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Sparc Systems Ltd.

BSE: 531370 Sector: IT
NSE: N.A. ISIN Code: INE960B01015
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Sparc Systems Ltd. (SPARCSYSTEMS) - Director Report

Company director report

To

The Members Sparc Systems Limited

The Directors present the Annual Report of the Company together with the AuditedStatement of Accounts for the financial year ended 31st March 2020.

FINANCIAL RESULTS:

Summary of the Company's financial performance for F.Y. 2019-2020 as compared with theprevious financial year is given below:

Particulars F.Y. 2019-20 F.Y. 2018-19
Revenue from Operation 46052 92354
Revenue from other Income 839751 2292430
Total Revenue 885803 2384784
Profit before Dep. & Int. (120292) 1091873
Depreciation 13100 137979
Interest - -
Profit after Depreciation & Interest and before Tax (133392) 1229852
Provision for Taxation - -
Provision for Tax (deferred) - (210111)
Provision for Taxation for earlier year - -
Profit/Loss after Tax (120292) 1091873

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

The Company has reported a gross income of Rs. 8.85 lakhs for the current year ascompared to Rs. 23.84 lakhs in the previous year. The Company has incurred a net lossamounting Rs. 1.20 lakhs in the current year as compared to a profit amounting Rs. 10.92lakhs in the previous year.

The Management intends to continue to pursue its product lines. The Company continuesto leverage its existing 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.

DIVIDEND:

No dividend was declared for the current financial year.

AMOUNT TO BE TRANSFERRED TO RESERVES:

No fund was transferred to General 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.

DEPOSITS:

The Company has not invited/accepted any deposits from the public during the year endedMarch 31 2020. There were no unclaimed or unpaid deposits as on March 31 2020.

STATUTORY AUDITOR:

M/s. R Soni & Company Chartered Accountants was appointed as Statutory Auditorsof the Company for a period of three consecutive years at the Annual General Meeting heldon September 29 2017. In terms of the provisions of Section 139 of the

Companies Act 2013 (the ‘Act') read with Rule 6 of the Chapter X of theCompanies (Audit and Auditors) Rules 2014 M/s. R. Soni & Co. Chartered AccountantsMumbai (FRN: No130349W) have completed their tenure at the ensuing AGM.

Accordingly the Board recommends the appointment of M/s Motilal & Associates (FRN106584W) Chartered Accountants as the Statutory Auditors of the Company for a period offive years from the conclusion of ensuing AGM till the conclusion of 36th AGM. As per therequirement of the Act M/s Motilal & Associates Chartered Accountants haveconfirmed that the appointment if made would be within the limits specified under Section141(3) (g) of the Act and they are not disqualified to be appointed as Statutory Auditorin terms of the provisions of the proviso to Section 139(1) Section 141(2) and Section141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules 2014.

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

There were 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. Madhuri Bohra Practicing Company Secretary (Mem. No.: A54739 CP. No.:20329) Mumbai has been appointed to conduct a Secretarial Audit of the

Company's secretarial and related records for the year ended March 31 2020. Thepracticing Company Secretary has submitted her report on the Secretarial Audit conductedby 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 management has made note of the comments made by the Secretarial Auditors in herreport for the year 2019-20. The Company has taken steps to comply with the reports anddocuments as mentioned in point no. 1 to 6 of the report MR-3 issued by the SecretarialAuditors. It was also noted by the management that same does not attract any penalties andany bearing on the performance of the Company.

BOARD OF DIRECTORS:

The Composition of the Board during the year was as per the provisions of Regulation 17of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 read with the Companies Act 2013.

As on 31st March 2020 the Company's Board of Directors comprised of four directors ofwhich Mr. J. T D'Souza is the Managing Director and Chairman Ms. Punit Neb is theWhole-time Director and Chief Financial Officer and the rest Mr. Santosh Shetty and Ms.Kajal Jain are Non- Executive and Independent Directors. The Board also met therequirement of Woman Director as prescribed under Listing Regulations 2015.

Pursuant to Section 152 of the Companies Act 2013 Ms. Punit Neb Whole-time Directorretires by rotation at the ensuing Annual General Meeting and being eligible offersherself for re-appointment. The Board has recommended her re-appointment.

Upon the recommendation of Nomination and Remuneration Committee the Board appointedMr. Ravikumar Byrapatna Channappa (DIN 06595061) as an Additional Director of the Companyin the category of Independent Director subject to approval of members at the ensuingAnnual General Meeting with effect from 27/06/2020 to 26/06/2025 in order to comply withthe requirement of Section 149(1) of the Companies Act 2013.

In terms of Section 161 of the Companies Act 2013 he will hold office up to the dateof the ensuing Annual General Meeting. The Company has received a notice in writingpursuant to Section 160 of Companies Act 2013 proposing the appointment of Mr. RavikumarByrapatna Channappa (DIN 06595061) Director of the Company.

The Board has recommended the appointment of Mr. Ravikumar Byrapatna Channappa (DIN06595061) as an Independent Directors of the Company for a period of five consecutiveyears up to the 36th consecutive Annual General Meeting of the Company notliable to retire by rotation.

Ms. Kajal Jain and Mr. Ravikumar Byrapatna Channappa Independent director have givendeclarations that they continue to meet the criteria of independence as laid down underSection 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

Mr. Santosh Shetty Non-Executive Independent Director had resigned from the Boardw.e.f. 27th June 2020. The Board acknowledges with gratitude the servicesrendered by Mr. Shetty during his tenure as the director of the Company.

The Board has decided to appoint Mr. Jude Terrence D'souza as the Chairman of Board whois also the Managing Director of the Company.

None of the Directors are disqualified for appointment/ re-appointment under Section164 of the Act. As required by law this position is also reflected in the Auditors'Report.

As required under Regulation 36(3) of the listing Regulations with the stock exchangesthe information on the particulars of Directors proposed for appointment/re appointmenthas been given in the notice of annual general meeting.

None of the Directors hold directorships in more than 20 companies. Further individualdirectorships of any director's in public companies do not exceed 10. None of theDirectors is serving as a member of more than ten committees or as the Chairman of morethan five committees across all the public companies of which he is a Director.

The number of directorship and Committee Chairmanship/Memberships held by the Directorsin other Public companies as on March 2020 are given below:

Sr. Name of Director(s) No. Designation No. of Other Directorship No. of equity shares held in Co.

Member/ Chairperson of the committee

Member Chairman
1 Mr. J.T. D'souza M.D & Chairman 0 449400 - -
2 Ms. Punit Neb Whole-time Director 0 29300 2 -
3 Ms. Kajal Jain Independent Director 2 - 4 3
4 Mr. Santosh Shetty Independent Director 0 - 2 1

Directorships mentioned as above do not include directorships of Private LimitedCompanies Companies under Section 8 of the Act and of companies incorporated outsideIndia.

Positions in only the Audit Committee and Stakeholders' Relationship Committee areconsidered for the purpose of reckoning the number of Chairmanships and Memberships heldby the Directors.

None of the Non-Executive Independent Directors has any material pecuniary relationshipor transactions with the Company other than the commission and sitting fees received bythem for attending the meetings of the Board and its Committee(s) and professional feesreceived by the firm in which a Director is a partner.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act 2013and based on the information provided by management your Directors' state that:

a. In the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards have been followed. b. Accounting policiesselected were applied consistently. Reasonable and prudent judgments and estimates weremade so as to give a true and fair view of the State of affairs of the corporation as atthe end of March 31 2020 and of the profit of the Company for the year ended on thatdate. c. Proper and sufficient care to the best of their knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities. d. The Annual Accounts of the Company have beenprepared on the on-going concern basis. e. That they have laid down internal financialcontrols commensurate with the size of the Company and that such financial controls wereadequate and were operating effectively. f. That system to ensure compliance with theprovisions of all applicable laws was in place and was adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-executive Directors of the Company viz. Ms. Kajal Jain and Mr.Ravikumar Byrapatna Channappa has affirmed that they continue to meet all the requirementsspecified under Regulation 16(1)(b) of the LODR Regulation 2015 and Section 149(6) of theCompanies Act 2013 in respect of their position as an "Independent Director" ofSparc Systems Limited.

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.

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is available onthe website on this link: http://www.sparcsys.com/investors.htm

EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the performance evaluation of theIndependent Directors was completed.

The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.

The Board as a whole was evaluated on various parameters like Board Composition &Quality Board Meetings and Procedures adherence to the Code of Conduct etc. Based oneach of the parameter the Board of Directors formed an opinion that performance of Boardas a whole has been satisfactory.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWNPERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the performance evaluation of theIndependent Directors was completed. The performance evaluation of the Chairman and theNon-Independent Directors was carried out by the Independent Directors. The Board ofDirectors expressed their satisfaction with the evaluation process.

MEETING OF INDEPENDENT DIRECTORS:

The meeting of Independent Directors was scheduled on 30th March 2020 butdue to lockdown meeting could not be held in person and the Company had availed theexemption granted by MCA vide its General circular No. 11/2020 dated 24thMarch 2020 Viz. Special Measures under Companies Act 2013 (CA-2013) and LimitedLiability Partnership Act 2008 in view of COVID-19 outbreak.

SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have subsidiary Join Venture & Associate Companies as onMarch 31 2020.

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements with related parties referred to in Section188(1) as prescribed in Form AOC-2 are appended as Annexure-II.

EXTRACT OF ANNUAL RETURN:

Pursuant to requirements under Section 92(3) and Section 134(3) of the Act read withRule 12 of Companies (Management and Administration) Rules 2014 an extract of AnnualReturn in prescribed Form MGT-9 is given in the Report as Annexure III.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (Six) times during the financial year on 27.05.2019 30.05.201918.07.2019 31.08.2019 14.11.2019 and 14.02.2020. The intervening gap between any twomeetings was within the period prescribed by the Companies Act 2013.

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 was observed.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

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.

In terms of provision of Section 197(12) of the Act read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 a statement containingthe disclosures pertaining to remuneration and other details as required under the Act andthe above Rules are as under. The disclosures as specified under Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Thepercentage increase in remuneration of each Director Chief Financial Officer and CompanySecretary during the financial year 2019-2020 ratio of the remuneration of each Directorto the median remuneration of the employees of the Company for the financial year2019-2020 and the comparison of each Key Managerial Personnel (KMP) against theperformance of the Company are as under:

Sr. Name of the Directors/KMPs No. Remuneration Received % Increase in the year ended 2019-2020 Ratio of remuneration of each Director to median remuneration of employees
1 Mr. Jude Terrence D'souza (Chairman and Managing Director) - Nil Nil
2 Ms. Punit Nab (Whole-time Director and CFO) - Nil Nil
3 Ms. Kajal Jain (Independent Director) - Nil Nil
4 Mr. Santosh Shetty $ (Independent Director) - Nil Nil
5 Ms. Deepika Singh@ (Cs & Compliance Officer) 104000 N.A. Nil

Note: @ Resigned w.e.f. 14.02.2020; $ Resigned w.e.f. 27.06.2020

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

The median remuneration of employees of the Company during the financial year 2019-20was Rs. NIL. In the financial year 2019-20 there was an increase of NIL% in themedian remuneration of employees. As on March 31 2020 there were no permanent employeeswho were on the roll of the Company. Relationship between average increase in remunerationand Company performance.

The total remuneration did not increase in 2019-20; whereas Profit/loss After Tax wasRs. (1.20) lakhs as compared to a profit of Rs.10.91 lakhs in 2018-19. Comparison ofRemuneration of the Key Managerial Personnel(s) against the performance of the Company:The total remuneration of the Key Managerial Personnel(s) did not increase in 2019-20;whereas Profit/loss After Tax was Rs. (1.20) lakhs as compared to a profit of Rs.10.91lakhs in 2018-19.

LISTING OF SHARES:

Equity Shares of the Company are listed on Bombay Stock Exchange only and the Companyhas paid the necessary Listing Fees for the Year 2020-2021. The Company has executed a NewListing Agreement with the Bombay Stock Exchange pursuant to SEBI (LODR) Regulation 2015.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Particulars as required under Section 134(3)(m) of the Companies Act 2013 read withthe Companies (Disclosure of particulars in the Report of the Board of Directors) Rules1988 is annexed to this report.

FOREIGN EXCHANGE:

Inflow and Outflow of Foreign Exchange are given is annexed to this report.

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 AND MANAGEMENT DISCUSSION & ANALYSIS:

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 2020.

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

AUDIT COMMITTEE

In order to align with the provisions of Section 177 of the Companies Act 2013 andListing Regulation with the Stock Exchanges. The terms of reference of the Audit Committeeincludes the following:

The brief terms of reference of the Audit Committee inter alia include:

The terms of reference of the Committee are aligned with the terms of referenceprovided under Section 177 of the Companies Act 2013 and Para B of Part D of Schedule IIof the Listing Regulations are as below:

? To recommend the appointment / removal of Auditors fixing of audit fees and approvalof payments

? To review and monitor the Auditor's independence and performance and effectivenessof audit process to examine the financial statements and auditor's report thereonscrutiny of inter-corporate loans and investments

? To approve or make any subsequent modification of transactions of the Company withrelated parties.

? To value the undertakings or assets of the Company wherever it is necessary ? Toevaluate the internal financial controls and risk management systems ? To monitor the enduse of funds raised through public offers and related matters

? Overseeing the Company's financial reporting process and disclosure of financialinformation to ensure that the financial

Statements are correct sufficient and credible

Composition:
Name of the Directors No. of Meetings held Entitlement to attend No. of Meetings attended
Ms. Kajal Jain 4 4 4
Mr. Santosh Shetty 4 4 4
Ms. Punit Neb 4 4 4

Ms. Kajal Jain is the Chairman of the committee.

Meetings:

Total (4) four audit committee meetings were held during the year and the gap betweentwo meetings did not exceed four months. The dates on which the said meetings were heldare as follows: 30/05/2019 18/07/2019 14/11/2019 and 14/02/2020. The necessary quorumwas present for all the meetings.

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:

? Formulation of the criteria for determining qualifications positive attributes andindependence 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 as and whennecessity arises.

Composition:
Name of the Directors No. of Meetings held Entitlement to attend No. of Meetings attended
Ms. Kajal Jain 1 1 1
Mr. Santosh Shetty 1 1 1
Ms. Punit Neb 1 1 1

Mr. Santosh Shetty Independent Director is the Chairman of this Committee.

Meetings:

Total (1) one meeting was held during the year on 31.08.2019. The necessary quorum waspresent at the meeting.

STAKEHOLDERS RELATIONSHIP COMMITTEE COMPOSITION & MEETINGS OF COMMITTEE:

Terms of the Committee

? To scrutinize and approve registration of transfer of shares/warrants issued or to beissued.

? 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 dividend annualreports etc.

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

Details of Pending Investor Grievances:

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 Officer designated for handling of the investor grievances:

Name: Mr. Deep Shah

Address: Sparc Systems Ltd. #16 Ground Floor Lovely Sector 2 Airoli Navi Mumbai400708 Email ID: sparc@mtnl.net.in

Composition:
Name of the Directors No. of Entitlement No. of Meetings
Meetings held to attend attended
Ms. Kajal Jain 4 4 4
Mr. Santosh Shetty 4 4 4
Ms. Punit Neb 4 4 4

Ms. Kajal Jain is the Chairman of the committee.

Meetings:

Total (4) four meetings were held during the year and the gap between two meetings didnot exceed four months. The dates on which the said meetings were held are as follows:30/05/2019 18/07/2019 14/11/2019 and 14/02/2020. The necessary quorum was present forall the meetings.

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 behaviour 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.

During the financial year 2019-2020 no cases under this mechanism were reported in theCompany and any of its subsidiaries/ associates.

POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:

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 during the financial year 2019-2020.

DETAILS OF COMPLIANCE WITH MANDATORY REQUIREMENTS AND ADOPTION OF THE NON-MANDATORYREQUIREMENT UNDER THIS CLAUSE:

The Company is in Compliance with all mandatory requirements of Listing Regulations. Inaddition Company has also adopted the following Non-mandatory requirements voluntarily tothe extent mentioned below:

Certificate as required under Part C of Schedule V of Listing Regulations have beenreceived from M/s. Pankaj Trivedi & Co. Practicing Company Secretaries that none ofthe directors on the Board of the Company have been debarred or disqualified from beingappointed or continuing as directors of the Company by the Securities and Exchange Boardof India/ Ministry of Corporate Affairs or any such statutory authority.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT (FORMERLY KNOWN AS SECRETARIAL AUDITREPORT) AND CERTIFICATE OF COMPLIANCE WITH REGULATION 40(9) OF THE SEBI (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015:

The SEBI vide Circular No. CIR/MRD/DP/30/2010 dated 6th September 2010 has modifiedthe terminology of Secretarial Audit as Reconciliation of Share Capital Audit. Aqualified Practicing Company Secretary has carried out secretarial audit to reconcile thetotal admitted capital with National Securities Depository Ltd. (NSDL) and CentralDepository Services (India) Ltd. (CDSL) and total issued and listed capital. TheReconciliation of Share Capital Audit (formerly known as Secretarial Audit Report)confirms that the total issued / paid-up capital is in agreement with the total number ofshares in physical form and the total number of Dematerialized shares held with NSDL andCDSL. The audit is carried out by M/s. Praveen Jain & Associates. Practicing CompanySecretaries every quarter and report thereon is submitted to the Stock Exchanges alongwith half yearly Compliance Certificate as per Regulation 40(9) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and placed before the Board ofDirectors.

DETAILS OF NON-COMPLIANCE BY THE COMPANY PENALTIES AND STRICTURES IMPOSED ON THECOMPANY BY STOCK EXCHANGES OR SEBI OR ANY STATUTORY AUTHORITIES ON ANY MATTER RELATED TOCAPITAL MARKETS DURING LAST THREE YEARS:

During the year under review the Company has complied with the requirements ofregulatory authorities. No penalties / strictures were imposed on the Company by StockExchanges / SEBI or any other statutory authority on any matter related to capital market.However BSE has imposed total penalty of Rs. 128620/- for non-compliance with theprovisions of Regulation 6(1) (pertaining to appointment of a qualified company secretaryas the compliance officer).

PREVENTION OF INSIDER TRADING:

The Company has adopted an Insider Trading Policy to regulate monitor and reporttrading by insiders under the SEBI (Prevention of Insider Trading) Regulation 2015 andthe same is available on the Company's website. This policy also includes practices andprocedures for fair disclosures of unpublished price-sensitive information initial andcontinual disclosures.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT(UNCLAIMED SHARES): NIL MANAGING DIRECTORS DECLARATION ON CODE OF CONDUCT AND ETHICS:

The Board of Directors of the Company has laid down Code of Conduct and Ethics (TheCode) for the Company's Directors and

Senior Executives. All the Directors and the Senior Executives covered by the code haveaffirmed compliance with the code on an annual basis.

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.

Company's Website - The Financial Results was also displayed on the Company'swebsite www.sparcsys.com the Company also keeps on updating its website with otherrelevant information as and when required. The company did not make any official newsreleases nor made any presentations to the institutional investors or analysts during theperiod under review.

Annual Report- Annual Report containing inter alia the Standalone FinancialStatements Directors' Report Auditors' Report and other important information iscirculated to members of the Company prior to the AGM. The Report on Management Discussionand Analysis forms part of the Annual Report. The Annual Report of the Company is alsoavailable on the website of the Company in a user friendly and downloadable format.

POSTAL BALLOT:

No Extra Ordinary General Meeting was held during the year. No Postal Ballot wasconducted by during the year.

GENERAL BODY MEETING:

Location date and time of the Annual General Meetings held during the last three yearsare given below:

Financial Year Type of Meeting Location Meeting Date & Time
2018-2019 30th AGM Plot No.11 Survey No. 118- 1 & 2 Village Pundhe Taluka 30th Sept 2019
Shapur At post- Athgon District-Thane- 421601 at 10:00 a.m.
2017-2018 29th AGM Plot No.11 Survey No. 118- 1 & 2 Village Pundhe Taluka 29th Sept 2018
Shapur At post- Athgon District-Thane- 421601 at 10:00 a.m.
2016-2017 28th AGM Plot No.11 Survey No. 118- 1 & 2 Village Pundhe Taluka 29th Sept 2017
Shapur At post- Athgon District-Thane- 421601 at 10:00 a.m.

GENERAL INFORMATION FOR MEMBERS

A. 31st Annual General Meeting

Day & Date Time

Venue

Sunday 27th September 11.00

(Video- Conferencing Mode)

2020 a.m.
B. Financial Calendar (2020-2021)
Particulars Period
Financial Year April 1 2020 to March 31 2021
For consideration of Unaudited/Audited Financial Results
Results for quarter ending June 30 2020 On or before September 14 2019 (1 Month of extension by SEBI due to Covid-19)
Results for quarter ending September 30 2020 On or before November 14 2020
Results for quarter ending December 31 2020 On or before February 14 2021
Results for quarter ending March 31 2021 On or before May 30 2021
AGM for the year ending March 31 2021 On or before September 30 2021

C. Book Closure Date

The Company's Share Transfer Books and Register of Members of equity shares shallremain closed from the 22.09.2020 to 27.09.2020. (Both days inclusive)

D. Share Transfer System

Share transfers in physical form are processed by the Registrar and Transfer AgentsUniversal Capital Securities Private Limited and are approved by the StakeholdersRelationship Committee of the Company or the authorized signatories of the Company. Sharetransfers are registered and returned within 15 days from the date of lodgement ifdocuments are complete in all respects. The depository system handles share transfers indematerialized form.

E. Dividend Payment Date: Not Applicable.

F. a. Listing of Equity Shares: Bombay Stock Exchange b. Listing fee for F.Y.2020-21 has been paid to the BSE Ltd.

G. a. BSE Script Code: 531370 b. Demat ISIN Numbers is INE960B01015.

H. Dematerialization of Shares

The Company's shares are compulsorily traded in dematerialized form and are availablefor trading on both the depositories viz National Securities Depository Ltd. (NSDL) andCentral Depository Services (India) Ltd. (CDSL). Percentages of Shares held in physicaland dematerialized form as on 31st March 2020 are as follows:

Mode No. of Shares % Shares
Physical Form 995300 20.35%
With NSDL 3212113 65.71%
With CDSL 681587 13.94%
Total 4889000 100%

I. Market Price Data:

The monthly ‘high' and ‘low' closing prices of the shares traded during theperiod from April 2019 to March 2020 on BSE are given below:

Month High Price Low Price Close Price No. of Shares
Apr-19 5.13 5.13 5.13 513
May-19 - - - -
Jun-19 - - - -
Jul-19 4.88 3.65 3.65 494
Aug-19 3.60 3.42 3.42 26
Sep-19 3.59 3.42 3.59 502
Oct-19 3.59 3.59 3.59 50
Nov-19 3.60 3.45 3.45 860
Dec-19 3.51 3.07 3.23 7114
Jan-20 3.22 2.92 3.06 12609
Feb-20 3.36 3.04 3.04 2957
Mar-20 3.65 3.19 3.65 270

J. Shareholding Pattern Of The Company As On 31st March 2020

Category No. of Shares held % of Shareholding
A. Promoter's Holding
1. Promoters
- Indian Promoters 1198300 24.51%
- Foreign Promoters 0 0.00%
2. Persons acting in concert 0 0.00%
Sub Total 1198300 24.51%
B. Non-Promoter's Holding
3. Institutional Investors 0 0.00%
a) Mutual Funds and UTI 40400 0.83%
b) Banks Financial Institutions Insurance Cos. 0 0.00%
c) Central/State Govt. Institutions / Non-Government Institutions) 0 0.00%
C. FII's 0 0.00%
Sub Total 40400 0.83%
4. Other Cl. Member 0 0.00%
a) Private Corporate Bodies 1012410 20.71%
b) Indian Public & Huf 1496703 46.14%
c) NRI's 251700 05.15%
d) OCB's 0 0.00%
Sub-Total 3650300 74.66%
Grand Total 4889000 100.00%

K. Distribution of shareholding as on 31st March 2020

No. of Shares held No. of Shareholders % to total Shareholders In Rs. % to total Shares
Up to 500 1424 61.75 3905010 7.987
501 1000 595 25.802 5431830 11.11
1001-2000 152 6.592 2438740 4.988
2001-3000 41 1.778 1084670 2.219
3001-4000 12 0.520 434120 0.888
4001-5000 20 0.867 955150 1.954
5001-10000 19 0.824 1414980 2.894
10000 and above 43 1.865 33225500 67.960
TOTAL 2306 100% 48890000 100%

DISCLOSURES

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 for Prevention of Insider Trading ("theCode") in accordance with the requirements of Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 1992 and its subsequent amendment. The codeexpressly lays down the guidelines and the procedure to be followed and disclosures to bemade while dealing with shares of the Company and cautioning them on the consequences ofnon-compliance thereof. Further it is affirmed that no personnel have been denied accessto the Audit Committee. Employees can report to the Management concerned regardingunethical behaviour act or suspected fraud or violation of the Company's Code of ConductPolicy.

The Company has ensured that the person who is being appointed as an IndependentDirector has the requisite qualifications and experience which would be of use to theCompany and which in the opinion of the Company would enable him to contribute effectivelyto the Company in his capacity as an Independent Director.

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 lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include economicconditions affecting demand / supply & price conditions in the markets in which theCompany operates changes in Government regulations tax laws litigation exchange ratefluctuations interest other cost and certain presumptions on which estimates are basedand other incidental factors.

ACKNOWLEDGEMENT:

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

Sd/- Sd/-
J. T. D'souza Punit Neb
Managing Director Whole-time Director
DIN: 00958844 DIN: 01026300
Mumbai August 25 2020

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