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PHOENIX TOWNSHIP LIMITED :
Corp. Office : Hede House,
14, BEST Marg, Colaba, Mumbai - 400 001.
Tel. : (9122 ) - 6159 0900 E-mall :admin@hbgindia.com
Website : www.hbgindia.com
Park Inn by Radisson Sequeira Vado, Candolim,
Goa - 408616 Tel.: (91-832) 6633333/ 103
E-mail : info@pirgoa.com
Phoenix lsland Resort Pozhiyoor PO, Poovar,
Thiruvanathapuram, Poovar, Kerala - 695 513.
Tel.: +91 97471 29948 bookings poovar@phoenixresortsin
REGD. OFF. : Durga Bhavan, Hede Gentre, Tonca,
Panaji, Goa - 403 001 Tel.{(91-832)-6642724/6453265
E-mail : hbggoa@yahoo.co.n
CIN : L67190GA1993PLC001327
Date: 27.05.2025
To,
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400001.
: ission of Annual Secretarial Compliance R for
year ended 315t March, 2025
Dear Sir,
In Compliance of regulation 24A SEBI (Listing Obligation Disclosure
Requirement) Regulation, 2015 Please find the enclosed copy of Annual
Secretarial Compliance Report dated 27t May, 2025.
Thanking You
Managing Director
(DIN: 01411689)
MEMBER HEDE BUSINESS GROUP
----------------Page (0) Break----------------
KOTHARI H. & ASSOCIATES
COMPANY SECRETARIES
HITESH KOTHARI (LLB, B. Com, IP, FCS)
SONAM JAIN (B. Com, FCS)
1
Fort: 815, 8th Floor, BSE Building, Dalal Street, Fort, Mumbai-400001. Office No.- 7715964607/
9920629460
Kandivali: A 1, Satya Co-Op Housing Society, Opp. Telephone Exchange, S V Road, Kandivali (West),
Mumbai-400067.E-mail: info@khacs.com, Website: www.khacs.com
SECRETARIAL COMPLIANCE REPORT
OF PHOENIX TOWNSHIP LIMITED FOR THE YEAR ENDED 31ST MARCH, 2025
[Pursuant to the Regulation 24A of SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019
dated February 8, 2019]
To,
The Board of Directors
PHOENIX TOWNSHIP LIMITED
We Kothari H. & Associates, Practising Company Secretaries, have examined:
(a) all the documents and records made available to us and explanation provided by
Phoenix Township 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 31st March, 2025 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 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; (Not Applicable for 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; (Not Applicable for the Review Period)
(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021; (Not Applicable for the Review Period)
----------------Page (1) Break----------------
KOTHARI H. & ASSOCIATES
COMPANY SECRETARIES
HITESH KOTHARI (LLB, B. Com, IP, FCS)
SONAM JAIN (B. Com, FCS)
2
Fort: 815, 8th Floor, BSE Building, Dalal Street, Fort, Mumbai-400001. Office No.- 7715964607/
9920629460
Kandivali: A 1, Satya Co-Op Housing Society, Opp. Telephone Exchange, S V Road, Kandivali (West),
Mumbai-400067.E-mail: info@khacs.com, Website: www.khacs.com
(f) Securities and Exchange Board of India (Issue and Listing of Non – Convertible
Securities) Regulations, 2021; (Not Applicable for the Review Period)
(g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015;
(h) Any other regulations as applicable and circulars/ guidelines issued thereunder;
and based on the above examination,
We hereby report that, during the Review Period:
(a) The listed entity has complied with the provisions of the above Regulations circulars/
guidelines issued thereunder, except in respect of matters specified below:
** ** The Company has received an email from the Stock Exchange regarding:
The Company has received an email from BSE dated 15th July, 2024, regarding non-compliance of
Regulation 23(9) for non-submission of related party transaction for the half year ended 31.03.2024
within the prescribed time limit, but the fine was paid by the company and complied the Regulation.
S
r
.
N
o
.
Compliance
Requirement
(Regulations/
circulars /
guidelines
including
specific
clause)
Regulation
/
Circular
No.
Deviatio
ns
Action
Taken by
Typ
e of
Acti
on
Details of
Violation
Fine
Amount
Observation/
Remarks of the
Practicing Company
Secretary
(PCS)
Manage
ment
Respons
e
Remar
ks
1 Disclosure of
related party
transactions
on
consolidated
basis
Regulatio
n 23 (9)
-- Fine levied
by the BSE
** ** 5,900/- The Company had
paid the fine
levied for Non
filing of Related
Party Transaction
within the
prescribed time
limit for half year
ended on 31.03
2024 .
The
The
delay
was not
intentio
nal.
Fine
has
been
paid
by the
Compa
ny
----------------Page (2) Break----------------
KOTHARI H. & ASSOCIATES
COMPANY SECRETARIES
HITESH KOTHARI (LLB, B. Com, IP, FCS)
SONAM JAIN (B. Com, FCS)
3
Fort: 815, 8th Floor, BSE Building, Dalal Street, Fort, Mumbai-400001. Office No.- 7715964607/
9920629460
Kandivali: A 1, Satya Co-Op Housing Society, Opp. Telephone Exchange, S V Road, Kandivali (West),
Mumbai-400067.E-mail: info@khacs.com, Website: www.khacs.com
(b) The listed entity has taken the following actions to comply with the observations made
in previous reports:
Sr.
No
.
Observation
s/
Remarks of
the
Practicing
Company
Secretary in
the previous
reports
Observatio
ns made in
the
secretarial
compliance
report for
the year
ended
(The years
are to be
mentioned)
Compliance
Requireme
nt
(Regulation
s /Circular/
Guidelines
including
specific
clause)
Details of
Violation
/
Deviatio
ns and
actions
taken
/penalty
imposed,
if any on
the listed
entity
Remedi
al
Actions,
taken
by the
listed
entity, if
any
Commen
ts of the
Practicin
g
Company
Secretar
y on the
actions
taken by
the listed
entity
(C) We hereby report that, during the review period the compliance status of the listed
entity with the following requirements:
Sr.
No
Particulars Compliance
Status
(Yes/No/NA)
Observation s/
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
2. Adoption and timely updation of
the Policies:
• All applicable policies under SEBI
剥最畬慴椀潮猠 慲攠 慤潰瑥搠 睩瑨 瑨攀
慰灲潶慬 潦 戀潡牤 潦 摩爀散瑯爀猀 潦 瑨攀
汩猀琀敤渀瑩琀椀攀猀⸠
• All the policies are in conformity
睩瑨 匀䕂䤠剥最畬慴椀潮猠慮搠桡瘀攠戀敥渀
牥瘀椀敷敤 ☀ 甀灤慴敤 潮 瑩洀攬 慳 瀀敲
夀敳
----------------Page (3) Break----------------
KOTHARI H. & ASSOCIATES
COMPANY SECRETARIES
HITESH KOTHARI (LLB, B. Com, IP, FCS)
SONAM JAIN (B. Com, FCS)
4
Fort: 815, 8th Floor, BSE Building, Dalal Street, Fort, Mumbai-400001. Office No.- 7715964607/
9920629460
Kandivali: A 1, Satya Co-Op Housing Society, Opp. Telephone Exchange, S V Road, Kandivali (West),
Mumbai-400067.E-mail: info@khacs.com, Website: www.khacs.com
the regulations/ circulars/guidelines
issued by SEBI.
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 redirects to the relevant
document(s)/section of the website.
Yes
4. Disqualification of Director(s):
None of the director(s) of the listed
entity 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.
Yes
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
Yes
----------------Page (4) Break----------------
KOTHARI H. & ASSOCIATES
COMPANY SECRETARIES
HITESH KOTHARI (LLB, B. Com, IP, FCS)
SONAM JAIN (B. Com, FCS)
5
Fort: 815, 8th Floor, BSE Building, Dalal Street, Fort, Mumbai-400001. Office No.- 7715964607/
9920629460
Kandivali: A 1, Satya Co-Op Housing Society, Opp. Telephone Exchange, S V Road, Kandivali (West),
Mumbai-400067.E-mail: info@khacs.com, Website: www.khacs.com
committees at the start of every
financial year/during the financial
year as prescribed in SEBI
Regulations.
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
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 (or) The actions
taken against the listed entity/ its
promoters/ directors/ subsidiaries
Yes
----------------Page (5) Break----------------
KOTHARI H. & ASSOCIATES
COMPANY SECRETARIES
HITESH KOTHARI (LLB, B. Com, IP, FCS)
SONAM JAIN (B. Com, FCS)
6
Fort: 815, 8th Floor, BSE Building, Dalal Street, Fort, Mumbai-400001. Office No.- 7715964607/
9920629460
Kandivali: A 1, Satya Co-Op Housing Society, Opp. Telephone Exchange, S V Road, Kandivali (West),
Mumbai-400067.E-mail: info@khacs.com, Website: www.khacs.com
*Observations/Remarks by PCS are mandatory if the Compliance status is provided as ‘No’ or,’NA’
We further, report that the listed entity is in compliance/ not in compliance with the
disclosure requirements of Employee Benefit Scheme Documents in terms of regulation
46(2) (za) of the LODR Regulations. Not Applicable
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. Our responsibility is to report based upon our examination of relevant documents and
information. This is neither an audit nor an expression of opinion.
3. We have not verified the correctness and appropriateness of financial records and
books of account of the listed entity.
4. This report is solely for the intended purpose of compliance in terms of Regulation 24A
(2) of the SEBI (LODR) 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.
either by SEBI or by Stock Exchanges
are specified in the last column.
12. Resignation of statutory auditors
from the listed entity or its material
subsidiaries:
In case of resignation of statutory
auditor from the listed entity or any of
its material subsidiaries during the
financial year, the listed entity and / or
its material subsidiary(ies) has / have
complied with paragraph 6.1 and 6.2
of section V-D of chapter V of the
Master Circular on compliance with
the provisions of the LODR
Regulations by listed entities.
NA There was no
resignation of
statutory auditors
from the Company
or its material
subsidiary
13. Additional Non-compliances, if any:
No additional non-compliances
observed for any SEBI
regulation/circular/guidance note etc.
except as reported above.
Yes
----------------Page (6) Break----------------
KOTHARI H. & ASSOCIATES
COMPANY SECRETARIES
HITESH KOTHARI (LLB, B. Com, IP, FCS)
SONAM JAIN (B. Com, FCS)
7
Fort: 815, 8th Floor, BSE Building, Dalal Street, Fort, Mumbai-400001. Office No.- 7715964607/
9920629460
Kandivali: A 1, Satya Co-Op Housing Society, Opp. Telephone Exchange, S V Road, Kandivali (West),
Mumbai-400067.E-mail: info@khacs.com, Website: www.khacs.com
KOTHARI H & ASSOCIATES
Company Secretaries
(Peer review : 5312/2023)
Hitesh Kothari
FCS No: F6038 Place: Mumbai
COP NO: 26758 Date: 27.05.2025
UDIN: F006038G000449019
----------------Page (7) Break----------------