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Miven Machine Tools Ltd. Audit Report / Information 2022

May 30, 2022

63384_rns_2022-05-30_449455de-a4bc-4890-9ae3-ff1790b16481.pdf

Audit Report / Information

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From, Miven Machine Tools Limited C/o Miven Mayfran Conveyors Private Limited, Sirurs Compound, Karwar Road, Hubli Dharwad KA 580024 IN CIN: L29220KA1985PLC007036 Email: [email protected] Website: www.mivenmachinetools.com

May 30, 2022

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 202122

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.

Accordingly, we wish to inform you that the Company has received the Annual Secretarial Compliance Report (“ASCR”) for the Financial Year 2021-22 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 May 30, 2022 which was placed and approved by the Board of Directors at the meeting held on May 30, 2022.

Yours faithfully For Miven Machine Tools Limited,

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Arpita Dhakane Company Secretary and Compliance Officer

2

Umesh Parameshwar 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: [email protected]

ANNUAL SECRETARIAL COMPLIANCE REPORT For the Financial Year ended March 31, 2022 Pursuant to Circular No CIR/CFD/CMD1/27/2019 dated February 8, 2019 Issued by the Securities and Exchange Board of India

To The Members, Miven Machine Tools Limited C/o Miven Mayfran Conveyors Private Limited Sirurs Compound, Karwar Road HUBLI -580024

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, 2022 (“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;

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1

Umesh Parameshwar Maskeri Practicing Company Secretary

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  • (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

  • (e) Securities and Exchange Board of India (Share Based Employees Benefits and Sweat Equity) Regulations, 2021;

  • (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
1 Company is required to maintain
a functional web site and display
the
financial
results,
Share
Holding pattern, periodical filings,
policies, disclosures and various
other documents and information
in
respect
of
the
matters
mentioned in Regulation 46 of the
Securities and Exchange Board
of India (Listing Obligations and
Disclosure
Requirements)
Regulations, 2015.		 The website of the
company
viz,
www.machinetools.in was
not functional and hence
the Company has not
displayed
the
required
information
and
documents
on
the
website.		 Company has not
complied with the
provisions
of
Regulation
46
of
SEBI LODR.

  • (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:

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2

Umesh Parameshwar Maskeri Practicing Company Secretary

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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
  • (d) The listed entity has taken the following actions to comply with the observations made in previous reports :
Sl
No		 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
and March 31,
2020		 Observations
made
in
the
secretarial
compliance
report
for
the
year
ended
March 31, 2019
and March 31,
2020		 Action taken by
the
listed
entity, if any		 Comments
of
the
Practicing
Company
Secretary on the
actions taken by
the listed entity		 Comments
of
the
Practicing
Company
Secretary on the
actions taken by
the listed entity
There were no adverse observations
listed entity		 and hence no action was warranted by the
Sl
No		 Observations
made
in
the
secretarial compliance report
for the year ended March 31,
2021		 Action taken by the listed
entity, if any		 Comments of the
Practicing
Company
Secretary on the
actions taken by
the listed entity
Company
is
required
to
maintain a functional web site
and
display
the
financial
results, Share Holding pattern,
periodical
filings,
policies,
disclosures and various other
documents and information in
respect
of
the
matters
mentioned in Regulation 46 of
the Securities and Exchange
Board
of
India
(Listing
Obligations
and
Disclosure
Requirements)
Regulations,
2015. The website of the		 Company
has
taken
corrective action and has now
maintained
a
functional
website
http://mivenmachinetools.com		 Company
has
since
taken
corrective
action
and has displayed
the
required
material on the
website

3

Umesh Parameshwar Maskeri Practicing Company Secretary

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company viz, www.mivenmachinetools.in was not functional and hence the Company has not displayed the required information and documents on the website.

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UMESH PARAMESHWAR MASKERI PRACTICING COMPANY SECRETARY FCS No 4831 COP No. 12704 ICSI UDIN F004831D000422721 Peer Review Certificate No 653/2020

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Place: Mumbai Da te : May 30, 2022

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 .

4

Umesh Parameshwar Maskeri Practicing Company Secretary

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ANNEXURE I

To The Members, Miven Machine Tools Limited C/o Miven Mayfran Conveyors Private Limited Sirurs Compound, Karwar Road HUBLI -580024

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.

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UMESH PARAMESHWAR MASKERI PRACTICING COMPANY SECRETARY FCS No 4831 COP No. 12704 Peer Review Certificate No 653/2020

Place: Mumbai Date : May 30, 2022

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