To,
The Members
Sparc Electrex Limited
(Formerly Sparc Systems Ltd)
CIN: L31100MH1989PLC053467
Mumbai
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:
(Amounts in Lakhs)
REVIEW OF OPERATIONS:
During the financial year the total revenue from the operation of the Company was Rs.738.97 lacs as compared to Rs.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 Rs.9.78 lacs in comparison of Rs.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/
EXCLUSIVE TRADEMARK LICENSE AGREMENT with HYUNDAI CORPORATION HOLDINGS CO., LTD, KOREA DEVELOPMENT PRODUCING SOURCING SALES & MARKETING DISTRIBUTION AUXILIARY ACTIVITIES
To establish own manufacturing set ups or through OEM sourcing from India or China or elsewhere.
• 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, Jigsaw, Chop Saw, Miter and Table Saw etc.
- 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 India under "HYUNDAI" brand.
• As per the Agreement, the Company is permitted to sell above referred products manufactured in India or out sourced from companies in India or abroad under "HYUNDAI" brand.
• Indian Power Tools market is dominated by international brands and this Agreement will help the Company to face competitors aggressively.
• 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 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 ("LOC"), then the RTA shall move such securities to a physical folio named as "Suspense Escrow Account" and issue a consolidated LOC to the Company on monthly basis for the said securities moved to this account. The Company shall then dematerialise these securities in "Suspense Escrow Demat Account" within 7 days of receipt of such LOC from RTA. When any shareholder claims, the Company will transfer the same to his/her demat account by following the procedure as prescribed under the regulations.
In terms of Regulation 39 of the Listing Regulations, the Company reports the following details in respect of equity shares lying in the Demat Suspense Account/Unclaimed shares as on March 31, 2024:
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:
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:
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.
Director's retiring by rotation:
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 reappointment. 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:
*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.
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 202425 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 -
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)
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.