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MODULEX CONSTRUCTION TECHNOLOGIES LIMITED Regulatory Filings 2023

May 30, 2023

62866_rns_2023-05-30_de1803ef-5e7d-4f47-bc92-374c3cd4b875.pdf

Regulatory Filings

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30[th] May, 2023

The Manager Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001.

Security ID: MODULEX

Scrip Code: 504273

Sub: Submission of Annual Secretarial Compliance Report for the year ended 31[st] March, 2023

Dear Sir/Madam,

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Please find enclosed herewith the Annual Secretarial Compliance Report from Practicing Company Secretary for the year ended 31[st] March, 2023.

Thanking you,

Yours faithfully,

For Modulex Construction Technologies Limited

Bhoomi Bhoomi Mewada 2023.05.30 Mewada 18:17:49 +05'30'

Bhoomi Mewada Company Secretary and Compliance Officer

Encl: As above

Modulex Construction Technologies Limited t/a Modulex CIN: L25999PN1973PLC182679 Registered Office: A-82, MIDC Industrial Estate, Indapur – 413 132, Maharashtra BSE Security Code: 504273 BSE Security ID: MODULEX

Website - www.modulex.in Email - [email protected] Contact - Tel: +91 2111 299 061

CS HITESH J. GUPTA B.Com, ACS

PRACTICING COMPANY SECRETARY

Mobile: +91 9619454784

Email: [email protected]

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Secretarial Compliance Report of Modulex Construction Technologies Limited (CIN : L25999PN1973PLC182679) for the financial year ended as on 31[st] March, 2023

I, Hitesh J. Gupta, Practicing Company Secretary have examined:

  • a) all the documents and record made available to us and explanation provided by Modulex Construction Technologies Limited (hereinafter referred ‘the listed entity’),

  • b) the filings/submissions made by the listed entity to the stock exchanges,

  • c) website of the listed entity,

  • d) any other documents/filing, as may be relevant, which has been relied upon to make this certificate, for the financial year ended as on 31[st] March, 2023 (“Review Period”) in respect of compliance with the provisions of:

  • a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder and

  • b) the Securities Contract (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circular, guidelines, issued thereunder by the Securities and Exchange Board of India (“SEBI”).

The specific Regulations, whose provisions and the circulars/guidelines issued thereunder, have been examined, include:

  • a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

  • b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 -;

  • c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

  • d) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; Not applicable has not issued shares to the employee during the financial year ended 31[st] March, 2023 under review;

  • e) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable as the Company has not bought back/proposed to buy-back any of its securities during the financial year ended 31[st] March, 2023 under review ;

  • f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not Applicable as the Company has not issued or listed any Debt Securities during the financial year ended as on 31[st] March, 2023 under review;

Regd. Off. – B/701, Astor Place Building, Sector No. 3, Charkop, Kandivali West, Mumbai – 400067

Hitesh Digitally signed by Hitesh Jagdamkumar Jagdamkum Gupta Date: 2023.05.30 ar Gupta 17:47:46 +05'30'

CS HITESH J. GUPTA B.Com, ACS

PRACTICING COMPANY SECRETARY

Mobile: +91 9619454784

Email: [email protected]

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  • g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013 – Not Applicable as the Company has not issued or listed any Non-Convertible and Redeemable Preference Shares during the financial year ended as on 31[st] March, 2023 under review;

  • h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

  • i) And circular/guidelines issued thereunder.

I hereby report that, during the review period the compliance status of the listed entity is appended as below:

Sr.
No		 Particulars Compliance
Status (Yes/
No/ NA)		 Observations/
Remarks
by
PCS*
1. Secretarial Standards:
The compliances of the listed entity are in
accordance with the applicable Secretarial
Standards (SS) issued by the Institute of
Company Secretaries of India (ICSI).		 Yes NA
2. Adoption and timely updation of the Policies:
•
All applicable policies under SEBI
Regulations are adopted with the
approval of board of directors of the
listed entities
•
All the policies are in conformity with
SEBI Regulations and has been
reviewed & timely updated as per the
regulations/circulars/guidelines
issued by SEBI.		 Yes NA
3. Maintenance and disclosures on Website:
•
The Listed entity is maintaining a
functional website
•
Timely
dissemination
of
the
documents/
information
under
separate section on the website
•
Web-links
provided
in
annual
corporate governance reports under
Regulation 27(2) are accurate and
specific which re- directs to the
relevant documents(s)/section of the
website		 Yes NA

Regd. Off. – B/701, Astor Place Building, Sector No. 3, Charkop, Kandivali West, Mumbai – 400067

Hitesh Digitally signed by Hitesh Jagdamkumar Jagdamku Gupta Date: 2023.05.30 mar Gupta 17:48:15 +05'30'

Mobile: +91 9619454784

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CS HITESH J. GUPTA B.Com, ACS

PRACTICING COMPANY SECRETARY

Email: [email protected]

4. Disqualification of Director:
None of the Director of the Company are
disqualified under Section 164 of Companies
Act, 2013.		 Yes NA
5. To examine details related to Subsidiaries of
listed entities:
(a) Identification of material subsidiary
companies
(b) Requirements with respect to disclosure
of material as well as other subsidiaries		 Yes NA
6. Preservation of Documents:
The
listed
entity
is
preserving
and
maintaining records as prescribed under
SEBI Regulations and disposal of records as
per Policy of Preservation of Documents and
Archival policy prescribed under SEBI LODR
Regulations, 2015.		 Yes NA
7. Performance Evaluation:
The listed entity has conducted performance
evaluation of the Board, Independent
Directors and the Committees at the start of
every financial year as prescribed in SEBI
Regulations		 Yes NA
8. Related Party Transactions:
(a) The listed entity has obtained prior
approval of Audit Committee for all Related
party transactions
(b) In case no prior approval obtained, the
listed entity shall provide detailed reasons
along
with
confirmation
whether
the
transactions
were
subsequently
approved/ratified/rejected by the Audit
committee		 Yes NA
9. Disclosure of events or information:
The listed entity has provided all the required
disclosure(s) under Regulation 30 along with
Schedule III of SEBI LODR Regulations,
2015 within the time limits prescribed
thereunder.		 Yes NA
10. Prohibition of Insider Trading:
The listed entity is in compliance with
Regulation 3(5) & 3(6) of SEBI (Prohibition
of Insider Trading) Regulations, 2015		 Yes NA
11. Actions taken by SEBI or Stock Exchange (s).
if any:
There were no Actions taken against the
listed entity / its promoters/ directors/
subsidiaries either by SEBI or by Stock
Exchanges (including under the Standard		 Yes Refer Annexure- I

Regd. Off. – B/701, Astor Place Building, Sector No. 3, Charkop, Kandivali West, Mumbai – 400067

Hitesh Digitally signed by Hitesh Jagdamkumar Jagdamku Gupta Date: 2023.05.30 mar Gupta 17:48:51 +05'30'

Mobile: +91 9619454784

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CS HITESH J. GUPTA B.Com, ACS

PRACTICING COMPANY SECRETARY

Email: [email protected]

Operating Procedures issued by SEBI
through various circulars) under SEBI
Regulations and circulars/ guidelines issued
thereunder apart from the detail as specified
in remark column.
12. Additional Non-compliances, if any:
No any additional non-compliance observed
for all SEBI regulation/circular /guidance
note etc.		 N.A. NA
Compliances related to resignation of statutory auditors from listed entities and their material
subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019:
Sr. Particulars Compliance
Observations
No. Status
/Remarks by
(Yes/No/
PCS*
NA)
1. Compliances with the following conditions while appointing/re-
**appointing an auditor **
i.If the auditor has resigned within 45 days
from the end of a quarter of a financial
year, the auditor before such resignation,
has issued the limited review/ audit
report for such quarter; or
ii.If the auditor has resigned after 45 days
from the end of a quarter of a financial
year, the auditor before such resignation,
has issued the limited review/ audit
report for such quarter as well as the next
quarter; or
iii.If the auditor has signed the limited
review/ audit report for the first three
quarters of a financial year, the auditor
before such resignation, has issued the
limited review/ audit report for the last
quarter of such financial year as well as
the audit report forsuch financialyear.		 Not Applicable NA
2. Other conditions relating to resignation of statutory auditor
i.Reporting of concerns by Auditor with
respect to the listed entity/its material
subsidiary to the Audit Committee:
a. In case of any concern with the
management
of
the
listed
entity/material subsidiary such as
non-availability of information / non-
cooperation
by
the
management
which has hampered the audit process,
the auditor has approached the
Chairman of the Audit Committee of
thelisted entity andtheAudit		 Not Applicable NA

Regd. Off. – B/701, Astor Place Building, Sector No. 3, Charkop, Kandivali West, Mumbai – 400067

Hitesh Digitally signed by Hitesh Jagdamkumar Jagdamku Gupta Date: 2023.05.30 mar Gupta 17:49:26 +05'30'

Mobile: +91 9619454784

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CS HITESH J. GUPTA B.Com, ACS

PRACTICING COMPANY SECRETARY

Email: [email protected]

Committee shall receive such concern
directly and immediately without
specifically waiting for the quarterly
Audit Committee meetings.
b. In case the auditor proposes to resign,
all concerns with respect to the
proposed resignation, along with
relevant documents has been brought
to the notice of the Audit Committee.
In
cases
where
the
proposed
resignation is due to non-receipt of
information / explanation from the
company, the auditor has informed
the Audit Committee the details of
information/ explanation sought and
not provided by the management, as
applicable.
c. The Audit Committee / Board of
Directors, as the case may be,
deliberated on the matter on receipt of
such information from the auditor
relating to the proposal to resign as
mentioned above and communicate its
views to the management and the
auditor.
ii.Disclaimer in case of non-receipt of
information:
The auditor has provided an appropriate
disclaimer in its audit report, which is in
accordance with the Standards of Auditing
as specified by ICAI / NFRA, in case where
the listed entity/ its material subsidiary has
not provided information as required by
the auditor.
3. The listed entity/its material subsidiary has
obtained information from the Auditor upon
resignation, in the format as specified in
Annexure-A
in
SEBI
Circular
CIR/CFD/CMD1/114/2019
dated
18
thOctober,2019.		 Not Applicable NA

*Observations /Remarks by PCS are mandatory if the Compliance status is provided as ‘No’ or ‘NA’

Hitesh Digitally signed by Hitesh Jagdamkumar Jagdamku Gupta Date: 2023.05.30 mar Gupta 17:49:43 +05'30'

Regd. Off. – B/701, Astor Place Building, Sector No. 3, Charkop, Kandivali West, Mumbai – 400067

==> picture [44 x 44] intentionally omitted <==

CS HITESH J. GUPTA B.Com, ACS

PRACTICING COMPANY SECRETARY

Mobile: +91 9619454784

Email: [email protected]

a) The listed entity has complied with the provisions of the above Regulations and circulars/guidelines issued thereunder, except in respect of matters specified below:

S
r.
N
o
.		 Compl
iance
Requi
remen
t
(Regul
ations/
circula
rs/
guideli
nes
includi
ng
specific
clause)		 Regul
ation
/
Circu
lar
No.		 Devi
ation
s		 Acti
on
Tak
en
by		 T
y
p
e
of
A
ct
io
n		 Detai
ls of
Viola
tion		 Fine
Amou
nt		 Obser
vation
s/
Remar
ks
of
the
Practi
cing
Comp
any
Secret
ary		 Mana
geme
nt
Respo
nse		 Re
mar
ks
1. Regula
tion
24A of
SEBI
LODR,
2015		 Reg-
24A		 Late
subm
ission		 BSE
levie
d
SOP
Fine
s		 Late
submi
ssion
of
report
by 96
days		 Rs.1,9
2,000/
-		 Late
submiss
ion
of
report
by
96
days		 There
was
delay
in
submis
sion of
certific
ate
under
Regula
tion
24A
due to
late t0
submis
sion of
financi
al
results.
2. Regula
tion 31
of SEBI
LODR,
2015		 Reg-
31		 Late
subm
ission
Jun-
22		 BSE
levie
d
SOP
Fine
s		 Late
submi
ssion
of
report
by
9
days		 Rs.18,
000/-		 Late
Submis
sion of
report
by
9
days		 Delay
in
submis
sion of
the
results
happen
ed due
to
unavoi
dable
3. Regula
tion 33
of SEBI
LODR		 Reg-
33		 Late
subm
ission		 BSE
levie
d
SOP		 Late
submi
ssion
of		 Rs.4,7
5,000/
-		 Late
submiss
ion
of
report

Regd. Off. – B/701, Astor Place Building, Sector No. 3, Charkop, Kandivali West, Mumbai – 400067

Hitesh Digitally signed by Hitesh Jagdamkumar Jagdamku Gupta Date: 2023.05.30 mar Gupta 17:50:04 +05'30'

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CS HITESH J. GUPTA B.Com, ACS

PRACTICING COMPANY SECRETARY

Mobile: +91 9619454784

Email: [email protected]

Mar-
22		 Fine
s		 report
by 95
days		 by
95
days		 circum
stances
,
Manag
ement
has
taken
necess
ary
actions
to
submit
the
compli
ances
in
a
timely
manne
r
4. Regula
tion 33
of SEBI
LODR		 Reg-
33		 Late
subm
ission
Jun-
22		 BSE
levie
d
SOP
Fine
s		 Late
submi
ssion
of
report
by 171
days		 Rs.8,5
5,000/
-		 Late
submiss
ion
of
report
by
171
days
5. Regula
tion 33
of SEBI
LODR		 Reg-
33		 Late
subm
ission
Sep-
22		 BSE
levie
d
SOP
Fine
s		 Late
submi
ssion
of
report
by 124
days		 Rs.6,2
0,000
/-		 Late
submiss
ion
of
report
by 124
days
6. Regula
tion 33
of SEBI
LODR		 Reg-
33		 Late
subm
ission
Dec-
22		 BSE
levie
d
SOP
Fine
s		 Late
submi
ssion
of
report
by 42
days		 Rs.2,1
0,000
/-		 Late
submiss
ion
of
report
by
42
days
7. Regula
tion 19		 Reg-
19		 Non
Comp
liance		 BSE
levie
d
SOP
Fine
s		 Comp
ostion
of
Com
mitte
e		 Rs.1,6
8,000
/-		 During
the year
NRC
commit
tee was
not
constitu
ted
as
per the
require
ments		 Recons
titution
of
Commi
ttee
was
carried
out
8. Regula
tion 19		 Reg-
19		 Non
Comp
liance		 BSE
levie
d
SOP
Fine
s		 Comp
ositio
n
of
Com
mitte
e		 Rs.88,
000/-

Hitesh Digitally signed by Hitesh Jagdamkumar Jagdamku Gupta Date: 2023.05.30 mar Gupta 17:50:21 +05'30'

Regd. Off. – B/701, Astor Place Building, Sector No. 3, Charkop, Kandivali West, Mumbai – 400067

CS HITESH J. GUPTA B.Com, ACS

PRACTICING COMPANY SECRETARY

==> picture [44 x 44] intentionally omitted <==

Mobile: +91 9619454784

Email: [email protected]

b) The listed entity has taken the following actions to comply with the observations made in previous report:

S Compl Regul Devi Act Ty Deta Fin Observ Manag Rem r. iance ation/ ation ion pe ils of e ations/ ement arks N Requir Circul s Ta of Viol Am Remar Respo o ement ar No. ke Act atio oun ks of nse . (Regula n ion n t the tions/ by Practic circular ing s/ Compa guideli ny nes Secret includi ary ng specific clause) Not Applicable

Digitally signed Hitesh by Hitesh Jagdamku Jagdamkumar Gupta mar Gupta Date: 2023.05.30 17:50:49 +05'30' Hitesh J. Gupta Practicing Company Secretary M No. A33684 CP No.12722 UDIN: A033684E000424547 Date: 30/05/2023 Place: Mumbai

Regd. Off. – B/701, Astor Place Building, Sector No. 3, Charkop, Kandivali West, Mumbai – 400067

CS HITESH J. GUPTA B.Com, ACS

PRACTICING COMPANY SECRETARY

Mobile: +91 9619454784

Email: [email protected]

==> picture [44 x 44] intentionally omitted <==

Annexure- I

a) The Company has received 8 complaints on SEBI Scores platform during the year from Mr.Sandeep Khurana, ~~-I~~ ndependent Director. The SEBI has sought the clarification from the Company related to these complaints and necessary replies was been made in a timely manner.

b) Mr.Sandeep Khurana, Ex-Independent Director has submitted whistle Blower complaints to BSE and exchange has sought clarification from the Company and necessary submission was made in this matter.

c) Mr.Sandeep Khurana, Ex-Independent Director has submitted 65 pages resignation letter and BSE has sought point wise reply from the Company and necessary submission were made to BSE in the matter.

Hitesh Digitally signed by Hitesh Jagdamkumar Jagdamkumar Gupta Date: 2023.05.30 17:51:07 Gupta +05'30'

Regd. Off. – B/701, Astor Place Building, Sector No. 3, Charkop, Kandivali West, Mumbai – 400067

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