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Kalyani Forge Ltd. Governance Information 2023
60993_rns_2023-05-29_aeaede32-5466-4931-beed-49302fe719bb.pdf
Governance Information
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May 29, 2023
To, Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai – 400 001 Scrip Code: 513509
To, National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex Bandra (E), Mumbai – 400 051 Symbol: KALYANIFRG
Sub: Annual Secretarial Compliance Report for the financial year ended March 31, 2023
Respected Sir/Madam,
Pursuant to the Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Annual Secretarial Compliance Report of the Company for the financial year ended March 31, 2023 obtained from CS Nitin Prabhune, Practicing Company Secretary, Pune.
Kindly take the information on records and oblige.
Thanking you,
For Kalyani Forge Limited
ANIRUDDH A MOHAN HUBLIKAR Digitally signed by ANIRUDDHA MOHAN HUBLIKAR Date: 2023.05.29 10:34:16 +05'30'
Aniruddha Hublikar Company Secretary & Compliance Officer
NITIN PRABHUNE B.Com. LL. B. F. C. S.
PRACTISING COMPANY SECRETARY
ptFloor, Flat no.102, A.J.Residency, Taware Colony, Pune - 411009
I
Phone: 020-29510658 email: [email protected]
SECRETARIAL COMPLIANCE REPORT OF KALYANI FORGE LIMITED FOR THE FINANCIAL YEAR ENDED 31STMARCH, 2023
I, Nitin Prabhune, Company Secretary in Practice have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Kalyani Forge Limited (hereinafter referred as 'the listed entity'), having its Registered Office at Shangrila GardensC Wings 1st Floor Opp Bund Garden Pune 411001. Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and to provide my observations thereon.
Based on my verification of the listed entity's books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, I hereby report that the listed entity has, during the review period covering the financial year ended on 3ptMarch, 2023 complied with the statutory provisions listed hereunder in the manner and subject to the reporting made hereinafter :
I, Nitin Prabhune, Company Secretary in Practice have examined:
- a) all the documents and records made available to us and explanation provided by Kalyani Forge 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 report,
for the year ended 31st March, 2023 ("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 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 to the listed entity during the Review Period);
- c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
- d) The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (not applicable to the listed entity during the Review Period);
- e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (not applicable to the listed entity during the Review Period);
- f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (not applicable to the listed entity during the Review Period);
- g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, $2015;$
- h) Securities and Exchange Board of India (Depositories and Participant) Regulation, 2018;
- The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer $i)$ Agents) Regulations, 1993;
and circulars/ guidelines issued thereunder;
and based on the above examination, I hereby report that, during the Review Period:
I. 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:-
| Sr. | Complia- | Regulat | Deviatio | Acti | Typ | Detai | Fin | Observ | Man- | Re- |
|---|---|---|---|---|---|---|---|---|---|---|
| No | nce | ion/ | ns | on | e of | Is of | e | ations | age- | marks |
| Require- | Circular | tak | Acti | violat | Am | ment | ||||
| ment | No | en | on | ion | oun | Remar | Re- | |||
| (Regulati | by | t | ks of | sponse | ||||||
| $-ons/$ | the | |||||||||
| circulars | Practic | |||||||||
| /guidelin | ing | |||||||||
| $-es$ | Compa | |||||||||
| including | ny | |||||||||
| specific | Secret | |||||||||
| clause) | ary | |||||||||
| NII |
A.
(b) The listed entity has taken the following actions to comply with the observations made in previous reports:
| $\mathsf{S}$ | Complianc | Regulat | Deviatio | Acti | Typ | Detai | Fin | Observ | Man- | Re- |
|---|---|---|---|---|---|---|---|---|---|---|
| r. | e | ion/ | ns | on | e of | Is of | e | ations | age- | marks |
| N | Requirem | Circular | tak | Acti | violat | Am | ment | |||
| $\mathbf{o}$ | ent | No | en | on | ion | oun | Remar | Re- | ||
| (Regulatio | by | t | ks of | sponse | ||||||
| ns/ | the | |||||||||
| circulars/g | Practic | |||||||||
| uidelines | ing | |||||||||
| including | Compa | |||||||||
| specific | ny | |||||||||
| clause) | Secret | |||||||||
| ary | ||||||||||
| NII |
II. Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019:
| Sr No | Particulars | Compliance Status (Yes/No/ NA) |
Observations /Remarks by PCS* |
|---|---|---|---|
| 1. | Compliances with the following conditions while appointing/re-appointing an auditor |
||
| i. If the auditor has resigned within 45 days from the end of a quarter of a financial year, the auditor before such resignation, has issued the limited review/ audit report for such quarter; or ii. If the auditor has resigned after 45 days from the end of a quarter of a financial year, the auditor before such resignation, has issued the limited review/ audit report for such quarter as well as the next quarter; or |
NA NA |
Nil Nil |
|
| iii. If the auditor has signed the limited review/ audit report for the first three quarters of a financial year, the auditor before such resignation, has issued the limited review/ audit report for the last quarter of such financial year as well as |
NA | Nil |
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CP 380
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| 2. | Other conditions relating to resignation of statutory auditor | ||
|---|---|---|---|
| i. Reporting of concerns by Auditor with respect to the listed entity/its material subsidiary to the Audit Committee: |
NA | Nil | |
| a. In case of any concern with the management of the listed entity/material subsidiary such as non-availability of information / non-cooperation by the management which has hampered the audit process, the auditor has approached the Chairman of the Audit Committee of the listed entity and the Audit Committee shall receive such concern directly and immediately without specifically waiting for the quarterly Audit Committee meetings |
NA | Nil | |
| b. In case the auditor proposes to resign, all concerns with respect to the proposed resignation, along with relevant documents has been brought to the notice of the Audit Committee. In cases where the proposed resignation is due to non-receipt of information / explanation from the company, the auditor has informed the Audit Committee the details of information / explanation sought and not provided by the management, as applicable. |
NA | Nil | |
| c. The Audit Committee / Board of Directors, as the case may be, deliberated on the matter on receipt of such information from the auditor relating to the proposal to resign as mentioned above and communicate its views to the management and the auditor. |
NA 硷 |
Nil | |
| ii. Disclaimer in case of non-receipt of information: The auditor has provided an appropriate disclaimer in its audit report, which is in accordance with the Standards of Auditing as |
NA | Nil |
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| specified by ICAI / NFRA, in case where the listed entity/ its material subsidiary has not provided information as required by the auditor. |
|||
|---|---|---|---|
| 3. | The listed entity / its material subsidiary has obtained information from the Auditor upon resignation, in the format as specified in Annexure- A in SEBI Circular CIR/ CFD/CMD1/114/2019 dated 18th October, 2019. |
NA | Nil |
*Observations / Remarks by PCS are mandatory if the Compliance status is provided as 'No' or 'NA'
I hereby report that, during the review period the compliance status of the listed entity is Ш. appended as below :
| Sr No | Particulars | Compliance Status (Yes/No/ NA) |
Observations /Remarks by PCS* |
|---|---|---|---|
| $\overline{1}$ | Secretarial Standards: The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI), as notified by the Central Government under section 118(10) of the Companies Act, 2013 and mandatorily applicable. |
Yes | Nil |
| $\overline{2}$ | Adoption and timely updation of the Policies: All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entities All the policies are in conformity with SEBI $\bullet$ Regulations and have been reviewed & updated on time, as per the regulations/circulars/guidelines issued by SEBI |
Yes ¥. |
Nil |
| 3 | Maintenance and disclosures on Website: | Yes | Nil |
A.
5
| 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 re- | |||
| directs to the relevant document(s)/ | |||
| section of the website | |||
| $\overline{4}$ | Disqualification of Director: | Yes | Nil |
| None of the Director(s) of the Company | |||
| is/are disqualified under Section 164 of | |||
| Companies Act, 2013 as confirmed by the | |||
| listed entity. | |||
| 5 | Details related to Subsidiaries of listed | NA | Nil |
| entities have been examined w.r.t.: | |||
| (a) Identification of material subsidiary | |||
| companies | |||
| (b) Disclosure requirement of material as well | |||
| as other subsidiaries | |||
| 6 | Preservation of Documents: | Yes | Nil |
| 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. | |||
| $\overline{7}$ | Performance Evaluation: | Yes | Nil |
| The listed entity has conducted performance | |||
| evaluation of the Board, Independent | |||
| Directors and the Committees at the start of | |||
| every financial year/during the financial year | |||
| as prescribed in SEBI Regulations. | |||
| 8 | Related Party Transactions: | Yes | Nil |
| (a) The listed entity has obtained prior | |||
| approval of Audit Committee for all related | |||
| party transactions; or |
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| (b) The listed entity has provided detailed reasons along with confirmation whether the transactions subsequently were approved/ratified/rejected by the Audit Committee, in case no prior approval has been obtained. |
¢ NA |
Nil | |
|---|---|---|---|
| 9 | Disclosure of events or information: | Yes | Nil |
| 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. | |||
| 10 | Prohibition of Insider Trading: | Yes | Nil |
| The listed entity is in compliance with | |||
| Regulation 3(5) & 3(6) SEBI (Prohibition of | |||
| Insider Trading) Regulations, 2015. | |||
| 11 | Actions taken by SEBI or Stock Exchange(s), | Yes | Nil |
| 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 | |||
| under SEBI circulars) Regulations and |
|||
| circulars/ guidelines issued thereunder |
|||
| except as provided under separate paragraph herein $(**)$ . |
|||
| 12 | Additional Non-compliances, if any: | Yes | Nil |
| No additional non-compliance observed for | |||
| any SEBI regulation/circular/guidance note | |||
| etc. | |||
Assumptions & Limitation of scope and Review:
-
- Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.
-
- Our responsibility is to certify based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.
-
- We have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity. We have relied on the documents and evidences provided by electronic mode, for the purpose of issuing this report.
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- This Report is solely for the intended purpose of compliance in terms of Regulation 24A(2) of the SEBI LODR Regulation 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.
Place: Pune Date: 25.05.2023 PRN: 2197/2022 UDIN: F006707E000380861
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Nitin Prabhune Company Secretary FCS No: 6707 CP No: 3800
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