keynote corporate services ltd share price Directors report

<dhhead>DIRECTORS’ REPORT</dhhead>

Dear Shareholder(s),

Your Directors have pleasure in presenting their 30^th Annual Report together with the Audited Accounts of your Company for the year ended 31^st March, 2023.

 

FINANCIAL RESULTS

Particulars		Year Ended 31-03-2022
Total Income	693.30	921.18
Gross Operating Profit	528.36	391.02
Depreciation	20.53	28.48
Exceptional Items	—	—
Profit Before Tax	75.29	362.54
Provision for :
Current Tax	27.49	24.60
Deferred Tax Liability/(Assets)	-3.14	-27.67
Profit After Tax	50.94	365.71
Other Comprehensive Income	9.02	1.65
Profit/(loss) brought forward from Previous year	3039.47	2,742.29
Surplus available for appropriations	3099.43	3,109.65
Proposed Dividend	70.18	70.18
Tax on Dividend	—	—
Transferred to General Reserve	—	—
Balance carried forward	3029.25	3,039.47

 

DIVIDEND

Your directors are pleased to recommend dividend of Rs. 1/- per Equity Share having a face value of Rs. 10/- each, (i.e.10%) for the year ended 31^st March, 2023 and the same will be paid subject to the approval of the shareholders at the 30^th Annual General Meeting (AGM) of the Company.

 

OPERATIONS

Total income on standalone basis for the F.Y. 2022-23 was Rs. 693.30 lakhs as against Rs. 921.18 lakhs for the F.Y. 2021-22. The total revenue from sale of services for the F.Y. 2022-23 was Rs. 604.62 lakhs as compared to Rs. 446.13 lakhs for the financial year ended 2021-22. The net profit of the company on the standalone basis for the F.Y. 2022-23 was Rs. 75.29 lakhs as compared to Rs. 362.54 lakhs for the F.Y. 2021-22. A substantial fall of about Rs. 294 lakhs in net gain on account of fair value changes has been noticed during this financial year. Total income from operations on consolidated basis for the F.Y. 2022-23 was Rs. 1595.16 lakhs as against Rs. 3174.35 lakhs for the financial year ended 2021-22. The company registered a net loss of Rs. 171.09 lakhs on a consolidated basis as against a net profit of Rs. 1608.32 lakhs for the F.Y.2021-22. The fall in total income is majorly on account of substantial fall in net gain due to fair value changes amounting to 1342.31 lakhs.

Your company continued to provide services to various corporates and could complete assignments of Rights Issue, Buy Back offers, Takeover offers besides providing valuation & ESOP advisory services. The company established its practice of providing Merchant Banker certifications to the AIFs. The company provided Merchant Banker certifications to large number of AIFs & also issued Annual certifications to many reputed AIFs. During the year company also received mandates to act as ‘Merchant Banker’ to 3 main board IPOs besides other mandates in the Equity Capital Market segment. The management continued its efforts to strengthen the teams by establishing Equity Research, Institutional Marketing. The Company has been able to secure IPO mandates which are at various stages of completion. As a result, company is looking forward to large business opportunities during the current financial year.

 

OPERATIONS OF SUBSIDIARIES

At present your company has two subsidiaries namely Keynote Capitals Limited (KCL), a wholly owned subsidiary, , an integrated broking house and Keynote Fincorp Ltd. (KFIN), a NBFC. KCL is a member of BSE & NSE as well as Depository Participant of Central Depository Services (India) Limited. Maple Leaf Trading & Services Ltd. (Formerly known as "Keynote Commodities Limited") is no longer a wholly owned subsidiary of Keynote Capitals Ltd. w.e.f. 29^th June, 2022.

Presently the Company is debt free. On a consolidated basis Company has reported total income of Rs. 1595.16 Lakhs & Loss of Rs. 171.09 Lakhs. The networth of the Company on consolidated basis is Rs. 9811.74 Lakhs. In the past year, KCL renewed its focus on strengthening its Institutional Brokerage business. It has put in place a research team for servicing institutions actively, added personnel on the institutional sales and incorporated

‘Bloomberg’ services for institutional brokerage. Further, it is also now using algorithm based platform for trading. One of the new initiatives of KCL has been the development of an app ‘FIKAA’ - Financial Independence through Knowledge in and Action (www.fikaa. ). This app is AI driven and targeted towards women attaining financial independence through investing in Mutual Funds. It proposes to expand into other areas such as Gold & Equities. KCL has also been actively investing in the early stage ventures & start-up space through minority investments such as ‘50 Fin’, ‘Pension Box’, ‘Health Assure’, ‘Optimise Electro’, ‘Silver Push’.

 

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Keynote Capitals limited (KCL, 100% subsidiary) and Keynote Fincorp Limited (KFIN) are subsidiary companies of KFSL. Maple Leaf Trading & Services Ltd. (Formerly known as "Keynote Commodities Limited") is no longer a wholly-owned subsidiary of Keynote Capitals Ltd. w.e.f. 29^th June, 2022.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company.

The financial statement of the subsidiary Companies are kept for inspection by the shareholders at the Registered Office of the Company. The Company shall provide free of cost, the copy of the financial statement of its subsidiary companies to the shareholders upon their request. The statements are also available on the website of the Company i.e. www.keynoteindia.net.

As stipulated by Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["Listing Regulations"] the consolidated financial statement have been prepared by the Company in accordance with the applicable Accounting standards. The audited consolidated financial statements together with Auditors Report form part of the Annual Report.

The company has formulated a policy for determining ‘material’ subsidiaries and such policy is disclosed on the company’s website at https://keynoteindia.net/wp-content/uploads/2022/03/Material-Subsidiary-Policy.pdf

 

TRANSFER TO RESERVES

During the year your Company has not transferred any amount to general reserve.

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Listing Regulations with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

 

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Companies Act, 2013 and Listing Regulations require compliances with specified Corporate Governance practices. These practices have been fully implemented and a certificate from the Practicing Company Secretary as well as a detailed report on Corporate Governance approved by the Board of Directors of the Company is set out in this Annual Report. Your Company has also been enlisted in the new SEBI Complaint Redressal System (SCORES) enabling the investors to register their complaints if any for speedy redressal.

 

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company continued to be listed and traded on the BSE and NSE. The scrip code number of the Equity Shares of the Company on BSE is 512597/KEYFINSER and on NSE is KEYFINSERV. The Company has paid up to date listing fees to both the stock exchanges.

 

DEMATERIALIZATION

The Equity Shares of the Company can be held in dematerialized form. The Company has signed the tripartite agreement with National Securities Depository Ltd. (NSDL), Central Depository Services (India) Ltd. (CDSL) and existing Registrar & Transfer Agent for dematerialization of existing holding of the shareholders. The International Securities Identification Number (ISIN), allotted to the Company is INE681C01015. The Equity Shares of the Company are listed and traded on BSE and NSE. On BSE the equity shares of the Company are traded in "B" segment. The Equity Shares of the Company are being traded in compulsory dematerialized mode. As on 31^st March, 2023, 98.59% of equity capital of the company is in dematerialized mode.

 

PUBLIC DEPOSIT

Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 and other applicable provisions, if any, of the Companies Act, 2013 and the necessary rules made there under during the year ended 31^st March, 2023.

 

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investment have been disclosed in the notes to the financial statements.

 

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has Internal Control System, commensurate with the size, scale and complexity of its operations.

The scope and authority of the Internal Audit function is well defined. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the other Directors.

The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and based on the report of internal audit the management undertakes corrective action in the respective areas and thereby strengthens the controls. Significant audit observations and recommendations if any, along with corrective actions thereon are required to be presented to the Audit Committee of the Board. During this financial year no such observations have been made.

 

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company understands and values Corporate Social Responsibility (CSR) initiatives of the Government and has also noted the requirements of CSR activities in terms of Companies Act, 2013. The requirement of mandatory implementation of CSR activity is presently not applicable to your company.

 

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

(A) Conservation of energy:

Considering the nature of business activities carried out by the Company, your directors have nothing to report with regard to conservation of energy as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

 

(B) Technology absorption:

The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systems and also risk management solutions.

 

(C) Foreign exchange earnings and Outgo:

a) The foreign exchange earnings Rs. 2.00 Lakhs (previous year Rs. 9.98 Lakhs).

b) The foreign exchange expenditure Rs. 7.27 Lakh (previous year Rs. 1.55 Lakh).

 

STATE OF AFFAIRS

The information on the state of affairs of the Company has been given as part of Management Discussion and

Analysis Report forming part of Annual Report of the Company.

 

DISCLOSURES UNDER SECTION 134(3) (l) OF THE COMPANIES ACT, 2013

There are no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

 

DIRECTOR AND KEY MANAGERIAL PERSONNEL (KMP)

(i) Changes in Director and Key Managerial Personnel (KMP):

Shri. Vineet Suchanti has been designated as the "Managing Director" of the Company w.e.f. 12^th August, 2022 with the existing terms and conditions of his appointment.

Ms. Renita Crasto, Company Secretary and Compliance Officer resigned w.e.f. 2nd December, 2022.

Ms. Simran Kashela was appointed as the Company Secretary and Compliance Officer w.e.f 13th February,

2023.

 

(ii) Retirement by rotation:

Based on the terms of appointment, Executive Directors, the Non-Executive and Non-Independent Directors are subject to retirement by rotation. Shri. Uday Patil (DIN: 00003978) who is liable to retire, being eligible, seeks reappointment. The Board recommends his re-appointment.

 

(iii) Declaration of Independence

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16 (1) (b) of the Listing Regulations. The Independent Directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and Senior Management Personnel.

 

(iv) Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Listing Regulations. Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

 

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Regulation 19 of the Listing Regulations the Board of Directors had formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

 

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEES

Your Board of Directors duly met four (4) times during the financial year i.e. on 27^th May, 2022, 12^th August, 2022, 14th November, 2022 and 13th February, 2023 in respect of which appropriate notices were given and the proceedings were recorded and signed in the Minute Book maintained for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Audit Committee duly met four (4) times during the financial year i.e. on 27^th May, 2022, 12^th August, 2022, 14^th November, 2022 and 13th February, 2023 in respect of which appropriate notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

The Nomination and Remuneration Committee duly met three (3) times during the financial year i.e. on 27^th May 2022, 12^th August, 2022 and 13^th February, 2023 in respect of which appropriate notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

The Stakeholders Relationship Committee duly met only once during the financial year on 13th February, 2023 in respect of which appropriate notice was given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

 

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

 

CERTIFICATE FROM A COMPANY SECRETARY IN PRACTICE

In terms of regulation 34(3) read with schedule V of the Listing Regulations, the Company has obtained a Certificate from Uma Lodha & Co., Practicing Company Secretaries confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company either by the Securities and Exchange Board of India or the Ministry of Corporate Affairs or any other Statutory Authorities. The said Certificate is annexed as part of this Report.

 

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULES FRAMED THERE UNDER

In accordance with the provisions of section 197(12) of the Companies Act, 2013, the ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of sub section 12 of Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report as "Annexure [A]".

In accordance with provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the annexure pertaining to the names and other particulars of employees is available for inspection in electronic mode. Any Shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary & Compliance Officer at the Registered Office of the Company.

 

EXTRACT OF THE ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2023 is available on the Company’s website and can be accessed at http://keynoteindia.net/investor-relations

 

AUDIT REPORTS AND AUDITORS AUDIT REPORTS

Statutory Audit Report

The observations made by the Statutory Auditors in their Report for the Financial Year Ended 31^st March, 2023, read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under section 134(3) of the Companies Act, 2013. Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

 

Secretarial Audit Report

The Secretarial Auditor has submitted their Report as on 31^st March 2023. The Secretarial Audit Report annexed herewith as "Annexure [B]" Further, the Secretarial Compliance Report for the financial year ended 31st March 2023 was obtained from M/s. Um Lodha & Co., Practicing Company Secretaries, in relation to compliance of all applicable SEBI a Regulations/circulars/guidelines issued there under, pursuant to requirement of Regulation 24A of Listing Regulations. The said Report in annexed as part of this Annual Report. The Board of Directors have noted the observation in the Secretarial Audit Report as regards remuneration paid to Whole time Directors and Intercorporate Deposits granted to Subsidiaries of the Company.

The Secretarial Audit Report and Secretarial Compliance Report do not contain any other qualification, reservation or adverse remark except those mentioned in the report.

Further, pursuant to the provisions of Regulation 24A of Listing Regulations, the Secretarial Audit Report of Keynote Capitals Ltd. (KCL) and Keynote Fincorp Ltd. (KFIL) is available at website of the Company at www. keynoteindia.net. and forms a part of this Annual Report.

 

AUDITORS Statutory Auditors

M/s. S M S R & CO LLP Chartered Accountants, Mumbai (Firm Registration No. 110592W/W100094) was reappointed as Statutory Auditors of the Company at 28^th Annual General Meeting which was held on 29^th September, 2021 to hold the office as Statutory Auditor for second term of five (5) years from the conclusion of 28^th Annual General Meeting till conclusion of 33^rd Annual General Meeting of the Company.

 

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Uma Lodha & Co.Practicing Company Secretaries to conduct the Secretarial Audit of your Company.

 

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. Further, in terms of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015, listed companies shall have a whistle blower policy and make employees aware of such policy to enable employees to report instances of leak of unpublished price sensitive information.

The purpose of the "Whistle blower Policy" is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/ or discrimination as a result of such a reporting, provided it is justified and made in good faith.

The Chairman of the Audit Committee has been designated for the purpose of receiving and recording any complaints under this policy. The Vigil Mechanism/ Whistle Blower Policy has been uploaded on the website of the Company at https://keynoteindia.net/wp-content/uploads/2022/03/Vigil-Mechanism Whistle-Blower-Policy.pdf

 

RELATED PARTY TRANSACTIONS

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm’s length as part of its philosophy of adhering to highest ethical standards, transparency, and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. The policy on related party transactions has been placed on the Company’s website at https://keynoteindia.net/wp-content/uploads/2022/03/ Related-Party-Transaction-Policy.pdf.

Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. All related party transactions are placed on a quarterly basis before the Audit Committee and before the Board for review and approval. All contracts, arrangements and transactions entered by the Company with related parties during financial year 2022-23 were in the ordinary course of business and on an arm’s length basis. There were no contracts, arrangements or transactions entered during financial year 2022-23 that fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the prescribed Form AOC-2 is not applicable to the Company for the financial year 2022-23 and hence does not form part of this report. Your company has also adopted the policies as per the amendments in SEBI (LODR) Regulations in respect of Related Party Transactions.

 

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Code has been placed on the Company’s website at https://keynoteindia.net/wp-content/uploads/2022/03/Code-of-Conduct-for-Board-of- Directors-and-Senior-Management-1.pdf.

The C l ode down the standard procedure of business conduct which is expected to be followed by the Directors ays and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior

Management personnel have complied compliance with the Code.

 

RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Regulation 17 of Listing Regulations the Company has formulated risk management policy and the same has been placed on the company’s website at https:// keynoteindia.net/wp-content/uploads/2022/03/Risk-Management-Policy.pdf.

At present the company has not identified any element of risk which may adversely affect functioning of the Company.

 

PREVENTION OF INSIDER TRADING

You Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The code inter alia lays down the procedures to be followed by designated persons w trading/ dealing in Company’s shares and sharing unpublished price sensitive information ("UPSI"). hile The code covers the Company’s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company’s website at https://keynoteindia.net/wp-content/uploads/2022/02/Code-of-Fair-Disclsoure-UPSl-1.pdf

 

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company’s operations in future.

 

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), have been complied with.

 

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND a) Transfer of Unclaimed Dividend to IEPF:

As r under section 124 of the Act, the unclaimed dividend amount of equired Rs. 1, 62,565/- (Rupees One Lakh Sixty Two Thousand Five Hundred Sixty-Five only) pertaining to the Financial Year 2014-15 lying with the Company for a period of seven years was transferred during the financial year 2022-2023 to the Investor Education and Protection Fund (IEPF) established by the Central Government on 6th November, 2022.

 

b) Transfer of Equity Shares to IEPF:

In terms of the provisions of the Section 124(6) of the Companies Act, 2013 read with the Investor and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended) and other applicable rules, notifications and circulars, if any, every Company is required to transfer the shares, in respect of which dividend remains unpaid/ unclaimed for a period of seven (7) consecutive years, to the Investor Education and Protection Fund (IEPF) Authority.

The Company sends communication in this respect to concerned shareholders from time to time as may be necessary. Shareholders are requested to Contact Company or RTA to encash the unclaimed dividend and in case any pending legal disputes, provide certified copy of order from Court/Authority restraining transfer, payment of dividend etc. During the financial year 2021-2022 Company has transferred 8,501 Equity Shares to the Investor Education and Protection Fund (IFPF) Authority on 7th December, 2022. c) The details of Dividends paid by the Company and the proposed dates of transfer of unclaimed/un-encashed dividends to the IEPF Authority are as under:

Date of Declaration of Dividend	Dividend for the year	Proposed date for Transfer to Investor Education and Protection Fund (IEPF)	Amount of Unpaid/ Unclaimed Dividend As on 31st March, 2023 (in Rs.)
29th July, 2016	2015 - 2016	5th September, 2023	1,59,993.00
23rd August, 2017	2016 - 2017	30th September, 2024	1,68,126.00
9th August, 2018	2017 - 2018	16th September, 2025	1,97,853.00
13th August, 2019	2018 - 2019	20th September, 2026	80,432.00
30th September, 2020	2019 - 2020	7th November, 2027	81,244.40
29th September, 2021	2020 - 2021	6th November, 2028	73,904.03
28th September, 2022	2021-2022	5th November, 2029	78,290

 

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under and can be accessed on Company’s website at https://keynoteindia.net/wp-content/uploads/2023/08/POSH-policy.pdf The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and if any for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

During the Financial Year 2022-2023, the Company has not received any complaint on sexual harassment.

 

GENERAL DISCLOSURES

DISCLOSURE UNDER SECTION 43(a) (ii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 54(1) (d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 62(1) (b) OF THE COMPANIES ACT, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

 

ACKNOWLEDGMENT

We take this opportunity to express deep sense of gratitude to Members of Board of Directors, Shareholders of the Company, Securities and Exchange Board of India (SEBI), BSE Limited (BSE), National Stock Exchange of India Limited (NSE), Registrar of Companies (ROC), National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL), Association of Investment Bankers of India (AIBI), Link Intime India Private Limited, M/s. S M S R & CO. LLP Statutory Auditors, M/s. R. B. Pandya & Co., Internal Auditors, Uma Lodha & Co., Secretarial Auditors, Praxis database, our Clients, Bankers, Employees and other Stakeholders and Government Agencies for their continued support.

 

"Annexure [A]" to Director’s Report

Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The ratio of the remuneration of each director to the median remuneration of the employees of the

Company for the financial year:

Particulars of employees

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

 

a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Directors	Ratio to median remuneration
Shri. Manish Desai	0.11
Shri. Shishir Dalal	0.11
Shri. Anish Malhotra	—
Smt. Rinku Suchanti	7.56
Shri. Vineet Suchanti	10.54
Shri. Uday S. Patil	10.17

 

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Officer, Company Secretary in the financial year:

Directors, Chief Executive Officer, Chief % Increase in remunerationinthe financial year Financial Officer and Company Secretary

Shri. Vineet Suchanti -Shri. Uday S. Patil 22.33 Shri. Manish Desai -Shri. Shishir Dalal -Shri. Anish Malhotra -Smt. Rinku Suchanti -Ms. Renita Crasto (upto 02-12-2022) -Ms. Simran Kashela (w.e.f. 13-02-2023) -

 

c. The percentage increase in the median remuneration of employees in the financial year:2.52%

 

d. The number of permanent employees on the rolls of Company: 21

 

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

There was no annual increase during the last financial year.

The management wish to retain the well settled manpower by making annual increment irrespective of Company’s financial performance. Increase in the managerial remuneration for the year was 22.33%.

 

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

 

"Annexure [B]" to Directors Report

Form MR - 3

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] FOR THE FINANCIAL YEAR ENDED 31^ST MARCH 2023

To

The Members of

Keynote Financial Services Limited

(Formerly known as Keynote Corporate Services Limited)

We have conducted the Secretarial Audit of the compliance of applicable statutory provision and the adherence to good corporate practices by M/s. Keynote Financial Services Limited (CIN: L67120MH1993PLC072407) (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. verification Based our of books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended 31^st March 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minutes’ books, forms and returns filed and other records maintained by M/s. K eynote Financial Services Limited for the financial year ended 31^st March 2023 according to the provisions of:

(i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder.

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder.

(iii) The Depositories Act, 1996 and the Regulations any Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of

Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011.

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018 [Not Applicable as the Company has not issued any further share capital during the period under review];

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021

 

[Not applicable during the period under review];

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)

Regulations, 2021; [Not Applicable as the Company has not issued and listed any debt securities during the financial year under review];

(f) The Securities and Exchange Board of India (Registrars to issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; [Not applicable during the period under review]; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; [Not applicable during the period under review]

(i) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018. specifically vi) other laws applicable to the Company:

Securities Exchange Board of India (Merchant Bankers) Regulation,1992.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

 

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Woman Director. There were no changes in the composition of the Board of Directors during the period under review.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations, and guidelines.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. Please note the following observations:

Mr. Uday Patil, Whole time Director of the Company is being paid professional fees during the year under review for the services rendered in his professional capacity in terms of Para B of Section II of Schedule V of the Companies Act. Mr. Uday Patil is holding 0.03% of the share capital of the Company which were allotted to him under the scheme formulated for firm allotment to promoters, their friends, relatives, business associates including employees in 1994 prior to the Initial Public Offer of the Company. The company has passed requisite applicable resolutions in this regard.

During the year under review, the Company has granted loan to Keynote Fincorp Limited (KFL) which falls under the purview of Section 185(2) of the Companies Act 2013 without passing a Special Resolution as required under the said section. The Company holds 57.14 % of the Share Capital of KFL and the remaining Capital to the extent of 42.86% is held by Keynote Capitals Limited which is a wholly owned subsidiary of Keynote Financial Services Limited.

Hence, the beneficiary interest of KFL lies completely with the company through its Wholly owned Subsidiary, Keynote Capitals Limited.

We further report that during the audit period there were no major events which had any bearing on the Company’s affairs in pursuance of the above-referred laws, rules, regulations, guidelines etc.

	For Uma Lodha & Co.
	Sd/-
	Uma Lodha
	Proprietor
	FCS No. : 5363
	C.P. No.2593
Place: Mumbai	UDIN: F005363E000347045
Date: 26/05/2023	Peer Review Certificate No.950/2020