval of members before conversion of such
loan into equity.
The Company always believe in following best Corporate Governance and Compliance Practice at organisation will strive best to
not to follow any such delays in future compliances.
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.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors, Internal Auditors and the Secretarial Auditors have not reported any
instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
4. Right Issue Committee
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in
the Corporate Governance Report.
CORPORATE GOVERNANCE REPORT:
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. The Corporate Governance Report is presented in a separate section forming part of this
Annual Report.
A Report on Corporate Governance along with a Certificate from Auditors M/s. Motilal & Associates LLP (ICAI FRN:
106584W/W100751), regarding compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3),
Schedule V of SEBI (LODR) Regulations, 2015 with Stock Exchange read with the relevant provisions of SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015 forms part of this Report.
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 Company''s 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, 2024.
INTERNAL CONTROL SYSTEMS AND ADEQUACY:
The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The scope of
the Internal Audit is decided by the Audit Committee and the Board. To maintain its objectivity and independence, the Board has
appointed an Internal Auditor, which reports to the Audit Committee of the Board on a periodic basis.
The Internal Auditor monitors and evaluates the efficacy and adequacy of Internal control Systems in the Company, its
compliance with operating systems, accounting procedures and policies for various functions of the Company. Based on the
report of Internal Auditor, management undertakes corrective action wherever required and thereby strengthens the control
further.
The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, safeguarding of
assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation
of reliable financial information.
CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY:
The provisions for Corporate Social Responsibility ("CSR") under Section 135(1) of the Companies Act, 2013, are not applicabl e
to the Company for the current financial year.
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 Accountâ 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, 2024:
|
Particulars |
No. of Shareholders |
No. of Equity |
|
|
Aggregate Number of Shareholders and the outstanding shares in the Suspense Account |
Nil |
Nil |
|
|
Less: Number of Shareholders who approached the Company for transfer of shares from |
Nil |
Nil |
|
|
Aggregate number of Shareholders and the outstanding shares in the suspense account |
Nil |
Nil |
|
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.
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.
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 2023-24 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:
A Report on Corporate Governance along with a Certificate from Auditors M/s. Motilal & Associates LLP (ICAI FRN:
106584W/W100751), regarding compliance with the conditions of Corporate Governance as stipulated under Regulation
34(3), Schedule V of SEBI (LODR) Regulations, 2015 with Stock Exchange read with the relevant provisions of SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report.
SHARE CAPITAL / CAPITAL STRUCTURE:
The Authorised share capital of the Company is Comprises of 2,00,00,000 equity shares of Rs.10/- each amount to ''2000 lakhs.
The paid up capital of the Capital of the Company is ''1963.55 lakhs comprising of 84,74,267 fully paid up equity shares of Rs .10/-
each and 1,10,81,733 partly paid up equity shares of Rs.2.50/- each (having Face Value of Rs.10/- 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.
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.
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.
DETAILS OF NON-COMPLIANCE BY THE COMPANY. PENALTIES AND STRICTURES IMPOSED ON THE COMPANY BY STOCK
EXCHANGES OR SERI. 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.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors provides strategic direction and supervision to an organization. The Company''s Board consists of learn ed
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, 2024, 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. No. |
Name |
Designation |
DIN |
Date of |
|
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 Director |
09044848 |
22/04/2022 |
During the year under review, there is no change in the composition of the Board of Directors.
During the year under review, there is no change in the composition of Audit Committee, Nomination and remuneration
committee, Stakeholders Relationship Committee and Right Issue Committee of the company.
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.
Di rector''s retiring hv rotati on:
In terms of Section 152 of the Act, Mr. Ravikumar Byrapatna Channappa (DIN: 06595061), 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. Constitution and Change in Key Managerial Personnel during the year:
In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel (KMP''S) as on the year ended March
31, 2024:
|
Sr. No. |
Name |
Designation |
|
1 |
Mr. Shobith Ganesh Hegde |
Whole Time Director & Chief Financial Officer |
|
2 |
Mr. Abhishek Lohia * |
Company Secretary and Compliance Officer |
*Ms. Tejashree Kulkarni has stepped down from the post of Company Secretary and Compliance Officer of the company w.e.f.
26/08/2023 and in her place the Board upon recommendation of Nomination and Remuneration Committee appointed Mr.
Abhishek Lohia as a Company secretary and Compliance Officer of the company w.e.f. 09/11/2023 and he had stepped down
from the post of Company Secretary and Compliance Officer w.e.f. 01/03/2024.
Mr. Ashish Mishra is the current the Company Secretary and Compliance Officer of the Company appointed by the Board w.e.f.
29/05/2024.
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 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.
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.
Independent Directors'' Meeting:
A separate meeting of the Independent Directors was held on March 23, 2024 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 Company''s website at https://sparcelectrex.com/familiarisation-programme-for-independent-directors/
Board Meetings held during the Financial Year 2023-24:
During the year ended 31st March 2024, total 8 (eight) 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. No. |
Date of the Board |
Board Strength |
No. of Directors Present |
No. of Independent |
% of Attendance |
|
1 |
24.04.2023 |
6 |
6 |
3 |
100% |
|
2 |
25.05.2023 |
6 |
6 |
3 |
100% |
|
3 |
20.06.2023 |
6 |
6 |
3 |
100% |
|
4 |
03.08.2023 |
6 |
6 |
3 |
100% |
|
5 |
12.08.2023 |
6 |
6 |
3 |
100% |
|
6 |
09.11.2023 |
6 |
6 |
3 |
100% |
|
7 |
09.02.2024 |
6 |
6 |
3 |
100% |
|
8 |
26.03.2024 |
6 |
6 |
3 |
100% |
POSTAL BALLOT AND EXTRA ORDINARY GENERAL MEETING:
The details of the resolutions passed through Postal Ballot and Extra Ordinary General Meetings are mentioned in Corporate
Governance Report forming part of this annual report.
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2023-24,
till the date of this report. Further there was no change in the nature of business of the Company. However followings are the few
incidence of the year which the management present below.
During the year under review the Company has made allotment of 1,46,67,000 partly paid up equity shares of Rs.10/- each on
rights basis on 24.04.2023 in ratio of 3:1 (i.e. Three new partly paid up shares against One existing fully paid up shares) at issue
price of Rs.19/- per share in ratio of 3 Right equity shares for every 1 Equity shares (Including Rs.9/- as premium) payable at the
time of application Rs.4.75/- each (comprising Rs.2.50/- against face value and Rs.2.25/- against premium), including conversion
of outstanding unsecured loan of Rs.2.16 crores from M/s. Electrex International Private Limited into partly paid up equity
shares against adjustment towards subscription/application money of 45,48,526 partly paid-up shares in terms of the Letter of
Offer dated February 14, 2023 submitted and approved by the BSE.
Consequent to receipt of the subscription/application money in terms of the Letter of Offer dated February 14, 2023, then Board
of Directors of the Company vide First and Final Call Money notice dated 20.06.2023 announced to receive and recover the
outstanding call money of Rs.14.25/- per share (Incl. Rs.6.75/- as premium) on 1,46,67,000 partly paid up shares and
subsequently the Company have also issued total 3 Reminder-cum-Forfeiture Notices, dated 31.08.2023, 09.02.2024 and
26.03.2024 respectively requesting outstanding call money called through original call money notices dated 20.06.2023. The
Company has received full and final call money on total 51,34,225 equity shares, which was made fully paid up by the Company
and was credited to respective beneficiaries and all necessary approvals viz listing and trading were received by the Company
from the exchange for these shares. The balance 95,32,775 partly paid up shares on which the call money is not received is
subject to forfeiture or may be reissued by the management.
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 2023-24.
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 Company''s 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 Company''s Code of Conduct for the financial year ended March 31, 2024 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 Company''s 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 Company''s 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
company''s website at https://sparcelectrex.com/wp-content/uploads/2022/11/Archival-Policy-Sparc.pdf
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 2024¬
25 has been paid to the Stock Exchange. There was no suspension on shares of the Company during the year.
DETAILS OF UTILISATION OF FUNDS:
Following is the details of utilization of Fund as required under Regulation 32(7A) of the Listing Regulations, 2015 -
|
Particulars |
Details |
|
Name of Listed Entity |
Sparc Electrex Limited |
|
Mode of Raising Fund |
Right Issue |
|
Date of Raising Funds |
24-04-2023 |
|
Amount to be raised Raised* |
27.87 Crores |
|
Amount Raised* |
11.97 Crores |
|
Monitoring Agency |
Not Applicable |
|
Monitoring Agency Name, if applicable |
Not Applicable |
|
Is there a Deviation / Variation in use of funds raised |
No |
|
If yes, whether the same is pursuant to change in terms of a contract or |
Not Applicable |
|
objects, which was approved by the Unit holders |
|
|
If Yes, Date of Unit holders Approval |
Not Applicable |
|
Explanation for the Deviation / Variation |
Not Applicable |
|
Comments of the Audit Committee after review |
None |
|
Comments of the auditors, if any |
None |
Below are objects for which funds have been raised in the Right Issue and details of deviation, if any, in the following
table: (Rs. In Lakhs)
|
Original Object |
Modified |
Original Allocation |
Modified |
Funds Utilised |
Amount of |
Remarks, |
|
To adjust unsecured loan given by |
Nil |
216.05 |
216.05 |
Nil |
Nil |
|
|
To meet Working Capital |
Nil |
2250.00 |
Nil |
119.75 |
Nil |
Nil |
|
To meet issue related expenses |
Nil |
72.73 |
Nil |
Nil |
||
|
General Corporate Purposes |
Nil |
248.00 |
Nil |
Nil |
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by
the Institute of Company Secretaries of India.
CEO AND CFO CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of
Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to their bankers for their continued support to the company.
ACKNOWLEDGMENTS:
Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support
extended to the company at all times.
The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of
professionalism and enthusiastic effort displayed by them during the year.
REGISTERED OFFICE For and on behalf of the Board of Sparc Electrex Ltd
Sparc Electrex Limited
CIN: L31100MH1989PLC053467 Sd/- Sd/-
1202, Esperanza Building, 198, Linking Road, Shobith Ganesh Hegde Suresh Vishwanathan
Next to Bank of Baroda, Bandra West, Mumbai- 400050 (Managing Director) (Director)
S: 9819001811| H: [email protected] DIN: 02211021 DIN: 02310679
Website: www.sparcelectrex.com Mumbai, August 14, 2024 Mumbai, August 14, 2024
Mar 31, 2014
Dear Members,
The Directors present the Annual Report together with the Audited
Statement of Accounts of the Company for the year ended March 31, 2014.
Financial Highlights
Rs. In lacs
2013- 2014 2012-2013
Revenue from operations & other income 18.43 40.72
Less Total Expenses Except Depreciation (36.67) (76.68)
Profit before Depreciation (18.23) (35.96)
Less Depreciation (5.83) (5.83)
Profit / (Loss) Before Exceptional,
Extraordinary & Prior Period Item (24.06) (41.79)
Prior-Period Expenses 1.02 -
Profit / (Loss) Before Tax (25.08) (41.79)
Less Provision for Taxation - Current Year - (0.45)
Income Tax for Earlier years (0.11) -
Add / Less Deferred Tax Assets / Liabilities 1.39 (6.72)
Profit (Loss) after Tax (23.79) (48.96)
Add Balance Profit brought forward from
previous year (53.08) (4.12)
Surplus carried to Balance Sheet (76.87) (53.08)
Operations
During the year, income of the Company from operations was Rs. 16.61
lacs as compared to Rs. 16.60 lacs during the previous year. The
Company has incurred a net loss amounting Rs. 23.79 lacs as compared to
a net loss of Rs. 48.96 lacs during the previous year.
The Management intends to continue to pursue Software and Hardware
Solutions for Office Automation, Electronic Security Systems, Embedded
and Internet Appliances. The Company continues to leverage its exiting
technologies and continues to add several new clients covering
different industry segments.
Dividend
The Directors do not recommend declaration of any dividend for the
year.
Fixed Deposits
The Company has not invited or accepted any Public Deposits during the
year.
Particulars of Employees
Particulars of employees under Section 217(2A) of the Companies Act,
1956 read with The Companies (Particulars of Employees) Rules, 1975 as
amended have not been furnished, as there was no employee in the
aforesaid category.
Statutory Information
Information in accordance with the provisions of section 217(1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, requiring
disclosure of particulars regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo are given in
Annexure ''A'' forming part of this Report.
Directors
Mr. Anand Raj Jain, Director of the Company retires by rotation from
the Board of Directors and being eligible, offer himself for
re-appointment.
Further, the Board of Directors of the Company is seeking appointment
of Mr. Amit Bothra, Mr. Santosh Shetty & Mr. Bharat Jain, Independent
Directors (who were appointed as Directors pursuant to the provisions
of Companies Act, 1956 with their period of office liable to
determination by retirement of directors by rotation and were
independent in terms of clause 49 of the Listing Agreement). Mr. Amit
Bothra, Mr. Santosh Shetty & Mr. Bharat Jain appointment as independent
directors in terms of section 149 and other applicable provisions of
the Companies Act, 2013, for a term of five consecutive years, from the
conclusion of this Annual General Meeting
Further, in terms of section 152 of the Act, the Board recommends for
shareholders'' approval, the period of office of Mr. J. T. D''souza
Managing Director and Ms. Punit Neb, Whole-time Director to be liable
to determination by rotation.
Related Parties
A statement of Related Party transactions pursuant to Accounting
Standard 18 forms a part of notes to accounts.
Corporate Governance Report
Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate
Governance, together with a certificate from Statutory Auditors is
given in Annexure ''B'' forming part of this Report.
Management Discussion and Analysis Report
Pursuant to Clause 49 of the Listing Agreement, a Management Analysis
Report, giving segment wise performance and outlook, is given in
Annexure ''C'' forming part of this Report.
Secretarial Compliance Report
Pursuant to Section 383A(1) of the Companies Act, 1956, a copy of the
Compliance Certificate issued by a Practicing Company Secretary for the
year ended March 31, 2014 is attached herewith, forming part of this
Report.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 2000, the Directors
confirm that:
1. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed with proper explanation relating to
material departures;
2. Appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true & fair view of the state of affairs of
the Company as at March 31, 2014 and of the loss of the Company for the
year;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company & for
preventing & detecting fraud & other irregularities;
4. The Annual Accounts have been prepared on a going concern basis.
Listing and Dematerealisation of Shares
The Equity Capital of the Company is listed on Bombay Stock Exchange
Ltd., Ahemdabad Stock Exchange Ltd., and The Bangalore Stock Exchange
Ltd. The Company has paid the listing fees for the year 2014-2015 to
Bombay Stock Exchange Ltd., Ahemdabad Stock Exchange Ltd. and The
Bangalore Stock Exchange Ltd.
Auditors
M/s. R Soni & Co., Chartered Accountants, the Auditors of the Company,
retire at the conclusion of this Annual Meeting and are eligible for
re-appointment. Members are requested to appoint Auditors and fix their
remuneration. The Directors take this opportunity to acknowledge with
gratitude the valuable services rendered by M/s. R Soni & Co.
Auditors'' Remarks
Further to the observations made by the Auditors for the year under
review, the Company has registered with Service Tax authorities under
the Service Tax Voluntary Compliance Encouragement Scheme 2013. Under
this scheme, the total payable Service Tax amount and interest thereon
has to be paid in two installments of which the first installment has
already been paid. The balance amount of Rs. 1,45,303/- will be paid
within the stipulated time period. The VAT amount of Rs. 49,920/- has
been paid to the relevant authorities in May 2014.
Vigil Mechanism
A vigil mechanism policy has been established for the Companys''
Directors and Employees to safeguard against victimization of persons
who use vigil mechanism and report genuine concerns.
Acknowledgments
The Directors acknowledge with gratitude the co-operation and
assistance extended to the Company by Shareholders, Employees,
Customers, Bankers, Auditors, Registrar & Share Transfer Agents and
Vendors.
For and on behalf of the Board
J. T. D''souza
Chairman & Managing Director
Mumbai, May 30, 214
Mar 31, 2013
The Directors present the Annual Report together with the Audited
Statement of Accounts of the Company for the year ended March 31, 2013.
Financial Highlights
Rs. In acs
2012 - 2013 2011 - 2012
Profit before Depreciation (35.96) 2.64
Less Depreciation (5.83) (5.83)
Profit (Loss) after Depreciation (41.79) (3.18)
Less Provision for Taxation  Current Year (0.45) (0.25)
Add Deferred Tax Assets / Liabilities (6.72) 1.27
Profit (Loss) after Tax (48.96) (2.17)
Add Balance Profit brought forward from
previous year (4.12) (1.95)
Surplus carried to Balance Sheet (53.08) (4.12)
Operations
During the year, income of the Company was Rs. 16.60 lacs as compared
to Rs. 6.37 lacs during the previous year. The Company has incurred a
net loss amounting Rs. 48.96 lacs as compared to a net loss of Rs. 2.17
lacs during the previous year.
The Management intends to continue to pursue Software and Hardware
Solutions for Office Automation, Electronic Security Systems, Embedded
and Internet Appliances. The Company continues to leverage its exiting
technologies and continues to add several new clients covering
different industry segments.
Dividend
The Directors do not recommend declaration of any dividend for the
year.
Fixed Deposits
The Company has not invited or accepted any Public Deposits during the
year.
Particulars of Employees
Particulars of employees under Section 217(2A) of the Companies Act,
1956 read with The Companies (Particulars of Employees) Rules, 1975 as
amended have not been furnished, as there was no employee in the
aforesaid category.
Statutory Information
Information in accordance with the provisions of section 217(1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, requiring
disclosure of particulars regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo are given in
Annexure ''A'' forming part of this Report.
Directors
Mr. Anand Raj Jain and Mr. Amit Bothra, Directors of the Company retire
by rotation from the Board of Directors and being eligible, offer
themselves for re-appointment.
During the year Mr. J. T. D''souza & Ms. Punit Neb have been
re-appointed as Managing Director & Whole-time Director respectively
w.e.f. December 1, 2012, for a period of three years.
Related Parties
A statement of Related Party transactions pursuant to Accounting
Standard 18 forms a part of notes to accounts.
Corporate Governance Report
Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate
Governance, together with a certificate from Statutory Auditors is
given in Annexure ''B'' forming part of this Report.
Management Discussion and Analysis Report
Pursuant to Clause 49 of the Listing Agreement, a Management Analysis
Report, giving segment wise performance and outlook, is given in
Annexure ''C'' forming part of this Report.
Secretarial Compliance Report
Pursuant to Section 383A(1) of the Companies Act, 1956, a copy of the
Compliance Certificate issued by a Practicing Company Secretary for the
year ended March 31, 2013 is attached herewith, forming part of this
Report.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 2000, the Directors
confirm that:
1. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed with proper explanation
relating to material departures;
2. Appropriate accounting policies have been selected and applied
consistently, and have made judgments and estimates that are reasonable
and prudent so as to give a true & fair view of the state of affairs of
the Company as at March 31, 2013 and of the loss of the Company for the
year;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company & for
preventing & detecting fraud & other irregularities;
4. The Annual Accounts have been prepared on a going concern basis.
Listing and Dematerealisation of Shares
The Equity Capital of the Company is listed on Bombay Stock Exchange
Ltd., Ahemdabad Stock Exchange Ltd., and The Bangalore Stock Exchange
Ltd. The Company has paid the listing fees for the year 2013-2014 to
Bombay Stock Exchange Ltd., Ahemdabad Stock Exchange Ltd. and The
Bangalore Stock Exchange Ltd.
Auditors
M/s. R Soni & Co., Chartered Accountants, the Auditors of the Company,
retire at the conclusion of this Annual Meeting and are eligible for
re-appointment. Members are requested to appoint Auditors and fix their
remuneration. The Directors take this opportunity to acknowledge with
gratitude the valuable services rendered by M/s. R Soni & Co.
Auditors'' Remarks
The observations made by the Auditors for the year under review are
self-explanatory and need no further comments from the Directors.
OTS with Maharashtra State Financial Corporation [MSFC]
The Company had entered into an One-Time-Settlement [OTS] with
Maharashtra State Financial Corporation [MSFC]. The Company has paid
the complete amount as per terms of the OTS and obtained no dues letter
from MSFC.
Acknowledgments
The Directors acknowledge with gratitude the co-operation and
assistance extended to the Company by Shareholders, Employees,
Customers, Bankers, Auditors, Registrar & Share Transfer Agents,
Maharashtra State Financial Corporation and Vendors.
For and on behalf of the Board
J. T. D''souza
Chairman & Managing Director
Mumbai, May 30, 2013
Mar 31, 2012
The Directors present the Annual Report together with the Audited
Statement of Accounts of the Company for the year ended March 31st 2012.
Financial Highlights
Rs. In lacs
2011 - 2012 2010 - 2011
Profit before Depreciation 2.64 2.58
Less Depreciation (5.83) (5.83)
Profit (Loss) after Depreciation (3.18) (3.25)
Less Provision for Taxation Current Year (0.25) (0.18)
Less Provision for Taxation à Earlier Year NIL (0.18)
Add Excess Provision à Earlier Year W/B NIL 0.02
Add Deferred Tax Assets / Liabilities 1.27 1.61
Profit (Loss) after Tax (2.17) (1.98)
Add Balance Profit brought forward
from previous year (1.95) 0.03
Surplus carried to Balance Sheet (4.12) (1.95)
Operations
During the year, income of the Company was Rs. 6.37 lacs as compared to
Rs. 10.01 lacs during the previous year. The Company has incurred a
net loss amounting Rs. 2.17 lacs as compared to a net loss of Rs. 1.98
lacs during the previous year.
The Management intends to continue to pursue Software and Hardware
Solutions for Office Automation, Electronic Security Systems, Embedded
and Internet Appliances. The Telematic range of products have been
expanded and the Company has launched Server room monitoring equipment.
The Company continues to add several new clients covering different
industry segments which are expected to generate revenues. The
Company's Vehicle Asset Tracking and Delivery Systems have been well
received. Sales of the same are expected to pick-up in synchronisation
with the recovery in the gems & jewelery segment. The Company's
Biometric Security products are being pushed hard in the market. The
Company's existing systems and components like Video Conference,
Security Systems, Firewalls, Access Control Systems etc are spreading
into the market.
Dividend
The Directors do not recommend declaration of any dividend for the
year.
Fixed Deposits
The Company has not invited or accepted any Public Deposits during the
year.
Particulars of Employees
Particulars of employees under Section 217(2A) of the Companies Act,
1956 read with The Companies (Particulars of Employees) Rules, 1975 as
amended have not been furnished, as there was no employee in the
aforesaid category.
Statutory Information
Information in accordance with the provisions of section 217(1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, requiring
disclosure of particulars regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo are given in
Annexure 'A' forming part of this Report.
Directors
Mr. Santosh Shetty and Mr. Bharat Jain, Directors of the Company retire
by rotation from the Board of Directors and being eligiblest offer
themselves for re-appointment.
Related Parties
A statement of Related Party transactions pursuant to Accounting
Standard 18 forms a part of notes to accounts.
Directors' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Actst 2000st the Directors
confirm that:
1. In the preparation of the Annual Accountsst the applicable
accounting standards have been followed with proper explanation
relating to material departures;
2. Appropriate accounting policies have been selected and applied
consistentlyst and have made judgements and estimates that are
reasonable and prudent so as to give a true & fair view of the state of
affairs of the Company as at March 31st 2012 and of the loss of the
Company for the year;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Actst 1956 for safeguarding the assets of the Company & for
preventing & detecting fraud & other irregularities;
4. The Annual Accounts have been prepared on a going concern basis.
Corporate Governance Report
Pursuant to Clause 49 of the Listing Agreementst a Report on Corporate
Governancest together with a certificate from Statutory Auditors is
given in Annexure 'B' forming part of this Report.
Management Discussion and Analysis Report
Pursuant to Clause 49 of the Listing Agreementst a Management Analysis
Reportst giving segment wise performance and outlookst is given in
Annexure 'C' forming part of this Report.
Secretarial Compliance Report
Pursuant to Section 383A(1) of the Companies Actst 1956st a copy of the
Compliance Certificate issued by a Practicing Company Secretary for the
year ended March 31st 2012 is attached herewith, forming part of this
Report.
Listing and Dematerealisation of Shares
The Equity Capital of the Company is listed on Bombay Stock Exchange
Ltd., Ahemdabad Stock Exchange, and Bangalore Stock Exchange. The
Company has paid the listing fees for the year 2012-2013 to Bombay
Stock Exchange Ltd.
Auditors
M/s. R Soni & Co., Chartered Accountants, the Auditors of the Company,
retire at the conclusion of this Annual Meeting and are eligible for
re-appointment. Members are requested to appoint Auditors and fix their
remuneration. The Directors take this opportunity to acknowledge with
gratitude the valuable services rendered by M/s. R Soni & Co.
Auditorsà Remarks
The observations made by the Auditors for the year under review are
self-explanatory and need no further comments from the Directors.
OTS with Maharashtra State Financial Corporation [MSFC]
The Company had entered into a One-Time-Settlement [OTS] with
Maharashtra State Financial Corporation [MSFC]. The Company has paid
the complete amount as per terms of the OTS and is awaiting relevant
documents from MSFC.
Acknowledgments
The Directors acknowledge with gratitude the co-operation and
assistance extended to the Company by Shareholders, Employees,
Customers, Bankers, Auditors, Maharashtra State Financial Corporation
and Vendors.
For and on behalf of the Board
J. T. Dsouza
Chairman & Managing Director
Mumbai, May 29th 2012
Mar 31, 2011
The Directors present the Annual Report together with the Audited
Statement of Accounts of the Company for the year ended March 31, 2011.
Financial Highlights
Rs. In lacs
2010 - 2011 2009 - 2010
Profit before Depreciation 2.58 2.93
Less Depreciation (5.83) (5.74)
Profit (Loss) after Depreciation (3.25) (2.81)
Less Provision for Taxation (0.34) 0.14
Add Deferred Tax Assets / Liabilities 1.61 (0.43)
Profit (Loss) after Tax (1.98) (2.53)
Add Balance Profit brought forward
from previous year 0.03 2.55
Surplus carried to Balance Sheet (1.95) 0.03
Operations
During the year, income of the Company was Rs. 10.01 lacs as compared
to Rs. 11.44 lacs during the previous year. The Company has incurred a
net loss amounting Rs. 1.98 lacs as compared to a a net loss of Rs.
2.53 lacs during the previous year.
The Management intends to continue to pursue Software and Hardware
Solutions for Office Automation, Electronic Security Systems, Embedded
and Internet Appliances. The Telematic range of products have been
expanded and the Company has launched Server room monitoring equipment.
The Company continues to add several new clients covering different
industry segments which are expected to generate revenues. The
Company's Vehicle Asset Tracking and Delivery Systems have been well
received. Sales of the same are expected to pick-up in synchronisation
with the recovery in the gems & jewellery segment. The Company's
Biometric Security products are being pushed hard in the market. The
Company's existing systems and components like Video Conference,
Security Systems, Firewalls, Access Control Systems etc are spreading
into the market.
Dividend
The Directors do not recommend declaration of any dividend for the
year.
Fixed Deposits
The Company has not invited or accepted any Public Deposits during the
year.
Particulars of Employees
Particulars of employees under Section 217(2A) of the Companies Act,
1956 read with The Companies (Particulars of Employees) Rules, 1975 as
amended have not been furnished, as there was no employee in the
aforesaid category.
Statutory Information
Information in accordance with the provisions of section 217(1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, requiring
disclosure of particulars regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo are given in
Annexure 'A' forming part of this Report.
Directors
Mr. Anand Raj Jain and Mr. Amit Bothra, Directors of the Company retire
by rotation from the Board of Directors and being eligible, offer
themselves for re-appointment.
Directors' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 2000, the Directors
confirm that:
1. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed with proper explanation relating to
material departures;
2. Appropriate accounting policies have been selected and applied
consistently, and have made judgements and estimates that are
reasonable and prudent so as to give a true & fair view of the state of
affairs of the Company as at March 31, 2011 and of the loss of the
Company for the year;
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company & for
preventing & detecting fraud & other irregularities;
4. The Annual Accounts have been prepared on a going concern basis.
Corporate Governance Report
Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate
Governance, together with a certificate from Statutory Auditors is
given in Annexure 'B' forming part of this Report.
Management Discussion and Analysis Report
Pursuant to Clause 49 of the Listing Agreement, a Management Analysis
Report, giving segment wise performance and outlook, is given in
Annexure 'C' forming part of this Report.
Secretarial Compliance Report
Pursuant to Section 383A(1) of the Companies Act, 1956, a copy of the
Compliance Certificate issued by a Practising Company Secretary for the
year ended March 31, 2011 is attached herewith, forming part of this
Report.
Listing and Dematerialisation of Shares
The Equity Capital of the Company is listed on Bombay Stock Exchange
Ltd., Ahemdabad Stock Exchange, and Bangalore Stock Exchange. The
Company has paid the listing fees for the year 2011-2012 to Bombay
Stock Exchange Ltd.
Auditors
M/s. R Soni & Co., Chartered Accountants, the Auditors of the Company,
retire at the conclusion of this Annual Meeting and are eligible for
re-appointment. Members are requested to appoint Auditors and fix their
remuneration. The Directors take this opportunity to acknowledge with
gratitude the valuable services rendered by M/s. R Soni & Co.
Auditorsà Remarks
The observations made by the Auditors for the year under review are
self-explanatory and need no further comments from the Directors.
OTS with MSFC [MSFC]
The Company has submitted a proposal to Maharashtra State Financial
Corporation [MSFC] for one-time-settlement. Acknowledgements
The Directors acknowledge with gratitude the co-operation and
assistance extended to the Company by Shareholders, Employees,
Customers, Bankers, Auditors, Maharashtra State Financial Corporation
and Vendors.
For and on behalf of the Board
J. T. DÃsouza
Chairman & Managing Director
Mumbai, May 31, 2011
Mar 31, 2010
The Directors present the Annual Report together with the Audited
Statement of Accounts of the Company for the year ended March 31, 2010.
Financial Highlights
Rs. In lacs
2009-2010 2008-2009
Profit before Depreciation 2.93 4.24
Less Depreciation (5.74) (5.68)
Profit (Loss) after Depreciation (2.81) (1-43)
Less Provision for Taxation 0.14 0.34
Less provision for Fringe Benefit Tax 0.00 0.17
Add Deferred Tax Assets / Liabilities (0.43) (0.92)
Profit (Loss) after Tax (2.53) 0.48
Add Balance Profit brought forward from
previous year 2.55 2.07
Surplus carried to Balance Sheet 0.03 2.55
Operations
During the year, income of the Company was Rs. 11.44 lacs as compared
to Rs. 11.10 lacs during the previous year. The Company has incurred a
net loss amounting Rs. 2.53 lacs as compared to a profit of Rs. 0.48
lacs during the previous year.
The Management intends to continue to pursue Software and Hardware
Solutions for Office Automation, Electronic Security Systems, Embedded
and Internet Appliances. The Telematic range of products have been
expanded and the Company has launched Server room monitoring equipment.
The Company continues to add several new clients covering different
industry segments which are expected to generate revenues. The
Companys Vehicle Asset Tracking and Delivery Systems have been well
received. Sales of the same are expected to pick-up in synchronisation
with the recovery in the gems & jewellery segment. The Companys
Biometric Security products are being pushed hard in the market. The
Companys existing systems and components like Video Conference,
Security Systems, Firewalls, Access Control Systems etc are spreading
into the market.
Dividend
The Directors do not recommend declaration of any dividend for the
year.
Fixed Deposits
The Company has not invited or accepted any Public Deposits during the
year.
Particulars of Employees
Particulars of employees under Section 217(2A) of the Companies Act,
1956 read with The Companies (Particulars of Employees) Rules, 1975 as
amended have not been furnished, as there was no employee in the
aforesaid category.
Statutory Information
Information in accordance with the provisions of section 217(1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, requiring
disclosure of particulars regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo are given in
Annexure A forming part of this Report.
Directors
Mr. Santosh Shetty and Mr. Bharat Jain, Directors of the Company retire
by rotation from the Board of Directors and being eligible, offer
themselves for re-appointment.
During the year Mr. J. T. Dsouza & Ms. Punit Neb have been
re-appointed as Managing Director & Wholetime Director respectively
w.e.f. December 1, 2009, for a period of three years.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 2000, the Directors
confirm that:
i. In the preparation of the Annual Accounts, the applicable accounting
standards have been followed with proper explanation relating to
material departures;
ii. Appropriate accounting policies have been selected and applied
consistently, and have made judgements and estimates that are
reasonable and prudent so as to give a true & fair view of the state of
affairs of the Company as at March 31, 2010 and of the loss of the
Company for the year;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company & for preventing & detecting fraud & other irregularities;
iv. The Annual Accounts have been prepared on a going concern basis.
Corporate Governance Report
Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate
Governance, together with a certificate from Statutory Auditors is
given in Annexure B forming part of this Report.
Management Discussion and Analysis Report
Pursuant to Clause 49 of the Listing Agreement, a Management Analysis
Report, giving segment wise performance and outlook, is given in
Annexure C forming part of this Report.
Secretarial Compliance Report
Pursuant to Section 383A(1) of the Companies Act, 1956, a copy of the
Compliance Certificate issued by a Practising Company Secretary for the
year ended March 31, 2010 is attatched herewith, forming part of this
Report.
Listing and Dematerealisation of Shares
The Equity Capital of the Company is listed on Bombay Stock Exchange
Ltd., Ahemdabad Stock Exchange, and Bangalore Stock Exchange. The
Company has paid the listing fees for the year 2010-2011 to Bombay
Stock Exchange Ltd. On November 5, 2009, suspension of trading of the
Companys Equity Shares was revoked by Bombay Stock Exchange Ltd.
Auditors
During the year under review, Auditors to the Company M/s. Sanklecha &
Co., Chartered Accountants, have changed their organizations name to
M/s. Singhal Sanklecha & Co., Chartered Accountants.
The Board recommends the appointment of M/s. R Soni & Co., Chartered
Accountants as Auditors of the Company for whom the Company has
received a notice U/S 225 read with section 190 of the Companies Act
from a shareholder seeking their appointment in place of retiring
Auditors M/s. Singhal Sanklecha & Co., who have expressed inability to
seek the re- appointment on account of other commitments. M/s. R Soni &
Co., have confirmed that the appointment if made, shall be with the
limit of section 224 (lb) of the Companies Act. 1956.
M/s R Soni & Co. Chartered Accountants, hold office until the
conclusion of the ensuing Annual General Meeting.
The Directors take this opportunity to acknowledge with gratitude the
valuable services rendered by M/s. Singhal Sanklecha & Co. as the
Companys Auditors.
Auditors Remarks
The observations made by the Auditors for the year under review are
self-explanatory and need no further comments from the Directors.
Acknowledgements
The Directors acknowledge with gratitude the co-operation and
assistance extended to the Company by Shareholders, Employees,
Customers, Bankers, Auditors, Maharashtra State Financial Corporation
and Vendors.
For and on behalf of the Board
J. T. Dsouza
Chairman & Managing Director
Mumbai, June 30, 2010
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Stock Market Bloodbath: शेयर मार्केट में आज 'रेड' फ्राइडे, Nifty और Sensex धड़ाम! -
Stock Market Holiday Today: राम नवमी पर शेयर बाजार बंद! जानें इस हफ्ते कितने दिन नहीं होगा कारोबार -
Stock Market Today: शेयर बाजार में 4 कारणों से जोरदार तेजी, एक्सपर्ट्स से समझिए आगे क्या होगा? -
Stock Market Today: लगातार दूसरे दिन शेयर बाजार में उछाल! निफ्टी 23,000 के पार, इन शेयरों ने लगाई दौड़ -
Stock Market Today: ट्रंप के बयान से शेयर बाजार में धमाका! Sensex 800 अंक से ज्यादा चढ़ा, Nifty 22,800 के पार -
Stock Markets Today: Trump की धमकी से बाजार में हड़कंप, Sensex-Nifty लुढ़के -
Stock Market Crash: सेंसेक्स 1700 से ज्यादा अंक टूटा, एक घंटे में 12 लाख करोड़ स्वाहा! रुपया 94 के करीब -
Stock Market Crash: युद्ध के डर से बाजार में हड़कंप, सेंसेक्स 900 अंक टूटा, बढ़ी बिकवाली, निवेशक हुए सतर्क -
Stock Market Crash: जंग का असर बाजार में हाहाकार, सेंसेक्स 2500 अंक से ज्यादा लुढ़का, निफ्टी 700 अंक क्रैश -
Stock Market Outlook: होर्मुज स्ट्रेट में संकट! क्या आने वाला है भारतीय शेयर बाजार में बड़ा गिरावट का दौर? -
मिडिल ईस्ट के बढ़ते तनाव ने बिगाड़ा बाजार का मूड, सेंसेक्स 1500 अंक लुढ़का, निफ्टी भी बुरी तरह फिसला -
Stock Market Today: मिडिल ईस्ट तनाव! शेयर बाजार में कोहराम, सेंसेक्स 900+ अंक टूटा, निफ्टी 24,900 के नीचे -
Stock Market: Anthropic के दावे से बढ़ी टेंशन! Nifty-Sensex में बड़ी गिरावट, शेयर बाजार किन 5 कारणों से धड़ाम? -
Stock Markets Today: कारोबारी हफ्ते की शानदार शुरुआत, Sensex और Nifty 50 जबरदस्त बढ़त के साथ बंद
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