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Sparc Systems Ltd.

BSE: 531370 Sector: IT
NSE: N.A. ISIN Code: INE960B01015
BSE 00:00 | 23 Apr 4.37 -0.23
(-5.00%)
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NSE 05:30 | 01 Jan Sparc Systems Ltd
OPEN 4.37
PREVIOUS CLOSE 4.60
VOLUME 200
52-Week high 7.16
52-Week low 2.68
P/E 24.28
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.37
CLOSE 4.60
VOLUME 200
52-Week high 7.16
52-Week low 2.68
P/E 24.28
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sparc Systems Ltd. (SPARCSYSTEMS) - Director Report

Company director report

To

The Members

Sparc Systems Limited

The Directors present the Annual Report together with the Audited Statement of Accountsof the Company for the year ended March 31 2017.

Financial summary of the Company is as below

Particulars Year Ended March 31 2017 Year Ended March 31 2016
Rs. Rs.
Total Revenue 862880 219906
Total Expenses 1253310 1376271
Profit / (Loss) Before Exceptional (390430) (1156365)
Extraordinary & Prior Period Item
Prior-Period Expenses - -
Profit / (Loss) Before Tax (390430) (1156365)
Tax Expenses
Less: Current Tax - -
Add: Deferred Tax - 69252
Profit / (Loss) For The Year After Tax (390430) (1225617)
Balance of Profit brought forward (15677326) (14451709)
Surplus / (Deficit ) carried to Balance Sheet (16067756) (15677326)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The Company's line of business involves Software and Hardware Electronic SecuritySolutions.

The Company has reported a gross income of Rs. 8.63 lakhs for the current year ascompared to Rs. 2.19 lakhs in the previous year. The Company has incurred a net lossamounting Rs. 3.90 lakhs in the current year as compared to Rs. 12.25 lakhs in theprevious year.

The Management intends to continue to pursue its product lines. The Company continuesto leverage its exiting technologies and continues to add several new clients coveringdifferent industry segments. With the huge surge in Internet of Things [IOT] and connectedembedded devices the Company sees a potential for all its technologies which have beenspecifically catering to embedded connected solutions.

Due to the various reforms undertaken by the Government the economy is expected to dowell over next several years and the industry expects that markets in India will do welland the Directors are also optimistic about Company's business and hopeful of betterperformance in next year.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

DIVIDEND

No dividend was declared for the current financial year due to loss incurred by theCompany.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any amount to unclaimed dividend to investoreducation and protection fund.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andCompany's operations in future.

STATUTORY AUDITOR

M/s. R Soni & Co. Chartered Accountants the Auditors of the Company retire atthe conclusion of this Annual Meeting and are eligible for re-appointment for furtherperiod of three years. Members are requested to appoint Auditors and fix theirremuneration. They have confirmed their eligibility to the effect that theirre–appointment if made would be within the prescribed limits under the CompaniesAct 2013 and that they are not disqualified for re-appointment. The Directors take thisopportunity to acknowledge with gratitude the valuable services rendered by M/s. R Soni& Co.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT

There was no qualifications reservations or adverse remarks made by the Auditors intheir report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder Ms. Alka Jain Practicing Company Secretary (ACS 17219; CP No. 5519) Mumbaihas been appointed to conduct a Secretarial Audit of the Company's secretarial and relatedrecords for the year ended March 31 2017. The practicing Company Secretary has submittedher report on the Secretarial Audit conducted by her which is annexed to this report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE SECRETARIAL AUDITOR IN THEIR REPORT

The Board has noted that pursuant to the provisions of Section 203 of The CompaniesAct 2013 the Company was required to appoint Whole-time Company Secretary however thesame has not been complied with as yet. Management is under process of appointing asuitable company secretary for compliance of said provision of Companies Act.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. J. T. D'souza (DIN 00958844) Director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible has offered himself forreappointment.

Ms. Geeta Prakash Salekar has resigned as Chief Financial Officer w.e.f. May 29 2017.The Board of Directors acknowledge with gratitude the services rendered by Ms. Salekar.The Company is in the process of appointing a suitable person for the said post.

Mr. Anand Raj Jain (DIN 00904322) & Mr. Bharat Jain (DIN 03031672 ) have resignedfrom the post of Director w.e.f August 30 2017. The Board of Directors acknowledge withgratitude the services rendered by them.

All Directors and Senior Management Personnel have affirmed compliance with the code ofconduct approved and adopted by the Board of Directors.

BOARD EVALUATION

Pursuant to provisions of the Companies Act 2013 Rules thereunder the Board hascarried out evaluation of its own performance and that of its Committees and individualDirectors.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed in Section 149(6) ofthe Companies Act 2013. The Company has also provided suitable training to theIndependent Directors.

DEPOSITS

The Company has not invited / accepted any deposits from the public during the yearended March 31 2017. There were no unclaimed or unpaid deposits as on March 31 2017.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013.

NUMBER OF BOARD MEETINGS

During the year under review the Board met 5 times on May 28 2016 August 13 2016November 14 2016 February 14 2017 and March 30 2017. The maximum interval between anytwo meetings did not exceed 120 days.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(C) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that: i. In thepreparation of the annual accounts for the financial year ended March 31 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures; ii. The Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at March 312017 and of the profit and loss of the Company for that period; iii. The Directors hadtaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; iv. TheDirectors had prepared the annual accounts on a going concern basis; and v. They have laiddown internal financial controls in the Company that are adequate and are operatingeffectively; and vi. The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

NOMINATION AND REMUNERATION COMMITTEE AND ITS POLICY

The Nomination and Remuneration Committee constituted by the Board of Directorspursuant to Section 178 of the Companies Act 2013. The committee is responsible toidentify persons who are qualified to become directors or senior management employees andrecommend to the Board their appointment / removal oversee and administer executivecompensation etc. The Company has formulated the remuneration policy. The details of thispolicy are available on the Company's website www.sparcsys.com.

The terms of reference of this committee are:

• Formulation of the criteria for determining qualifications positive attributesand independence of a Director and recommend to the Board a policy relating to theremuneration of the Directors Key Managerial Personnel and other employees;

• Recommending remuneration payable to Managing Director and other Directors asand when necessity arises.

Composition

The Nomination and Remuneration Committee comprises of Mr. Santosh Shetty *Mr. BharatJain and *Mr. Anand Jain all being Non-Executive Directors. Mr. Santosh ShettyIndependent Director is the Chairman of this Committee.

* Mr. Bharat Jain and Mr. Anand Raj Jain have resigned from the post of director w.e.f.August 30 2017. In their place Mr. Ashok Jain and Ms. Punit Neb have been appointed asmembers of the committee.

Meeting

There was one meeting of the Remuneration Committee during the year under review.

STAKEHOLDERS RELATIONSHIP COMMITTEE COMPOSITION & MEETINGS OF COMMITTEE

Terms of the Committee

• To scrutinize and approve registration of transfer of shares/warrants issued orto be issued.

• The Shareholders' and Investors' complaints on matters relating to transfer ofshares non receipt of annual report non-receipt of dividends and matters relatedthereto.

• To exercise all power conferred on the Board of Directors under Articles ofAssociation.

• Attending to investors' queries and complaints regarding transfer dividendannual reports etc.

• Attending to complaints of Investor routed by SEBI / Stock Exchanges / RBI.

Details of Pending Investor Grievances and Compliance Officer:

There were no investor grievances pending for redressal as the end of the financialyear and all the queries from the stakeholders were attended to promptly. Further therewere no pending transfers for the year under review. Details of the Compliance Officerdesignated for handling of the investor grievances: Name: Ms. Punit Neb Address: SparcSystems Ltd. #16 Ground Floor Lovely Sector 2 Airoli Navi Mumbai – 400708 EmailID: pneb@mtnl.net.in

Composition & Meeting

The Committee comprises of two Independent Non-Executive Directors namely Mr. SantoshShetty and Mr. Ashok Jain and one Executive Director namely Ms. Punit Neb. Mr. Ashok Jainis the Chairman and Mr. Santosh Shetty & Ms. Punit Neb are Members. During the yearunder review two meetings of the Stakeholders Relationship Committee was held which wasattended by all the members of the committee.

Investor Grievance Redressal

During the year under review no complaints have been received.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review the Company has not advanced any loans nor given anyguarantees nor made any investments.

PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

EXTRACT OF THE ANNUAL RETURN IN FORM MGT – 9

Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 is annexed and forms a part of this report.

RELATED PARTY TRANSACTIONS

Details of contract or arrangement with related party of the Company in the prescribedForm AOC-2 is annexed and forms a part of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed and forms a part of thisreport.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or Associate Company as onMarch 31 2017.

RISK MANAGEMENT POLICY

The Company has in place adequate controls with reference to implementationmonitoring assessing and resolving risk management policy. For each of the riskidentified corresponding controls are assessed and policies and procedure are in placefor monitoring mitigating and reporting risk on a periodic basis.

ADEQUACY OF INTERNAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weakness in the design or operation were observed.

AUDIT COMMITTEE

Constitution of the Committee

The Composition of the Committee together with the details of the attendance of eachmember as at March 31 2017 is as below:

Name Designation Director Category No. of meetings attended
*Mr. Bharat Jain Chairman Non Executive Independent Director 4
Mr. Santosh Shetty Member Non Executive Independent Director 3
*Mr. Anand Raj Jain Member Non Executive Director 4

* Mr. Bharat Jain and Mr. Anand Raj Jain have resigned from the post of director w.e.f.August 30 2017. In their place Mr. Ashok Jain and Ms. Punit Neb have been appointed asmembers of the committee.

Terms of Reference

The role and terms of reference of Audit Committee covers areas mentioned as per therequirements of section 177 of the Companies Act 2013 besides other terms as may bereferred by the Board of Directors. The brief terms of reference and scope of theCommittee include:- a. To recommend the appointment / removal of Auditors fixing of auditfees and approval of payments b. To review and monitor the Auditor's independence andperformance and effectiveness of audit process to examine the financial statements andauditor's report thereon scrutiny of inter-corporate loans and investments c. To approveor make any subsequent modification of transactions of the Company with related partiesd. To value the undertakings or assets of the Company wherever it is necessary e. Toevaluate the internal financial controls and risk management systems and f. To monitor theend use of funds raised through public offers and related matters

Meetings of the Committee

During the year ended March 31 2017 4 meetings of the Audit Committee were held onMay 28 2016 August 13 2016 November 14 2016 and February 14 2017.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Pursuant to Schedule IV of the Companies Act 2013 the Independent Directors of theCompany shall hold at least one meeting in a year without attendance of non-independentdirectors and members of the Management. Accordingly Independent Directors of the Companymet on March 30 2017 to consider the following business as required under the CompaniesAct 2013:

1. Review the performance of non-independent directors and the Board as a whole;

2. Review the performance of the Company taking into account the views of ExecutiveDirectors and Non-executive Directors;

3. Assess the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties. All the Independent Directors were present for themeeting.

EMPLOYEES' REMUNERATION

In terms of the provisions of Section 197(12) of the Act there are no employees of theCompany drawing remuneration in excess of the limits set out in the said provision.

Details of the Remuneration as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed with this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism.This has provided a mechanism for directors and employees of the Company and other personsdealing with the Company to report to the Chairman of the Audit Committee; any instance ofunethical behavior actual or suspected fraud or violation of the Company's code ofconduct. The aforesaid policy has also been uploaded on the Company's websitesparcsys.com.

PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Prevention Prohibition and Redressal of Sexual Harassment of Women at WorkplaceAct 2013 provides for protection against sexual harassment of women at workplace and forthe prevention and redressal of complaints of sexual harassment and for matters connectedtherewith or incidental thereto. The Company has framed a Policy on Prevention of SexualHarassment at Workplace as per the provisions of this Act. During the year under reviewno cases were reported under the said policy.

CODES OF CONDUCT

The Board of Directors of the Company has laid down required Codes of Conduct. It hasalso adopted Code for Independent Directors as per Schedule IV of the Companies Act 2013.All Board members including Independent Directors and Senior Management Personnel haveaffirmed compliance with the respective Codes of Conduct for the year under review. TheCode of Conduct is available on the Company's website www.sparcsys.com.

CORPORATE GOVERNANCE

Since the Company is falling within the criteria of Regulation 15 (2) of SEBI (ListingObligation & Disclosure) Regulations 2015. Therefore Corporate Governancerequirement prescribed under SEBI (Listing Obligation & Disclosure) Regulations 2015are not applicable to the Company as on March 31 2017.

CERTIFICATE ON FINANCIAL SATEMENT

A certificate in respect of the Financial Statements forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis for the year under review is annexed andforms a part of this report.

LISTING FEES

The Company has paid the listing fees for the year 2017-2018 to Bombay Stock ExchangeLtd.

DISCLOSURES

The Company has followed the Accounting Standards issued by the Institute of CharteredAccountants of India to the extent applicable.

The Company has adopted the Code of Ethics and Business principles for the members ofBoard and senior management personnel. The Company has adopted a Code of Conduct forPrevention of Insider Trading ("the Code") in accordance with the requirementsof Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations1992 and its subsequent amendment. The code expressly lays down the guidelines and theprocedure to be followed and disclosures to be made while dealing with shares of theCompany and cautioning them on the consequences of non-compliance thereof. Further it isaffirmed that no personnel have been denied access to the Audit Committee. Employees canreport to the Management concerned regarding unethical behavior act or suspected fraud orviolation of the Company's Code of Conduct Policy. The Company has ensured that the personwho is being appointed as an Independent Director has the requisite qualifications andexperience which would be of use to the Company and which in the opinion of the Companywould enable him to contribute effectively to the Company in his capacity as anIndependent Director. The Company has complied with the requirements of regulatoryauthorities. No penalties / strictures were imposed on the Company by Stock Exchanges /SEBI or any other statutory authority on any matter related to capital market.

Shareholding Pattern as on March 31 2017

Category No. of Shares held % of holding
A. Promoter's Holding
Promoter & Promoter Group 1349500 27.60
Sub-Total 1349500 27.60
B. Non-Promoters Holding
Mutual Funds and UTI 40400 0.83
Sub-Total 40400 0.83
C. Others
Private Corporate Bodies 989836 20.25
Indian Public 2239359 45.80
NRIs/OCBs 267710 5.48
Any other (please specify) 2195 0.04
Sub-Total 3499100 71.57
GRAND TOTAL 4889000 100
Total Foreign Shareholding 267710 5.48

Dematerialization of Shares

All Equity Shares of the Company are under compulsory dematerialisation for delivery ontransfer. As at March 31 2017 the number of Equity Shares of the Company indematerialised form stood at 2702900 out of the total 4889000 Equity Sharesissued by the Company.

Distribution of Shareholding as of March 31 2017

Number of Shares Shareholders Share holdings Share Amount
Number % Holdings % Rs. %
Up to 500 1455 60.853 402353 8.230 4023530.00 8.230
501- 1000 636 26.600 583002 11.925 5830020.00 11.925
1001-2000 153 6.399 246363 5.039 2463630.00 5.039
2001-3000 45 1.882 119720 2.449 1197200.00 2.449
3001-4000 16 0.669 57012 1.166 570120.00 1.166
4001-5000 21 0.878 99615 2.038 996150.00 2.038
5001-10000 24 1.004 184937 3.783 1849370.00 3.783
10001 & above 41 1.715 3195998 65.371 31959980.00 65.371
Total 2391 100.000 4889000 100.000 48890000.00 100.000

 

Market Price Data
Bombay Stock Exchange Limited
OPEN HIGH LOW CLOSE VOLUME
(Rs.) (Rs.) (Rs.) (Rs.) (Nos.)
April 2016 3.17 4.00 2.76 4.00 11836
May 2016 3.80 3.80 3.10 3.28 5022
June 2016 3.21 4.44 3.07 4.44 2644
July 2016 4.66 5.09 3.98 3.98 7890
August 2016 3.79 3.79 3.07 3.07 2375
September 2016 3.22 3.54 3.07 3.07 225
October 2016 3.22 3.54 3.22 3.38 615
November 2016 3.22 3.22 3.04 3.05 5225
December 2016 3.20 3.96 3.20 3.96 3530
January 2017 4.15 5.14 3.82 3.82 46233
February 2017 3.63 3.63 3.18 3.33 8761
March 2017 3.49 4.65 3.49 4.42 16079

MEANS OF COMMUNICATION

The quarterly half-yearly and annual Financial Results of the Company are forwarded toBSE Limited immediately upon its approval by the Board of Directors and are simultaneouslypublished in national and regional newspapers. In accordance with the Listing Agreementrequirements data pertaining to Shareholding Pattern Quarterly Financial Results andother details are forwarded to the Stock Exchange. During the year under review nopresentation was made to the institutional investors or analysts.

NOMINATION

Individual Shareholders holding shares singly or jointly in physical form can nominatea person in whose name the shares shall be transferable in case of death of the registeredshareholder(s). Nomination facility in respect of shares held in electronic form is alsoavailable with the depository participants as per the bye-laws and business rulesapplicable to NSDL and CDSL. Nomination form SH-13 [Pursuant to section 72 of theCompanies Act 2013 and rule 19(1) of the Companies (Share Capital and Debentures) Rules2014] can be obtained from the Company's Registrar and Share Transfer Agent. It is alsoavailable on public domain.

SHARES

During the year under review the Company has not increased its share capital boughtback securities issued sweat equity bonus shares or employees stock option plan.

SHARE TRANSFER SYSTEM

Presently the Share Transfer documents received by the Company's Registrar and TransferAgents in physical form are processed approved and dispatched within a period of 5 to 15days from the date of receipt provided the documents received are complete and the sharesunder transfer are not under dispute. For expeditious processing of share transfers theBoard of Directors of the Company has authorized the Compliance Officer to decide onvarious issues like transfers / transmission of securities in physical form change instatus of share holders and confirmation of dematerialization.

ISIN No.

The Company's Demat International Security Identification Number (ISIN) for its equityshares in NSDL and CDSL is INE960B01015.

OUTSTANDING GDRs/ ADRs

The Company has not issued any GDRs / ADRs.

RECONCILIATION OF SHARE CAPITAL AUDIT

A practicing Company Secretary carries out reconciliation of share capital audit onhalf-yearly basis to reconcile the total admitted capital with NSDL & CDSL and totalissued and listed capital. The audit confirms that the total issued/paid up capital is inagreement with the total number of shares in physical form and the total number ofdematerialized shares held with NSDL & CDSL.

CAUTIONARY STATEMENT

Statements in the Management Discussion & Analysis describing the Company'sobjectives projections and expectations maybe "forward looking statements"within the meaning of applicable securities laws and regulations. Actual results coulddiffer materially from those expressed or implied. Important factors that could makedifference to the Company's operations include economic conditions affecting demand /supply & price conditions in the markets in which the Company operates changes inGovernment regulations tax laws litigation exchange rate fluctuations interest othercost and certain presumptions on which estimates are based and other incidental factors.

ACKNOWLEDGMENTS

The Directors acknowledge with gratitude the co-operation and assistance extended tothe Company by Shareholders Employees Customers Bankers Auditors Company SecretariesRegistrar & Share Transfer Agents and Vendors.

For and on behalf of the Board
J. T. D'souza Punit Neb
Managing Director Director
DIN 00958844 DIN 01026300
Mumbai August 30 2017

DETAILS OF THE REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014:

1. The percentage increase in remuneration of each Director and Chief Financial Officerduring the financial year 2016-17 ratio of the remuneration of each Director to themedian remuneration of the employees of the Company for the financial year 2016-17 and thecomparison of remuneration of each Key Managerial Personnel (KMP) against the performanceof the Company are as follows:

Name of Director / KMP & Designation Remuneration of Director / KMP for financial year 2016-2017 (Rs.) % increase in Remuneration in the financial year 2016-2017 Ratio of remuneration of each Director to median remuneration of employees Comparison of the remuneration of the KMP against the performance of the Company
1 Mr. J. T. D'souza (Managing Director) 80000 NIL N.A. * N.A.
2 Ms. Punit Neb (Whole-Time Director) 65000 NIL N.A.* N.A.
3 @ Ms. Geeta Salekar (CFO) 7500 NIL N.A.* N.A.

@ Ms. Geeta Salekar resigned as Chief Financial Officer w.e.f. 29th May2017.

* There are no permanent employees. Trainees and apprentices are deployed on projectbasis.

2. The median remuneration of employees of the Company during the financial year2016-17 was Rs. NIL.

3. In the financial year 2016-17 there was an increase of NIL% in the medianremuneration of employees.

4. As on March 31 2017 there were no permanent employees who were on the roll of theCompany.

5. Relationship between average increase in remuneration and Company performance:

The Loss After Tax for the financial year ended March 31 2017 decreased by 31.84%whereas the median remuneration increased by NIL% which was in line with Companyperformance.

6. Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company:

The total remuneration of the Key Managerial Personnel(s) did not increase in 2016 -2017 whereas Loss After Tax decreased from Rs. 12.25 lakhs in 2015 - 2016 to Rs. 3.90lakhs in 2016 – 2017.

CERTIFICATE ON FINANCIAL STATEMENTS

To The Members Sparc Systems Limited

I J. T. D'souza Managing Director of Sparc Systems Limited hereby certify that:

1. I have reviewed the financial statements and the cash flow statements for thefinancial year 2016-17 and to the best of my knowledge and belief: i. These statements donot contain any materially untrue statement or omit any material fact or containstatements that might be misleading; ii. These statements together present a true and fairview of the Company's affairs and are in compliance with existing accounting standardsapplicable laws and regulations.

2. There are to the best of my knowledge and belief no transactions entered into bythe Company during the year 2016-17 which are fraudulent illegal or violation of theCompany's Code of Conduct.

3. I accept responsibility for establishing and maintaining internal controls forfinancial reporting and that I have evaluated the effectiveness of Company's internalcontrol systems pertaining to financial reporting and I have disclosed to the auditors andthe audit committee deficiencies in the design on aperation of such internal controls ifany of which I am aware and the steps I have taken or propose to take to rectify thosedeficiencies.

4. I have indicated wherever applicable to the Auditors and the Audit Committee: i.Significant changes if any in internal control over financial reporting during thisyear; ii. Significant changes if any in accounting policies during this year 2016-17and that the same have been disclosed in the notes to the financial statement; and iii.Instances of significant fraud of which I am aware and involvement therein if any of themanagement or an employee having a significant role in the company's internal controlsystem over financial reporting.

For and on behalf of the Board

J. T. D'souza

Managing Director

DIN 00958844

Mumbai

August 30 2017

ANNEXURE TO DIRECTORS' REPORT

Form AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

This Form pertains to the disclosure of particulars of contracts / arrangements enteredinto by the company with related parties referred to in sub-section (1) of section 188 ofthe Companies Act 2013 including certain arms length transactions under third provisothereto

1. Details of contracts or arrangements or transactions not at arm's lengthbasis:

There were no contracts or arrangement or transactions entered into during the yearended March 31 2017 which were not at arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's lengthbasis: a. Name(s) of the related party and nature of relationship: N.A. b. Nature ofcontracts/arrangements/transactions: N.A. c. Duration of the contracts /arrangements/transactions: N.A. d. Salient terms of the contracts or arrangements ortransactions including the value if any: N.A. e. Date(s) of approval by the Board ifany: N.A. f. Amount paid as advances if any: N.A.

For and on behalf of the Board
J. T. D'souza Punit Neb
Managing Director Director
DIN 00958844 DIN 01026300
Mumbai August 30 2017

ANNEXURE TO DIRECTORS' REPORT

Information under Section 134(3)(m) of the Companies Act 2013 read with rule 8(3) theCompanies (Accounts) Rules 2014 and forming part of the Directors' Report

A. Conservation of energy

(i) The steps taken or impact on conservation of energy: NIL

(ii) The steps taken by the company for utilising alternate sources of energy: NIL(iii) The capital investment on energy conservation equipments: NIL

The Electronic Industry is a low power consumption industry. Therefore the cost ofelectricity purchased and generated through genset is very low and efforts are made tominimise the use of energy.

B. Technology absorption

(i) The efforts made towards technology absorption: NIL

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: NIL

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- : NIL (iv) The expenditure incurred on Researchand Development: NIL

C. Foreign exchange earnings and Outgo

Foreign Exchange earned in terms of Actual Inflows NIL (P.Y. NIL) Foreign Exchangeoutgo in terms of Actual Outflows NIL (P.Y. NIL)

For and on behalf of the Board
J. T. D'souza Punit Neb
Managing Director Director
DIN 00958844 DIN 01026300
Mumbai August 30 2017