Miven Machine Tools Ltd. — Audit Report / Information 2020

Jun 27, 2020

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June 27, 2020 BSE Limited 24th Floor, P J Towers, Dalal Street, Fort Mumbai-400001

Submitted electronically through BSE Listing Centre

Dear Sir,

Sub: Submission of Annual Secretarial Compliance Report for the Financial Year 201920

Ref: Scrip Code: 522306

As you are aware all listed entities on an annual basis are required to arrange to conduct a verification by a Practicing Company Secretary(“PCS”) on compliance of all applicable SEBI Regulations and circulars/ issued thereunder, consequent to which, the PCS shall submit the Annual Secretarial Compliance Report (“ASCR”) in the manner and format specified in the SEBI circular mentioned above. The listed entity shall submit the ASCR to the stock exchanges within 60 days of the end of the financial year in the manner specified in the SEBI circular mentioned above. The due date for submission for the financial year 2019-20 has been extended to June 30, 2020 by SEBI on account of outbreak of COVID 19 pandemic.

Accordingly, we wish to inform you that the Company has received the Annual Secretarial Compliance Report (“ASCR”) for the Financial Year 2019-20 from Mr. Umesh P Maskeri, Practicing Company Secretary in the format stipulated in the Circular issued by SEBI referred to Above.

We are submitting the said ASCR dated June 27, 2020. Thanking you,

Yours faithfully For Miven Machine Tools Limited,

Arpita Digitally signed by Arpita Rahul Rahul Dhakane Date: 2020.06.27 Dhakane 19:09:07 +05'30'

Arpita Dhakane Company Secretary and Compliance Officer

Umesh P. Maskeri Practicing Company Secretary

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No 304, Geetanjali Heights, Plot No.77, Sector 27 Near Presentation Convent School, Nerul East, Navi Mumbai–400 706 Tele 022 -27716919; Mobile: 09930178352; Email: umeshmaskeri@gmail.com

ANNUAL SECRETARIAL COMPLIANCE REPORT For the Financial Year ended March 31, 2020 Pursuant to Circular No CIR/CFD/CMD1/27/2019 dated February 8, 2019 Issued by the Securities and Exchange Board of India

To The Board of Directors Miven Machine Tools Limited Registered Office, Tarihal Industrial Area, Tarihal HUBLI-580026

Dear Sir,

• I, Mr. Umesh P Maskeri, Practicing Company Secretary, have examined:

• a) All the documents and records made available to me and explanation provided by Miven Machine Tools 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

for the year ended March 31, 2020 (“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 there under; and

• b) the Securities Contract (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, Circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

The specified 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;

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Umesh P. Maskeri Practicing Company Secretary

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

• (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;

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

And circulars/guidelines issued thereunder;

And based on the above information, I hereby report that, during the Review Period:

• (a) The listed entity has complied with the provisions of the above Regulations and circulars/guidelines issued thereunder, except in respect of the following matters;.

Sl No	Compliance requirement (Regulations/Circulars/guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary
NIL

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

• (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 Instructions issued by SEBI through various circulars) under the aforesaid Acts/Regulations and circulars/guidelines issued thereunder:

Sl. 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
No such action was taken against the listed entity / its promoters/ directors/material subsidiaries either by SEBI or by Stock Exchanges by SEBI

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Umesh P. Maskeri Practicing Company Secretary

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

Sl No	Observations of the Practicing Company Secretary in the previous reports	Observations made in the secretarial compliance report for the year ended March 31, 2019	Action taken by the listed entity, if any	Comments of the Practicing Company Secretary on the actions taken by the listed entity
There were no adverse observations and hence no action was warranted by the listed entity

I further report that

owing to complete lockdown, curfew and restrictions imposed by the Government of Indi, Government of Maharashtra, Government of Karnataka and the respective Municipal corporations as a result of the outbreak of COVID 19 pandemic, I have not been able to visit the office of the Company after March 24, 2020 to verify certain original records. Under the circumstances, I have relied on the email communications and scanned copies of some of the documents made available to me, during the course secretarial audit. However, the Company has agreed to make available the original records as soon as the lock down is lifted and normalcy of operations is restored.

UMESH Digitally signed by UMESH PARAMES PARAMESHWAR HWAR MASKERI Date: 2020.06.27 MASKERI 19:11:20 +05'30'

UMESH P MASKERI PRACTICING COMPANY SECRETARY FCS No 4831 COP No. 12704 UDIN F004831B000388478 (This document has been digitally signed)

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Place: Mumbai Da te : June 27, 2020

Note: This report is to be read with my letter of even date which is annexed as ANNEXURE I and forms an integral part of this report .

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Umesh P. Maskeri Practicing Company Secretary

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ANNEXURE I

To The Members of : Miven Machine Tools Limited Registered Office, Tarihal Industrial Area, Tarihal HUBLI-580026

Our report of even date is to be read along with this letter:

1. Compliance with the provisions of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 and the SEBI regulations and Circulars is the responsibility of the management of the Company. My responsibility is to express an opinion on these compliances based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the compliance of SEBI LODR, SEBI regulations and SEBI Circulars. The verification was done on test basis to ensure that correct facts are reflected in the compliance records. I believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of SEBI LODR and other SEBI regulations on test basis.

6. The Secretarial Compliance Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

UMESH Digitally signed by UMESH PARAMES PARAMESHWAR HWAR MASKERI Date: 2020.06.27 MASKERI 19:13:44 +05'30'

UMESH P MASKERI PRACTICING COMPANY SECRETARY FCS No 4831 COP No. 12704 UDIN F004831B000388478 (This document has been digitally signed)

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Place: Mumbai Date : June 27, 2020

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