SPEL Semiconductor Ltd. — Regulatory Filings 2021

Jun 17, 2021

==> picture [118 x 40] intentionally omitted <==

SPEL Semiconductor Limited

an IC Assembly & Test Company

M/s BSE Limited, 17-

Phiroze Jeejeebhoy Towers,

Dalal Street- Mumbai- 400001.

Dear Sirs, Scrip Code:517166

Sub: Compliance as per Regulation 24 A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Financial Year ended March 31, 2021.

With reference to the subject cited, please find attached the Certificate from Practicing Company Secretary under Regulation 24 A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Financial Year ended March 31, 2021.

Please take the above on record.

Thanking you, For SPEL Semiconductor Limited, S/d [D.Balakrishnan] Chief Executive Officer & Director

Encl: As above

CIN : L32201TN1984PLC011434 eMail : info@spel.com

US Sales Office 4030 Moorpark Ave # 236 San Jose, CA 95117, USA Ph : 1 (408) 512 - 1005

Registered Office & Factory 5 CMDA Industrial Estate MM Nagar (Chennai) 603 209, India Ph : 91 (44) 4740 5300 Fax : 91 (44) 4740 5303 / 5404

Website : www.spel.com

T. BALASUBRAMANIAN FCS, M.C.S., B.B.A., PGD PM IR COMPANY SECRETARY

Secretarial Compliance Report of SPEL SEMICONDUCTOR LIMITED for the year ended 31[st ] March 2021.

To

SPEL SEMICONDUCTOR LIMITED 5, CMDA Industrial Estate, Maraimalai Nagar – 603 209

I, T. Balasubramanian have examined:

• (a) all the documents and records made available to us and explanation provided by Spel Semiconductor Limited (“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 document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended 31[st] March 2021 (“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

• (1) 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 ;

• (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;

• (e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

BALASUBR Digitally signed by BALASUBRAMANIAN AMANIAN Date: 2021.06.16 10:29:29 +05'30'

New No.8, Old No.19, Second Cross Street, 1[st] Main Road, Kalaimagal Nagar, Ekkattuthangal, Chennai – 600032. Ph: 044 4850 1955 Mobile: 98400 98886 Email-Id: leadcs@gmail.com

• (f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

• (g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations,2013;

• (h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and Circulars / Guidelines issued thereunder:

and based on the above examination, I hereby report that, during the Review Period:

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

Sr. No.	Compliance Requirement (Regulations, Circulars, guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary
1.	Regulation 29(1)(a) – Board Meeting Board Meeting for approval of Unaudited Financial Results for the Second Quarter ended on Sep 30, 2020.	Board Meeting for the second quarter has not been held before due date. 51 days delay in convening the said meeting.	Board Meeting for the second quarter was held on 06.01.2021 after due date viz., 15.11.2020.
2.	Regulation 29(1)(a) – Board Meeting Board Meeting for approval of Unaudited Financial Results for the Third Quarter ended on Dec 31, 2020.	Board Meeting for the third quarter has not been held before due date. 7 days delay in convening the said meeting.	Board Meeting for the Third Quarter was held on 22.02.2021 after due date viz., 15.02.2021.
3.	Regulation 6(1) – appointment of qualified Company Secretary as Compliance Officer Appointment of Company Secretary and Compliance Officer	Whole Time Company Secretary and Compliance Officer has not been appointed for FY 2020-21	The Company has not appointment a qualified Company Secretary and Compliance Officer for the Financial Year 2020-21

(b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my examination of those records.

BALASUBR Digitally signed by BALASUBRAMANIAN AMANIAN Date: 2021.06.16 10:29:56 +05'30'

(c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

Sr. No.	Action taken by	Details of violation	Details of action taken e.g. fines, warning letter, debarment, etc.	Observations/ remarks of the Practicing Company Secretary, if any.
1.	SEBI	Regulation 33 Non-submission of the financial results within the period prescribed under this regulation	47200 (December 2020)	The fine amount has not been paid by SPEL.
2.	SEBI	Regulation 13(3) Non-submission of the statement on shareholder complaints within the period prescribed under this regulation or under any circular issued in respect of redressal of investor grievances	9440 (September 2020)	The fine amount has not been paid by SPEL.
3.	SEBI	Regulation 27(2)Non- submission of the Corporate governance compliance report within the period provided under this regulation		The fine amount has not been paid by SPEL.
			33040
			(September 2020)
4.	SEBI	Regulation 31 Non-submission of shareholding pattern within the period prescribed	94400 (September 2020)	The fine amount has not been paid by SPEL.
5.	SEBI	Regulation 33 Non-submission of the financial results within the period prescribed under this regulation	171100 (Mar 2020)	The fine amount has not been paid by SPEL.

BALASUBR Digitally signed by BALASUBRAMANIAN AMANIAN Date: 2021.06.16 10:30:12 +05'30'

	6.	SEBI	Reg. 6(1) – Non-compliance with requirement to appoint a qualified company secretary as the compliance officer	108560	The fine amount has not been paid by SPEL.
				September 2020)

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

	Sr. No.	Observations of the Practicing Company Secretary in the previous reports	Observations made in the secretarial compliance report for the year ended Mar 31, 2020	Actions taken by the listed entity, if any	Comments of the Practicing Company Secretary on the actions taken by the listed entity
	1.	Late filing of the Shareholding pattern for December 2019 quarter			The company has complied with the observation made in the previous report.
			The Shareholding	The Company
			pattern for	has filed the
			December 2019	Shareholding
			quarter was filed on	pattern for
			05-02-2020 instead of 21-01-2020	December 2019
				quarter on
				05-02-2020.
	2.	Late filing of the Shareholding pattern for March 2020 quarter			The company has complied with the observation made in the previous report.
			The Shareholding	The Company
			pattern for	has filed the
			March 2020 quarter	Shareholding
			was filed on 11-	pattern for
			06-2020 instead of 21-04-2020	March 2020
				quarter on
				11-06-2020.
	3.	Late filing of the Audit Report for Reconciliation of Share capital pertaining to March 2020 quarter			The company has complied with the observation made in the previous report.
			The Audit Report for	The Company
			Reconciliation of	has filed the
			Share capital	Audit Report for
			pertaining to March	Reconciliation of
			2020 quarter was	Share capital for
			filed on 11-06-2020 instead of 30-04-2020	March 2020
				quarter on 11-06-2020.
	4.	Late filing of the financial results for June 2019 quarter			The company has complied with the observation made in the previous report.
				The Company
			The financial results	has filed the
			for June 2019	financial results
			quarter was filed on 16-08-2019 instead of 15-08-2019	for June 2019
				quarter on
				16-08-2019.
	5.	Late filing of the Corporate Governance Report for December 2019 quarter			The company has complied with the observation
			The Corporate	The Company
			Governance	has filed the
			Report for December	Corporate
			2019 Quarter was	Governance

BALASUBR Digitally signed by BALASUBRAMANIAN AMANIAN Date: 2021.06.16 10:30:26 +05'30'

==> picture [456 x 261] intentionally omitted <==

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

filed on 29-01-2020 Report for made in the
instead of December 2019 previous report.
15-01-2020. Quarter on
29-01-2020.
6. Late filing of the The Corporate The Company The company
Corporate Governance Governance has filed the has complied
Report for March 2020 Report for March Corporate with the
quarter. 2020 quarter was Governance observation
filed on 11-06-2020 Report for March made in the
instead of 2020 quarter on previous report.
15-04-2020. 11-06-2020.
Place: ChennaiDate: 08.06.2021 BALASUBRAMANIAN Digitally signed by BALASUBRAMANIAN Date: 2021.06.16 10:30:38 +05'30'
T. BALASUBRAMANIAN
FCS No.: 7987
C P No.: 3402
UDIN: F007987C000433214
----- End of picture text -----