Simplex Realty Limited — Audit Report / Information 2023

May 26, 2023

==> picture [120 x 53] intentionally omitted <==

26[th] May, 2023

Department of Corporate Services

BSE Limited P. J. Towers, Dalal Street, Mumbai-400001

Dear Sir,

Security Code: 503229

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

Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended, we enclose herewith the Annual Secretarial Compliance Report issued by Taher Sapatwala and Associates, for the year ended 31[st] March, 2023 for your information and record.

Kindly take the same on record.

Thanking you,

Yours faithfully, For Simplex Realty Limited KINJAL Digitally signed by KINJAL PRATIK PRATIK SHAH Date: 2023.05.26 SHAH 17:48:58 +05'30'

Kinjal P Shah Company Secretary & Compliance Officer

Encl: as above

==> picture [452 x 82] intentionally omitted <==

==> picture [176 x 75] intentionally omitted <==

==> picture [168 x 69] intentionally omitted <==

SECRETARIAL COMPLIANCE REPORT OF SIMPLEX REALTY LIMITED FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023

I, Taher Saifuddin Sapatwala, a Practicing Company Secretary has examined:

• (a) all the documents and records made available to me and explanation provided by M/s. Simplex Realty Limited having Corporate Identification Number L17110MH1912PLC000351] and whose equity shares are listed at BSE Limited with Scrip Code ‘503229 Limited (hereinafter referred to as “the listed entity”),

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

• (c) website of the listed entity,

• (d) other documents/ filings, as may be relevant, which has been relied upon to make this certification,

for the year ended 31st March, 2023 (“Review Period”) in respect of compliance with the provisions of:

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

• (2) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, 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; (there were no events requiring compliance during the Review Period)

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

• (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (there were no events requiring compliance during the Review Period)

• (e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (there were no events requiring compliance during the Review Period)

• (f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (there were no events requiring compliance during the Review Period)

==> picture [115 x 77] intentionally omitted <==

Email: saptaher@gmail.com

Add : 1302, Arihant Heights, N M Joshi Marg, Byculla West, Mumbai 400027

==> picture [176 x 75] intentionally omitted <==

==> picture [168 x 69] intentionally omitted <==

• (g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (there were no events requiring compliance during the Review Period)

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

• (i) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

and circulars/ guidelines issued thereunder; as amended;

and based on the above examination and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the onset of Covid-19 pandemic, I hereby report that, during the Review Period the compliance status of the listed entity is appended as below:

Sno.		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 India (ICSI), as notified by the Central Government under section 118(10) of the Companies Act, 2013 and mandatorily applicable.	YES	-
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 have been reviewed & updated on time, as per the regulations/circulars/guidelines issued by SEBI	YES YES	- -
3.		Maintenance and disclosures on Website: • The Listed entity is maintaining a functional website • Timely dissemination of the documents/ information under a 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 document(s)/ section of the website	YES YES YES	- - -
4.		Disqualification of Director: None of the Director(s) of the Company is/ are disqualified under Section 164 of Companies Act, 2013 as confirmed by the listed entity.	YES	-
5.		Details related to Subsidiaries of listed entities have been examined w.r.t.: (a) Identification of material subsidiary companies (b) Disclosure requirement of material as well as other subsidiaries	NA NA	- -

Email: saptaher@gmail.com

Add : 1302, Arihant Heights, N M Joshi Marg, Byculla West, Mumbai 400027

==> picture [176 x 75] intentionally omitted <==

==> picture [168 x 69] intentionally omitted <==

Sno.		Particulars	Compliance Status (Yes/No/ NA)	Observations/ Remarks by PCS*
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	-
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/during the financial year as prescribed in SEBI Regulations.	YES	-
8.		Related Party Transactions: (a) The listed entity has obtained prior approval of Audit Committee for all related party transactions; or (b) The listed entity has provided detailed reasons along with confirmation whether the transactions were subsequently approved /ratified /rejected by the Audit Committee, in case no prior approval has been obtained.	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	-
10.		Prohibition of Insider Trading: The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015.	YES	-
11.		Actions taken by SEBI or Stock Exchange(s), if any: No action(s) has been 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 except as provided under separate paragraph herein.	YES	-
12.		Additional Non-compliances, if any: No additional non-compliance observed for any SEBI regulation/circular/guidancenote etc.	YES	-

==> picture [135 x 84] intentionally omitted <==

Email: saptaher@gmail.com

Add :

1302, Arihant Heights, N M Joshi Marg, Byculla West, Mumbai 400027

==> picture [176 x 75] intentionally omitted <==

==> picture [168 x 69] intentionally omitted <==

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:

Sno.	Particulars	Compliance Status (Yes/No/ NA)	Observations/ Remarks by PCS*
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 for such financial year.	NA NA NA	Statutory Auditor is in continuation of its term -
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 the listed entity and the Audit 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	NA NA NA NA	- - - -

Email: saptaher@gmail.com

Add : 1302, Arihant Heights, N M Joshi Marg, Byculla West, Mumbai 400027

==> picture [176 x 75] intentionally omitted <==

==> picture [168 x 69] intentionally omitted <==

	ICAI / NFRA, in case where the listed entity/ its material subsidiary has not provided information as required by the auditor.	NA	-
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 18th October,2019.	NA	-

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

(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:

Sno	Com- pliance Require- ment (Regu- lations/ circulars/ guidelines including specific clause)	Regu- lation/ Circular No.	Deviations	Action Taken by	Type of Action	Details of Vio- lation	Fine Amount	Obser- vations/ Remarks of the Prac- ticing Compa- ny Sec- retary	Manage- ment Response	Remarks
	NIL				Advisory/ Clarification/ Fine/Show Cause Notice/ Warning, etc.

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

Sno	Com- pliance Require- ment (Regu- lations/ circulars/ guidelines including specific clause)	Regu- lation/ Circular No.	Deviations	Action Taken by	Type of Action	Details of Vio- lation	Fine Amount	Obser- vations/ Remarks of the Prac- ticing Compa- ny Sec- retary	Manage- ment Re- sponse	Remarks
	NIL				Advisory/ Clarification/ Fine/Show Cause Notice/ Warning, etc.

Email: saptaher@gmail.com

Add : 1302, Arihant Heights, N M Joshi Marg, Byculla West, Mumbai 400027

==> picture [176 x 75] intentionally omitted <==

==> picture [168 x 69] intentionally omitted <==

Assumptions & Limitation of scope and Review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

2. My responsibility is to certify based upon the examination of relevant documents and information. This is neither an audit nor an expression of opinion.

3. I have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.

4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

==> picture [135 x 83] intentionally omitted <==

Taher Sapatwala & Associates Company Secretaries FCS: 8029 | C.P. No. 16149 Peer Review Cert. No.: 2703/2022 UDIN: F008029E000372448

Mumbai, 25th May, 2023

Email: saptaher@gmail.com

Add : 1302, Arihant Heights, N M Joshi Marg, Byculla West, Mumbai 400027