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MODULEX CONSTRUCTION TECHNOLOGIES LIMITED Regulatory Filings 2024

May 24, 2024

62866_rns_2024-05-24_3c0483f9-fcce-4d39-89b1-b9e4678e1574.pdf

Regulatory Filings

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24[th] May, 2024

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, 2024

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, 2024.

Thanking you,

Yours faithfully,

For Modulex Construction Technologies Limited

Bhoomi Bhoomi Mewada 2024.05.24 Mewada 21:05:29 +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

PRACTICING COMPANY SECRETARY

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CS HITESH J. GUPTA B.Com, ACS

Mobile: +91 9619454784

Email: [email protected]

Secretarial Compliance Report of Modulex Construction Technologies Limited (CIN : L25999PN1973PLC182679) for the financial year ended as on 31[st] March, 2024

  • 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, 2024 (“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 as the Company has not issued shares to the employee during the financial year ended 31[st] March, 2024 under review;

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

Hitesh Digitally signed by Hitesh Jagdamkumar Jagdamkumar Gupta Date: 2024.05.24 Gupta 16:49:22 +05'30'

PRACTICING COMPANY SECRETARY

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CS HITESH J. GUPTA B.Com, ACS

Mobile: +91 9619454784

Email: [email protected]

  • 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, 2024 under review ;

  • f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 - Not Applicable as the Company has not issued or listed any Non-Convertible Securities during the financial year ended as on 31[st] March, 2024 under review;

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

  • h) 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

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

Hitesh Digitally signed by Hitesh Jagdamkum Jagdamkumar Gupta Date: 2024.05.24 ar Gupta 16:49:46 +05'30'

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CS HITESH J. GUPTA B.Com, ACS

PRACTICING COMPANY SECRETARY

Mobile: +91 9619454784

Email: [email protected]

Sr.
No		 Particulars Compliance
Status
(Yes/ No/ NA)		 Observations/
Remarks
by
PCS*
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
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

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

Hitesh Digitally signed by Hitesh Jagdamkumar Jagdamkumar Gupta Date: 2024.05.24 16:50:03 Gupta +05'30'

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

CS HITESH J. GUPTA B.Com, ACS

PRACTICING COMPANY SECRETARY

Mobile: +91 9619454784

Email: [email protected]

Sr.
No		 Particulars Compliance
Status
(Yes/ No/ NA)		 Observations/
Remarks
by
PCS*
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 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.
 Yes Refer Annexure- I
12. Additional Non-compliances, if any:
No any additional non-compliance observed for all SEBI
regulation/circular /guidance note etc.		 N.A. NA

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

Hitesh

Jagdamkumar Gupta

Digitally signed by Hitesh Jagdamkumar Gupta Date: 2024.05.24 16:50:19 +05'30'

PRACTICING COMPANY SECRETARY

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CS HITESH J. GUPTA B.Com, ACS

Mobile: +91 9619454784

Email: [email protected]

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:

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----- Start of picture text -----

Sr. Particulars Compliance
No. Status Observations /Remarks by PCS
(Yes/No/ 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 i. Yes
ii. If the auditor has resigned after 45 days from the end of a
The auditor has resigned after 45 days from the
quarter of a financial year, the auditor before such resignation,
end of a quarter of a financial year on June 10,
has issued the limited review/ audit report for such quarter as ii. Yes 2023 and has issued the audit report for year
well as the next quarter; or ended March 31, 2023 and limited review
iii. If the auditor has signed the limited review/ audit report for the report for quarter ended June 30, 2023
first three quarters of a financial year, the auditor before such
resignation, has issued the limited review/ audit report for the
iii. Yes
last quarter of such financial year as well as the audit report for
such financial year.
2. Other conditions relating to resignation of statutory auditor
i. Reporting of concerns by Auditor with respect to the listed The detailed reasons as per the
entity/its material subsidiary to the Audit Committee: Resignation Letter dated June 10, 2023 are
a. In case of any concern with the management of the listed a. Yes, as per specified in Annexure II
entity/material subsidiary such as non-availability of Resignation letter
information / non-cooperation by the management which dated 10 [th] June, 2023
has hampered the audit process, the auditor has approached
the Chairman of the Audit Committee of the listed entity and
the Audit Committee shall receive such concern directly and
immediately without specifically waiting for the quarterly
Audit Committee meetings.
----- End of picture text -----*

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

Hitesh Jagdamkumar Gupta

Digitally signed by Hitesh Jagdamkumar Gupta Date: 2024.05.24 16:50:35 +05'30'

PRACTICING COMPANY SECRETARY

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

CS HITESH J. GUPTA B.Com, ACS

Mobile: +91 9619454784

Email: [email protected]

Sr. Particulars Compliance
No.
Status		 Observations /Remarks by PCS*
(Yes/No/ NA)
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.		 b.Yes, as per
Resignation letter
dated 10thJune, 2023
c. Yes,as per
Resignation letter
dated 10thJune, 2023
ii. NA		 No such event has occurred during the
reporting period. Hence, the same is not
applicable.
**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.		 3. Yes

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

Hitesh Digitally signed by Hitesh Jagdamkumar Jagdamkumar Gupta Date: 2024.05.24 16:50:54 Gupta +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:

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----- Start of picture text -----

Sr. Observat
Compliance
No ions/
Requirement
. Regul Detai Remarks
(Regulations/ Fine
ation/ Action Type of ls of of the Management Rema
circulars/ Deviations Amoun
Circul Taken by Action Viola Practicin Response rks
guidelines t
ar No. tion g
including
Company
specific clause)
Secretary
3. Regulation 33 of Reg-33 Late BSE levied Impositio Late Rs. Late There was
SEBI LODR submission SOP Fines n of SOP submi 4,25,000 submissi resignation by
Fine ssion /- on of the existing
June- 23 of report by auditor before
85 days the completion
report
of their term.
by 85
This
days
necessitated
4. Regulation 33 of Reg-33 Late BSE levied Impositio Late Rs. Late
appointment of
SEBI LODR submission SOP Fines n of SOP submi 1,05,000 submissi new auditor.
Fine ssion /- on of
September- of report by
There was delay
23 report 21 days in submission of
by 21 Q1 Financial
days Results by the
existing auditor.
----- End of picture text -----

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

Hitesh Digitally signed by Hitesh Jagdamkumar Jagdamkuma Gupta Date: 2024.05.24 r Gupta 16:51:13 +05'30'

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CS HITESH J. GUPTA B.Com, ACS

PRACTICING COMPANY SECRETARY

Mobile: +91 9619454784

Email: [email protected]

The
Company
appointed new
auditor in place
of
resigned
auditor;
they
requested
adequate
time
to
understand
the Company’s
business model
and review the
financial
reporting
process.
There
was
requirement of
submission
of
Statement
of
Assets
and
Liabilities
for
Q2 23-24. The
Management
accepted
auditors request
to
allow
sufficient
time
to complete the
audit and issue
limited
review
report.

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

Hitesh Digitally signed by Hitesh Jagdamkumar Jagdamkumar Gupta Date: 2024.05.24 16:51:29 Gupta +05'30'

PRACTICING COMPANY SECRETARY

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

CS HITESH J. GUPTA B.Com, ACS

Mobile: +91 9619454784

Email: [email protected]

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

Sr.
No
.		 Complianc
e
Requireme
nt
(Regulations
/
circulars/
guidelines
including
specific
clause)		 Regulatio
n/
Circular
No.		 Deviatio
ns		 Actio
n
Take
n by		 Type
of
Actio
n		 Details of
Violation		 Fine
Amount		 Observation
s/ Remarks
of
the
Practicing
Company
Secretary		 Manageme
nt
Response		 Remar
ks
1. Regulation
24A of SEBI
LODR, 2015		 Reg- 24A Late
submissio
n		 BSE
levied
SOP
Fines		 Late
submissio
n of report
by 96 days		 Rs.1,92,000
/-		 Late
submission
of report by
96 days		 There
was
delay
in
submission
of certificate
under
Regulation
24A due to
late
to
submission
of
financial
results.
2. Regulation 31
of
SEBI
LODR, 2015		 Reg-31 Late
submissio
n Jun-22		 BSE
levied
SOP
Fines		 Late
submissio
n of report
by 9days		 Rs.18,000/- Late
Submission
of report by
**9 days **		 Delay
in
submission
of the results
happened

Hitesh Digitally signed by Hitesh Jagdamkumar Jagdamkumar Gupta Date: 2024.05.24 16:51:45 Gupta +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]

Sr.
No
.		 Complianc
e
Requireme
nt
(Regulations
/
circulars/
guidelines
including
specific
clause)		 Regulatio
n/
Circular
No.		 Deviatio
ns		 Actio
n
Take
n by		 Type
of
Actio
n		 Details of
Violation		 Fine
Amount		 Observation
s/ Remarks
of
the
Practicing
Company
Secretary		 Manageme
nt
Response		 Remar
ks
3. Regulation
33 of SEBI
LODR		 Reg-33 Late
submissio
n
Mar-22		 BSE
levied
SOP
Fines		 Late
submissio
n of report
by 95days		 Rs.4,75,000
/-		 Late
submission
of report by
**95 days **		 due
to
unavoidable
circumstance
s
,
Management
has
taken
necessary
actions
to
submit
the
compliances
in a timely
manner
4. Regulation
33 of SEBI
LODR		 Reg-33 Late
submissio
n
Jun-22		 BSE
levied
SOP
Fines		 Late
submissio
n of report
by 171 days		 Rs.8,55,000
/-		 Late
submission
of report by
171 days
5. Regulation
33 of SEBI
LODR		 Reg-33 Late
submissio
n
Sep-22		 BSE
levied
SOP
Fines		 Late
submissio
n of report
by 124 days		 Rs.6,20,000
/-		 Late
submission
of report by
124 days
6. Regulation
33 of SEBI
LODR		 Reg-33 Late
submissio
n
Dec-22		 BSE
levied
SOP
Fines		 Late
submissio
n of report
by 42 days		 Rs.2,10,000
/-		 Late
submission
of report by
42 days

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

Hitesh Jagdamkuma r Gupta

Digitally signed by Hitesh Jagdamkumar Gupta Date: 2024.05.24 16:53:02 +05'30'

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

CS HITESH J. GUPTA B.Com, ACS

PRACTICING COMPANY SECRETARY

Mobile: +91 9619454784

Email: [email protected]

Sr.
No
.		 Complianc
e
Requireme
nt
(Regulations
/
circulars/
guidelines
including
specific
clause)		 Regulatio
n/
Circular
No.		 Deviatio
ns		 Actio
n
Take
n by		 Type
of
Actio
n		 Details of
Violation		 Fine
Amount		 Observation
s/ Remarks
of
the
Practicing
Company
Secretary		 Manageme
nt
Response		 Remar
ks
7. Regulation 19 Reg-19 Non
Complianc
e		 BSE
levied
SOP
Fines		 Compostio
n
of
Committee		 Rs.1,68,000
/-		 During
the
year
NRC
committee
was
not
constituted
as per the
requiremen
ts		 Reconstitutio
n
of
Committee
was
carried
out
8. Regulation 19 Reg-19 Non
Complianc
e		 BSE
levied
SOP
Fines		 Compositi
on
of
Committee		 Rs.88,000/-

Hitesh Digitally signed by Hitesh Jagdamkumar Jagdamkumar Gupta Date: 2024.05.24 16:52:46 Gupta +05'30'

Hitesh J. Gupta Practicing Company Secretary M No. A33684 CP No.12722 UDIN: A033684F000443401 Date: May 24,2024 Place: Mumbai

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]

Annexure I

  • a) The Company had made late submissions with respect to Outcome of Board Meeting held on 14[th] February, 2024 to consider the Financial Results of the Company for the quarter ended 31[st] December 2023. The BSE had sought the clarification from the Company related to the late submissions being made and necessary reply was been made in a timely manner.

  • b) The Company had made delayed submission with respect to the proceedings of the Annual General Meeting held on 26[th] September, 2023. The BSE had sought clarification from the Company related to the delayed submission being made and necessary reply was been made in a timely manner.

==> picture [117 x 51] intentionally omitted <==

----- Start of picture text -----

Hitesh Digitally signed by Hitesh
Jagdamku Jagdamkumar Gupta
Date: 2024.05.24
mar Gupta 16:52:22 +05'30'
----- End of picture text -----

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]

Annexure II

Detailed reasons of the resignation as per the Resignation letter dated June 10, 2023 are specified below:

  1. Various complaints were raised by one of the independent directors of the Company in the year 2022 (including whistleblower complaints and complaints raised through SEBI Scores platform). Due to this, the Company was occupied with the replies to said complaints. Further as statutory auditors, we too had to prepare and file the necessary response to comply with the legal requirements. This has resulted into delays and hampering our audit / limited review work.

  2. Due to these complaints, we, as statutory auditors of the Company, had to appear before various regulatory bodies. As a result, our other pre-planned work and other assignments had to suffer in terms of timely completion.

  3. The aforesaid independent director, in spite of our specific reply, went on to send e-mails on almost daily basis, to all the partners and others in the firm (including one ex-partner, who retired from the Firm a couple of years back) in relation to whistleblower complaint filed by him. This chain of e-mails, which we strongly believe, were not required to be sent to us and should have been rightly directed to Audit Committee/Board of Directors. This attitude of the said director caused a lot of mental stress & agony to all of us during the past few months.

  4. Moreover, it has been our experience that on several occasions, we, as statutory auditors, were not getting the required information/clarifications/supporting document etc. in a timely manner. This was putting undue pressure on us in completion of our obligations in a timely manner. You will appreciate that such kind of unwanted & undesirable pressure may, at times, get someone into a situation where one may have to compromise on the quality of work & deliverables. We believe this is certainly avoidable.

  5. Further, there were considerable delays in the payment of our professional fees by the Company which resulted in an unpleasant situation on a few occasions.

Hitesh Digitally signed by Hitesh Jagdamkumar Jagdamkumar Gupta Date: 2024.05.24 16:52:03 Gupta +05'30'

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

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