April 16, 2024 | ||
The Deputy Manager | The Company Secretary | Manager - Listing |
Department of Corporate | The Calcutta Stock | Metropolitan Stock |
Services | Exchange Ltd. | Exchange of India Ltd. |
BSE Limited | 7, Lyons Range | Building A, Unit 205A, 2nd Floor |
P. J. Towers, Dalal Street, | Kolkata-700 001 | Piramal Agastya Corporate |
Fort, Mumbai - 400 001 | Park, L.B.S Road, Kurla West | |
Mumbai - 400070 |
Ref: Scrip Code BSE - 535730, CSE-10021144,MSEIL - KHOOBSURAT
Sub: Submission of Annual Secretarial Compliance Report
Respected Sir or Madam,
With reference to the above captioned subject matter and pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. ClR/CFD/CMD1/27/ 2019 dated 8 February 2019; we are forwarding herewith Annual Secretarial Compliance Report for the Financial Year 2023-24.
Kindly take the same on your record & oblige.
Thanking You,
Yours Faithfully,
For KHOOBSURAT LIMITED
SANJAY MISHRA
DIN: 09048557
MANAGING DIRECTOR
Enclosed: Annual Secretarial Compliance Report
CIN: L23209WB1982PLC034793
Website: www.khoobsuratltd.co.in
Company Secretaries
4, Ho Chi Minh Sarani, KBR Complex, Flat No. 3C, Kolkata - 700 071 Mobile: +91 98361 62295, Email: kritisdaga@gmail.com
To
The Board of Directors
Khoobsurat Limited
Kolkata - 700 001
Sub.: Annual Secretarial Compliance Report for the Financial Year 2023-24
Dear Sir,
We have been engaged by M/s. Khoobsurat Limited (hereinafter referred to as the "Company") bearing CIN: L23209WB1982PLC034793 whose Equity Shares are listed on BSE Limited (BSE), Metropolitan Stock Exchange of India (MSEIL) and on Calcutta Stock Exchange Association Ltd. (CSE) to conduct an Audit in terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8th February 2019, including recent update by SEBI on said Circular, and to issue the Annual Secretarial Compliance Report thereon.
It is the responsibility of the management of the Company records, devise proper systems to ensure Compliance with the provisions of all the applicable SEBI Regulations and Circulars/Guidelines issued thereunder from time to time and to ensure that the systems are adequate and are operating effectively.
Our responsibility is to verify Compliance by the Company with the provisions of all applicable SEBI Regulations and Circulars/Guidelines issued from time to time and issue a Report thereon.
Our Audit was conducted in accordance with Guidance Note on Annual Secretarial Compliance Report issued by the Institute of Company Secretaries of India and in a manner which involves such examinations and verifications considered and necessary and adequate for the said purpose. Annual Secretarial Compliance is attached herewith.
KRITI | by KRITI DAGA |
Digitally signed | |
DAGA | Date: 2024.04.16 |
13:49:29 +05'30' |
_________________________________
KRITI DAGA
Practicing Company Secretary
ACS No.: A26425, C. P. No. 14023
PRC No. 2380/2022
Place: Kolkata
Date: April 16, 2024
Company Secretaries
4, Ho Chi Minh Sarani, KBR Complex, Flat No. 3C, Kolkata - 700 071 Mobile: +91 98361 62295, Email: kritisdaga@gmail.com
ANNUAL SECRETARIAL COMPLIANCE REPORT
FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
The Members,
Khoobsurat Limited
Kolkata - 700 001
We have examined:
- All the documents and records made available to us and explanations provided by the Company;
- the filings/submissions made by the company to the Stock Exchanges;
- Website of the Company;
- Any other documents/filings, as may be relevant, which has been relied upon to prepare this Certificate.
For the financial year ended on March 31, 2024 in respect of Compliance with the provisions of:
-
The Securities and Exchange Board of India Act, 1992 ('SEBI Act') and the Regulations,
Circular, Guidelines issued thereunder and; - The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under and the Regulations, Circular, Guidelines issued thereunder by the Securities & Exchange Board of India (SEBI);
The specific Regulations whose provisions and the Circulars/Guidelines issued thereunder have been examined, includes -
- The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
- The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Not Applicable for the period
- The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; Not Applicable for the period
- The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Not Applicable for the period
- The Securities and Exchange Board of India (Share Based Employees Benefits) Regulations, 2014; Not Applicable for the period
- The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable for the period
- The Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013; Not Applicable for the period
Company Secretaries
4, Ho Chi Minh Sarani, KBR Complex, Flat No. 3C, Kolkata - 700 071 Mobile: +91 98361 62295, Email: kritisdaga@gmail.com
- The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client;
-
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
Not Applicable for the period - The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;
-
The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not
Applicable for the period
and circulars/ guidelines issued thereunder and based on the above examination, we hereby report that, during the Review Period:
- The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:
- Refer Annexure "A" annexed to the Report
- The listed entity has taken the following actions to comply with the observations made in previous reports:
- Refer Annexure "B" annexed to the Report
I further report that -
- The Company has complied with the requirements of Structural Digital Data Base in terms of Securities & Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 including various Circulars issued by SEBI thereunder and Circular(s) issued by BSE Limited dated March 16, 2023.
- There was no event of appointment/ re-appointment/ resignation of Statutory Auditors of the Listed Entity during the review period and the Listed Entity has not modified the terms of appointment of its existing Auditor. In this regard, I report that the Listed Entity has complied with Circular No. CIR/CFD/CMD1/114/2019 dated October 18, 2019.
Further to the matter and as advised in the BSE Notice No. 20230329-21 dated 29th March 2023 as well as BSE Notice No. 20230410-41 dated 10th April 2023, following are the additional information which is the parts of ongoing Annual Secretarial Audit Report -
Sr. | Compliance | Observations/ | |
Particulars | Status | ||
No. | Remarks by PCS* | ||
(Yes/No/NA) | |||
1. | Secretarial Standards: | ||
The compliances of the listed entity are in | |||
accordance with the applicable Secretarial | Yes | Not Any | |
Standards (SS) issued by the Institute of | |||
Company Secretaries India (ICSI) | |||
2. | Adoption and timely updation of the Policies: | Yes | Not Any |
• All applicable policies under SEBI | |||
Company Secretaries
4, Ho Chi Minh Sarani, KBR Complex, Flat No. 3C, Kolkata - 700 071 Mobile: +91 98361 62295, Email: kritisdaga@gmail.com
Regulations are adopted with the approval | |||||||||||
of board of directors of the listed entities. | Yes | Not Any | |||||||||
• | 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 Listed entity is maintaining | a | Yes | Not Any | |||||||
functional website | |||||||||||
• | Timely dissemination of the documents/ | ||||||||||
information under a separate section on | Yes | Not Any | |||||||||
the website | |||||||||||
• | Web-links provided in annual corporate | ||||||||||
governance reports under Regulation 27(2) | |||||||||||
are accurate and specific which re-directs | Yes | Not Any | |||||||||
to the relevant document(s)/ section of the | |||||||||||
website | |||||||||||
4. | Disqualification of Director: | ||||||||||
None of | the Director | of the | Company | are | Yes | Not Any | |||||
disqualified under Section 164 of Companies | |||||||||||
Act, 2013 | |||||||||||
5. | To examine details related to Subsidiaries of | ||||||||||
listed entities: | The Company does | ||||||||||
a) | Identification | of | material | subsidiary | |||||||
N.A. | not have any | ||||||||||
companies | |||||||||||
Subsidiary | |||||||||||
b) | Requirements with respect to disclosure of | ||||||||||
material as well as other subsidiaries | |||||||||||
6. | Preservation of Documents: | ||||||||||
The listed entity is preserving and maintaining | |||||||||||
records as | prescribed under SEBI | Regulations | Yes | Not Any | |||||||
and disposal of records as per Policy of | |||||||||||
Preservation of Documents and Archival policy | |||||||||||
prescribed under SEBI LODR Regulations, 2015. | |||||||||||
7. | Performance Evaluation: | ||||||||||
The listed | entity | has conducted performance | Yes | Not Any | |||||||
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: | ||||||||||
a) | The | listed | entity | has | obtained prior | Yes | Not Any | ||||
approval of Audit Committee for all Related | |||||||||||
party transactions | |||||||||||
b) | In case no prior approval obtained, the | ||||||||||
listed entity shall provide detailed reasons | No such Case | Not Any | |||||||||
along | with | confirmation | whether | the | |||||||
Company Secretaries
4, Ho Chi Minh Sarani, KBR Complex, Flat No. 3C, Kolkata - 700 071 Mobile: +91 98361 62295, Email: kritisdaga@gmail.com
transactions | were | subsequently | |||||
approved/ratified/ rejected by the Audit | |||||||
committee | |||||||
9. | Disclosure of events or information: | ||||||
The listed entity has provided all the required | |||||||
disclosure(s) | under | Regulation | 30 along | with | Yes | Not Any | |
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 | Yes | Not Any | ||
Regulation 3(5) & 3(6) SEBI (Prohibition of | |||||||
Insider Trading) Regulations, 2015 | |||||||
11. | Actions taken by SEBI or Stock Exchange(s), if | ||||||
any: | |||||||
No Actions taken against the listed entity/ its | |||||||
promoters/ directors/ subsidiaries either by SEBI | Yes | Not Any | |||||
or by Stock Exchanges (including under the | |||||||
Standard Operating Procedures issued by SEBI | |||||||
through various circulars) under SEBI | |||||||
Regulations and circulars/ guidelines issued | |||||||
thereunder |
12. Additional Non-compliances, if any:
No any additional non-compliance observed for | N.A. | Not Any |
all SEBI regulation/circular/ guidance note etc. | ||
KRITI DAGA
Digitally signed by KRITI DAGA Date:
2024.04.16 13:49:44 +05'30'
KRITI DAGA
Practicing Company Secretary
ACS No.: A26425, C. P. No. 14023
PRC No. 2380/2022
Place: Kolkata
Date: April 16, 2024
UDIN: A026425F000133488
Company Secretaries
4, Ho Chi Minh Sarani, KBR Complex, Flat No. 3C, Kolkata - 700 071 Mobile: +91 98361 62295, Email: kritisdaga@gmail.com
Annexure "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: -
Compliance Requirement | Regulati | Deviati | Action | Type of Action | Details of | Fine | Observations | Management Response | |||||||||
(Regulations/Circulars/ | on/ | ons | taken by | (Advisory/Clarif | Violation | Amou | / Remarks of | ||||||||||
guidelines including specific | Circular | ication/Fin | nt | the Practicing | |||||||||||||
clause) | No. | e/Show Cause | Company) | ||||||||||||||
Notice/ | |||||||||||||||||
Warning, etc.) | |||||||||||||||||
Not Any | N.A. | Not | Not Any | Not Any | Not Any | Nil | Not Any | Not Applicable | |||||||||
Any | |||||||||||||||||
Annexure "B"
The listed entity has taken the following actions to comply with the observations made in previous reports: -
Compliance Requirement | Regulati | Deviati | Action | Type of Action | Details of | Fine | Observations/ Remarks of the | ||||||
(Regulations/Circulars/ | on/ | ons | taken by | (Advisory/Clarification | Violation | Amount | Practicing Company) | ||||||
guidelines including specific | Circular | /Fin e/Show Cause | |||||||||||
clause) | No. | Notice/ Warning, etc.) | |||||||||||
Not Any | N.A. | Not | Not Any | Not Any | Not Any | Nil | Not Any | ||||||
Any | |||||||||||||
KRITI DAGA
Digitally signed by KRITI DAGA Date: 2024.04.16 13:50:03 +05'30'
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Khoobsurat Ltd. published this content on 16 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 April 2024 11:24:01 UTC.