Khoobsurat : Annual Secretarial Compliance Report u/r 24(A)

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: [phone], Email: [e-mail]

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: [phone], Email: [e-mail]

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:

1. All the documents and records made available to us and explanations provided by the Company;
2. the filings/submissions made by the company to the Stock Exchanges;
3. Website of the Company;
4. 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:

1. The Securities and Exchange Board of India Act, 1992 ('SEBI Act') and the Regulations,
   Circular, Guidelines issued thereunder and;
2. 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 -

1. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
2. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Not Applicable for the period
3. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; Not Applicable for the period
4. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Not Applicable for the period
5. The Securities and Exchange Board of India (Share Based Employees Benefits) Regulations, 2014; Not Applicable for the period
6. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable for the period
7. 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: [phone], Email: [e-mail]

1. 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;
2. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
   Not Applicable for the period
3. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;
4. 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:

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:
2. • Refer Annexure "A" annexed to the Report
3. The listed entity has taken the following actions to comply with the observations made in previous reports:
4. • 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: [phone], Email: [e-mail]

		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: [phone], Email: [e-mail]

	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: [phone], Email: [e-mail]

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'