SPEL Semiconductor Ltd. — Audit Report / Information 2023

Jun 29, 2023

Jun 29, 2023

BSE LIMITED Department of Corporate Services Phiroze Jeejeebhoy Tower Dalal Street, Mumbai – 400 001

Dear Sir/Madam,

Scrip Code: 517166

Sub: Compliance under Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Ref: Mail dated June 21, 2023 having subject-Discrepancies in ASRC Report filed under Regulation 24A of SEBI (LODR) Regulation, 2015

Pursuant to Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to Mail received from your good office dated June 21, 2023 having on Discrepancies in ASRC Report filed under Regulation 24A of SEBI (LODR) Regulation, 2015, we enclose herewith the revised Secretarial Compliance Report duly issued by Practicing Company Secretary, for the financial year ended March 31, 2023.

Kindly take the same on record.

Thanking you.

Yours faithfully, For SPEL SEMICONDUCTOR LIMITED

SANKARANARAYANAN SIVARAMAN (FCS 2918) COMPANY SECRETARY

T.BALASUBRAMANIAN

Fes, M.e.S., B.B.A., PGD PM & IR

Company Secretary

Secretarial Compliance Report ofSPEL SEM1CONDUCTOR LIMITED for the yea r ended 31 " March 2023.

To,

SPEL SEMICONDUCTOR LIMITED

5, CMDA Industrial Estate, Maraimalai Nagar - 603 209

I, T. Balasubramanian have examined:

• (a) a ll the documents and record s made available to us and explanation provided b) SI'E1 Semiconductor Limited ("the Listed Entity"),
• (b) the filin gs/submissions made by the listed entity to the stock exc hanges.
• (c) website of the listed entity,
• (d) any other document! filing, as may be relevant, which has been relied upon to make this certification, for the year ended 31 " March 2023 (" Review Period") in respect of compliance with the provisions of:
• (i) the Securities and Exchange Boa rd of India Act, 1992 ("SEBI Act") and the Regulations. c irculars, guidelines issued thereunder; and
• (ii) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regul ations, circulars, guidelines issued thereunder by the Securities and Exc hange Board of India ("SEBI ");

The specifi c Regulations, whose provisions and the circulars! guidelines iss ued thereund er. ha ve been examined, incJude:-

• (a) Securities and Exchange Board of India (Listing Obligations and Disc losure Requirc lllCn h) Regulations, 2015;
• (b) Securities and Exchange Board of India (Issue of Ca pital and Disclosure Requirelllen l» Regulations, 20 18;
• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 20 II ;
• (d) Securities and Exchange Board of India (Buy back of Securities) Regulation s, 20 18;
• (e) Securities and Exchange Board of India (Sha re Based Employee Benefits) Regulations, 2014;
• (I) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulati ons. 2008;
• (g) Securities and Exchange Board of India (Issue and Listing of on-Conve rtible and Redeemable Preference Shares) Regul ations,20 13;
• (h) Securities and Exchange Board of Indi a (Prohibition of Insider Trading) Regulations. 201 5: and Circulars / Guide lines issued thereunder:

and based on the above examination, I

Pa e 1 of 6

<a) The listed entity has complied with the provisions of the above Regul ations and circulars/ guidelines issued thereunder except in respect of matters spec ified below:

Sr.No	Compliance Requirement (Regulations, Circulars, guidelines including specific clause)	Regulation / Circular No.	Deviations	Action taken by	Action	Type of Details Violation	of Fine Amount	Observation / Remarks of the Practicing Company Secretary	Management Response	Remarks
I.	Shareholding Pattern - to be ed 30th fil September, 2022	Reg. 3 1 of Companies Act, 2013	Filed on 15th Decem ber, 2022	BSE	Nil	Delay in filin Shareholding Pattern for the quarter 30th September, 2022	g Ni l	Delay filing.	Nil

Page 2 of 6

Sr.No	Compliance Requirement (Regu latious, Circulars, guidelines including specific clause)	Regulation I Circular No.	Deviations	Action taken by	Type of Action	Details Violation	of Fine Amount	Observatio nl Remarks of the Practicing Company Secretary	Management Response	Remarks
2.	Reconciliation of share capital to be led on 30lh fi September, 2022	Regulation SSA (I) ofSEBI (Depositories and Participants) Regu lations, 1996	Filed on 23'd December, 2022	BSE	Nil	Delay in filing Shareholding Pattern for the quarter 30lh September, 2022	Nil	Filed on 23m Nil December, 2022
3.	Submission of Annual Report	Regulation 34	Submission 21 days on or before the date ofAGM	SEBI	Fine	Non- submission of Annual Report with the prescribed time.	Rs. 2S ,960/-	Fine Paid	Fine paid
4.	Payment of Sa lary and Gratuity to Ex- employees of the Company		Payment of Salary and Gratuity not made to Ex- employees of the Company	NCLT	Case fi	led Non-Payment with NCL T of Salary and Gratuity to Ex employees of the Company		Case is still pending	Case is still pending

*Al1l1l/al Lis/illX Fee is Pel/fiillii fiJl'/ile year 2022-2023 Rs 3540001- (l"cl"fiiJlIi CST)

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(b) The listed entity has taken the following actions to comply with the observations made in previous reports $\Delta t$

$\sim$

(c) The Company has complied with the provisions of the following Regulations and circulars/ guidelines issue thereunder:

Sl. No	Particulars	Observation
1.	Secretarial Standard	The Company has complied Secretarial Standard in accordance with the Auditing Standard issued by ICSI, namely CSAS-1 to CSAS-3
2.	Adoption and timely updation of the Policies	All applicable policies under SEBI Regulations are adopted by the Company with the approval of board of directors of the Company and all the policies are in conformity with SEBI Regulations and has been reviewed & timely updated as per the regulations /circulars /guidelines issued by SEBI
3.	Maintenance and Disclosures on Website	The Company is Maintaining Functional Website and timely Dissemination of documents / information under separate section in website. Also, web-link providing Corporate Governance report under Regulation $27(2)$ is accurate and redirect to the Document
4.	Disqualification of Directors	None of Directors are disqualified under sec.164
5.	To examine details related to Subsidiaries of listed entities:	No Subsidiary Company
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
7.	Performance Evaluation:	The Company has conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every financial year as prescribed in SEBI Regulations
8.	Related Party Transactions:	The Company has obtained prior approval of AuditCommittee for all Related party transactions
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.
10.	Prohibition of Insider Trading:	The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015
		BRAMA
		Company Page Secretary 8710P

$4$ of

I I.	Actions taken by SEBI or Stock Exchange(s), if any:	SEBI imposed fine vide Circular No. 12 dt. 220d SEBIIHOICFD/CMD/CIRJP/2020/ January 2020 on Non-submission of Annual Report with the prescribed time is Rs. 25,960/-. The same has been paid bv the Company.
12.	Additional Non-compliances, if any:	Nil

Place: Chennai Date: 31.05.2023