Dear Shareholder(s),
Your directors have pleasure in presenting their 32nd Annual
Report together with the Audited Accounts of your Company for the year ended March 31,
2025.
FINANCIAL RESULTS
(Rs In Lakhs)
Particulars |
Year Ended 31-03-2025 |
Year Ended 31-03-2024 |
| Total Income |
1,063.43 |
2,573.25 |
| Gross Operating Profit |
283.25 |
1,482.45 |
| Depreciation |
30.64 |
21.03 |
| Exceptional Items |
— |
— |
| Profit Before Tax |
252.61 |
1,461.42 |
| Provision for : |
|
|
| Current Tax |
22.34 |
178.53 |
| Deferred Tax Liability/(Assets) |
(161.33) |
181.90 |
| Taxation of earlier years |
18.30 |
— |
| Profit After Tax |
373.30 |
1,100.99 |
| Other Comprehensive Income |
-1.21 |
-9.19 |
| Profit/(loss) brought forward from Previous
year |
372.09 |
1,091.80 |
| Surplus available for appropriations |
4,050.88 |
3,029.26 |
| Proposed Dividend |
70.18 |
70.18 |
| Tax on Dividend |
|
|
| Transferred to General Reserve |
|
|
| Balance carried forward |
4,352.79 |
4,050.88 |
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 March 31,
2025, and the same will be paid subject to the approval of the shareholders at the 32nd
Annual General Meeting (AGM) of the Company.
OPERATIONS
Total income on a standalone basis for the Financial Year 2024-2025 was
Rs 1,063.43 lakhs as against Rs 2,573.25 lakhs for the Financial Year 2023-2024.
The total revenue from sale of services for the Financial Year 2024-2025 was Rs 593.73
lakhs as compared to Rs 1,687.46 lakhs for the financial year ended 2023-2024. The net
profit of the company on a standalone basis for the Financial Year 2024-2025 wasRs 373.30
lakhs as compared to Rs 1,100.99 lakhs for the Financial Year 2023-2024. There has been a
net gain on account of fair value changes of Rs 359.26 lakhs during the current financial
year.
Consolidated Results
Total income from operations on a consolidated basis for the Financial
Year 2024-2025 was Rs 3,074.31 lakhs as against Rs 4,961.71 lakhs for the Financial Year
ended 2023-2024. The company registered a net profit of
Rs 1,456.99 lakhs on a consolidated basis as against a net profit of Rs
2,678.53 lakhs for the Financial Year 2023-2024. There has been a net gain due to
fair value changes amounting to Rs 680.55 lakhs. Your Company continues to provide
services of Merchant Banking on ECM in the mid-market client segment. With a focus on IPOs
on the main board, your Company is currently working actively on several mandates as BRLM
which will fructify over the next 12-18 months.
The Company also concluded a few mandates on Corporate Finance and
Advisory. The Company also continued its practice of providing services to Alternative
Investment Funds (AIFs) as mandated by SEBI and issued more than 50 Due Diligence
Certificates for various AIFs.
OPERATIONS OF SUBSIDIARIES AND ASSOCIATE COMPANY
At present, the Company has two subsidiaries and one associate company,
namely:
Keynote Capitals Limited (KCL) a wholly owned subsidiary and an
integrated broking house. KCL is a member of both BSE and NSE and is also a Depository
Participant with Central Depository Services (India) Limited (CDSL).
Keynote Fincorp Limited (KFIN) a Non-Banking Financial Company (NBFC).
Maple Leaf Trading and Services Limited an associate company.
In the past year, KCL has continued 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.
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 has also expanded into areas, such as Gold.
KCL continues to actively invest in the early stage ventures &
start-up space through minority investments such as ‘50 Fin',
‘Arthum'.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
Keynote Capitals limited (KCL, 100% subsidiary) and Keynote Fincorp
Limited (KFIN) are subsidiary companies of KFSL.
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 financial statements
along with relevant documents and separate audited are available on the website of the
Company.
The financial statements of the subsidiary Companies are kept for
inspection by the shareholders at the Registered Office of the Company. The Company shall
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 compliance 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 Ltd., (BSE) and National Stock Exchange of India Ltd., (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 March
31, 2025, 98.54% of equity capital of the company is in dematerialized mode.
CHANGE IN THE SHARE CAPITAL OF THE COMPANY
The Company has completed the reduction of its share capital in
accordance with the provisions of Section 66 of the Companies Act, 2013 and in compliance
with Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with SEBI Circular CFD/DIL3/CIR/2017/21 dated March 10, 2017. In
this regard, the Company first obtained No Objection Certificates (NOCs) from BSE Limited
and National Stock Exchange of India Limited, followed by approval of the shareholders
through a Special Resolution. Thereafter, an application was filed with the Hon'ble
National Company Law Tribunal (NCLT), which approved the reduction vide its order dated 9th
January 2025. Post NCLT approval, the Company filed the said order with the Registrar of
Companies (RoC) and submitted all necessary post-confirmation cancellation of the
extinguished shares. Consequently, the paid-up share capital of the Company has been
revised from Rs 7,01,83,390/- to Rs 5,56,66,370/-
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 thereunder during the year ended March 31, 2025.
PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS
The particulars of loans, guarantees, and investments have been
disclosed in the notes to the financial
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an 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. and
recommendations if any, along with corrective actions thereon are required to be
Significant 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 23.80 Lakhs (previous year Rs 16.65 Lakhs). b) The foreign exchange
expenditure Rs 6.79 Lakh (previous year Rs 3.07 Lakh).
STATE OF AFFAIRS
The information on the state of affairs of the Company has been given
as part of the Management Discussion and Analysis Report, forming part of the 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):
As of March 31, 2025, the Company has six Directors on the Board,
comprising Two Executive Directors,
One Non-Executive and Non-Independent Director, and Three Independent
Directors on the Board of which one is a Woman Director.
Appointment
The Committee of Directors, based on the recommendation of the
Nomination and Remuneration
Committee at its meeting held on May 2, 2024, has appointed Mr. Rakesh
Choudhari (DIN: 00009093) as a Non-Executive and Non-Independent Director of the Company.
His appointment will be effective from May 2, 2024 subject to approval by the Members at
the General Meeting or within three months from the date of appointment, whichever is
earlier.
The Committee of Directors, based on the recommendation of the
Nomination and Remuneration Committee at its meeting held on February 14, 2025, has
appointed Mr. Pankaj Joshi (DIN: 00937043) as an Additional Independent Director of the
Company. His appointment will be effective from March 31, 2025, for a term of five (5)
years from March 31, 2025, to March 30, 2030 subject to approval by the Members at the
General Meeting or within three months from the date of appointment, whichever is earlier.
Consequently, Mr. Joshi shall also become a Member of Audit Committee and the Nomination
and Remuneration Committee of the company effective from 1st April, 2025, and members has
approved his as Non-Executive & Independent Director on 8th May 2025.
Retire By Rotation
Mr. Rakesh Choudhari (DIN- 00009093) retires by rotation and being
eligible, offers himself a reappointment. A resolution seeking Shareholder's approval
for his reappointment along with other required details forms part of the notice.
Re-appointments
On May 6, 2024, the Members approved the re-appointment of Mr. Vineet
Suchanti (DIN-00004031) as a Managing Director of the Company for a further period of
three (3) years, effective from April 1, 2024, to March 31, 2027.
Resignation
During the year, Mr. Shishir Dalal (DIN- 00007008)) ceased to be
Director of the Company, effective from March 31, 2025, upon completion of term as an
Independent Director. The Board places on record its appreciation for their invaluable
continuation and guidance.
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.
(ii) 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 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 six (6) times during the financial
year, i.e. on May 2, 12, 2024, November 14, 2024, January 21, 2025, and February 14, 2025,
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 May 30, 2024, August
12, 2024, November 14, 2024, and February 14, 2025, 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 thefinancial year i.e. on May 2, 2024, August 12, 2024, and February 14, 2025, 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
financialyear on February 14, 2025 , 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 March 31, 2025, 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 sufficientcare 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 M. K. Saraswat & Associates
LLP (Formerly known as M. K. Saraswat and Associates) Practicing
Company Secretaries confirmingthat 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 Section197 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 March 31, 2025, 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 March 31, 2025, 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 March 31,
2025. The Secretarial Audit Report is annexed herewith as "Annexure B"
Further, the Secretarial Compliance Report for the financial year ended
31st March 2025 was obtained from M. K. Saraswat & Associates LLP
(Formerly known as M. K. Saraswat and Associates) Practicing Company Secretaries, in
relation to compliance of all applicable SEBI Regulations/circulars/guidelines issued
there under, pursuant to requirement of Regulation 24A of Listing Regulations. The said
Report is annexed as part of this
Annual Report.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. In addition to the above, a report on secretarial
compliance for the financial year ended March 31, 2025, is being submitted to the Stock
Exchanges.
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
S M S R & CO LLP Chartered Accountants, Mumbai (Firm Registration
No. 110592W/W100094) was reappointed as Statutory Auditors of the Company at 28th
Annual General Meeting which was held on September 29, 2021 to hold the office as
Statutory Auditor for second term of five (5) years fromtheconclusion th Annual
General Meeting till conclusion of 33rd Annual General Meeting of the Company.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act, and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company at their meeting held on 29th May
2025, on the recommendation made by the Audit Committee, has appointed
M. K. Saraswat & Associates LLP (Formerly known as M. K. Saraswat and Associates)
["MK"] as the Secretarial Auditors of the Company to undertake the Secretarial
Audit for Financial Year 2024-25, based on consent received from MK. Pursuant to a recent
amendment in the Listing Regulations, every listed entity and its material unlisted
subsidiaries incorporated in India shall undertake Secretarial Audit by a Secretarial
Auditor who shall be a Peer Reviewed Company Secretary. Further, the Company can appoint a
Secretarial Audit firm as Secretarial Auditor for not more than two terms of 5(five)
consecutive years, with the approval of its shareholders in its Annual General Meeting. In
this regard, the Board of Directors in their meeting held on May 29, 2025, based on the
recommendation made by the Audit Committee and subject to the approval of shareholders in
the ensuing AGM, have appointed MK. a peer reviewed firm of Company Secretaries in
Practice, as the Secretarial Auditors of the Company for first term of 5 (five)
consecutive financial year, to undertake the Secretarial Audit from Financial Year 2025-26
to Financial Year 2029-30, based on consent received from MK.
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/2025/08/Whsitle-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/2025/06/
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 2024-2025 were in the
ordinary course of business and on an arm's length basis. There were no contracts,
arrangements or transactions entered during the financial year 2024-2025 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 2024-2025 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 Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors 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 identifiedany 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 while trading/ dealing in Company's shares and sharing unpublished
price sensitive information ("UPSI"). 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/2025/06/Code-of-Conduct-to-Regulate-Monitor-and-Reporting-by-Insiders-PIT.pdf
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
Your Company has filed an application under Regulation 37 of the SEBI
Listing Obligations and Disclosure Requirements (LODR) 2015, with the Bombay Stock
Exchange (BSE) and National Stock Exchange (NSE) regarding the selective reduction of
share capital between Keynote Financial Services Limited ("Company") and its
Shareholders and its Creditors. On April 15, 2024, both Stock Exchanges has issued
"No Observation Letter" to the Company. On May 6, 2024, the Company has obtained
Shareholders approval through postal ballot related to selective reduction of share
capital of the Company under Section 66 of the Companies Act, 2013.
On June 21, 2024, the Company has filed an application with the
National Company Law Tribunal (NCLT) Mumbai, in the said matter. On July 10, 2024, the
NCLT, Mumbai issued an interim order and scheduled a hearing on October 16, 2024.
The NCLT approved the Selective Reduction of Share Capital on January
9, 2025. Thereafter, the company made a post application with the BSE Limited (BSE) and
National Stock Exchange of India Limited, (NSE) related to cancellation and extinguishment
of 14,51,702 Equity Shares and has received the approval letter on February 5, 2025 from
BSE Limited and February 14, 2025 from NSE respectively
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 required under section 124 of the Act, the unclaimed dividend amount
of Rs 1,66,726/- (Rupees One Lakh Sixty Six Thousand Seven Hundred Twenty-Six only)
pertaining to the Financial Year 2016-2017 lying with the Company for a period of seven
years was transferred during the financial year 2023-2024 to the
Investor Education and Protection Fund (IEPF) on 25th
October, 2024.
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 Education 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 2023-2024 Company transferred 6100 Equity
Shares to the Investor Education and Protection Fund (IFPF) Authority
on 6th November, 2024. 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 March 31, 2025 (in Rs) |
| 9th August, 2018 |
2017 - 2018 |
16th September, 2025 |
1,95,353.00 |
| 13th August, 2019 |
2018 - 2019 |
20th September, 2026 |
79,232.00 |
| 30th September, 2020 |
2019 - 2020 |
7th November, 2027 |
79,694.40 |
| 29th September, 2021 |
2020 - 2021 |
6th November, 2028 |
81,114.03 |
| 28th September, 2022 |
2021 - 2022 |
5th November, 2029 |
76,890.00 |
| 29th September, 2023 |
2022 - 2023 |
6th November, 2030 |
61,064.00 |
| 26th September, 2024 |
2023 - 2024 |
3rd November, 2031 |
95,297.00 |
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE
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/2024/04/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 2024-2025, 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.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit
Act, 1961, including all applicable amendments and rules framed thereunder. The Company is
committed to ensuring a safe, inclusive, and supportive workplace for women employees. All
eligible women employees are provided with maternity benefits prescribed under the
Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and
protection from dismissal during maternity leave. The Company also ensures that no
discrimination is made in recruitment or service conditions on the grounds of maternity.
Necessary internal systems and HR policies are in place to uphold the spirit and letter of
the legislation.
GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion
(DEI), the Company discloses below the gender composition of its workforce as on March 31,
2025. Male Employees: 15, Female Employees: 13 and
Transgender Employees: NIL
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), MUFG
Intime India Private Limited, S M S R & CO. LLP Statutory Auditors, R. B. Pandya &
Co., Internal Auditors, M. K. Saraswat & Associates LLP (Formerly known as M. K.
Saraswat and Associates) Secretarial Auditors, our Clients, Bankers,
Employees and other Stakeholders and Government Agencies for their
continued support.
For and on behalf of the Board Keynote Financial Services Limited
|
Sd/- |
Sd/- |
|
Vineet Suchanti |
Rinku Suchanti |
Date: August 14, 2025 |
Managing Director & CFO |
Director |
Place: Mumbai |
DIN: 00004031 |
DIN: 00012903 |
|