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Keynote Corporate Services Ltd.

BSE: 512597 Sector: Financials
NSE: KEYCORPSER ISIN Code: INE681C01015
BSE LIVE 14:41 | 22 Sep 64.40 -3.00
(-4.45%)
OPEN

70.70

HIGH

70.75

LOW

64.40

NSE 11:35 | 22 Sep 67.55 3.05
(4.73%)
OPEN

67.55

HIGH

67.55

LOW

67.55

OPEN 70.70
PREVIOUS CLOSE 67.40
VOLUME 992
52-Week high 97.90
52-Week low 30.50
P/E 14.50
Mkt Cap.(Rs cr) 45
Buy Price 64.40
Buy Qty 6.00
Sell Price 66.65
Sell Qty 14.00
OPEN 70.70
CLOSE 67.40
VOLUME 992
52-Week high 97.90
52-Week low 30.50
P/E 14.50
Mkt Cap.(Rs cr) 45
Buy Price 64.40
Buy Qty 6.00
Sell Price 66.65
Sell Qty 14.00

Keynote Corporate Services Ltd. (KEYCORPSER) - Auditors Report

Company auditors report

To the Members of

Keynote Corporate Services Limited

Report on the Financial Statements

We have audited the accompanying standalone financial statements of KeynoteCorporate Services Limited("theCompany") which comprise the Balance Sheetas at 31March 2017 the Statement of Profit and Loss and the Cash Flow Statement for theyear then ended and a summary of the significant accounting policies and otherexplanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors are responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparationand presentation of these standalone financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities;selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company’s Directors as well as evaluating theoverall presentation of the financial statements. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion onthe standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31 March 2017 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order 2016 (‘theOrder’) issued by the Central Government of India in terms of sub-section (11) ofSection 143 of the Act we give in the Annexure A a statement on the matters specified inparagraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit. (b) In ouropinion proper books of account as required by law have been kept by the Company so faras it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account; (d) In our opinionthe aforesaid standalone financial statements comply with the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. (e) On the basis of the written representations received from the directorsas on 31 March 2017 taken on record by the Board of Directors none of the directors aredisqualified as on 31 March 2017 from being appointed as a director in terms of Section164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B"; and (g) With respect to the other matters to beincluded in the Auditor’s Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules 2014 in our opinion and to the best of our information andaccording to the explanations given to us: i. The Company does not have any pendinglitigations which would impact its financial position.

ii. The Company has made provision as at 31 March 2017 as required under theapplicable law or accounting standard for foreseeable losses if any on long-termcontracts. Refer Note 32 to the Standalone financial statements. iii. There has been nodelay in transferring amount required to be transferred to the Investor Education andProtection Fund by the Company.

iv. the Company has provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8 November2016 to 30 December 2016 and these are in accordance with the books of accounts maintainedby the Company. Refer Note 38 to the financial statements.

For S M S R & Co LLP
Chartered Accountants
Firm’s Registration No: 110592W/W-100094
Sd/-
Uliyar Balakrishna Bhat
Mumbai Partner
Date: 25 May 2017 Membership No:019216

ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT – 31 MARCH 2017

(Referred to in our report of even date)

i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The During the year the fixed assets have been physically verified by themanagement and as informed no material discrepancies were noticed on such verification.In our opinion this periodicity of physical verification is reasonable having regard tothe size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company. ii. The Company is a service company primarily renderingservices of investment banking corporate advisory and ESOP advisory services.

Accordingly it does not hold any physical inventories. Thus paragraph 3(ii) of theOrder is not applicable to the Company. iii. The Company has granted loans to two bodiescorporate covered in the register maintained under section 189 of the Companies Act 2013(‘the Act’).

(a) In our opinion the rate of interest and other terms and conditions on which theloans had been granted to the bodies corporate listed in the register maintained underSection 189 of the Act were not prima facie prejudicial to the interest of the Company(b) In the case of the loans granted to the bodies corporate listed in the registermaintained under section 189 of the Act the borrowers have been regular in the payment ofthe principal and interest as stipulated (c) There are no overdue amounts in respect ofthe loan granted to a body corporate listed in the register maintained under section 189of the Act iv. In our opinion and according to the information and explanations given tous the Company has complied with the provisions of Section 185 and 186 of the Act withrespect to the loans and investments made. v. In our opinion and according to theinformation and explanations given to us the Company has not accepted deposits as per thedirectives issued by the Reserve Bank of India under the provisions of Sections 73 to 76or any other relevant provisions of the Act and the rules framed there under. Accordinglyparagraph 3(v) of the Order is not applicable to the Company. vi. The Central Governmenthas not prescribed the maintenance of cost records under Section 148(1) of the Act forany of the services rendered by the Company. vii. (a) According to the information andexplanations given to us and on the basis of our examination of the records of theCompany amounts deducted/accrued in the books of account in respect of undisputedstatutory dues including Provident Fund Employees’ State Insurance Income-taxService tax and other material statutory dues have been generally regularly depositedduring the year by the Company with the appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident Fund Employees’ State Insurance and Service tax andother material statutory dues were in arrears as at 31 March 2017 for a period of morethan six months from the date they became payable.

(b) According to the information and explanations given to us there are no dues ofProvident fund Employees’ State Insurance and Service tax which have not beendeposited with the appropriate authorities on account of any dispute other than thosementioned below:

Name of the Statute Nature of dues Amount (Rs) Period to which amount relates Forum where dispute is pending
Income Tax Act 1961 Income tax 9700 A.Y. 2011-12 Deputy Commissioner of Income Tax
Income Tax Act 1961 Income tax 8670 A.Y. 2016-17 Deputy Commissioner of Income Tax

viii. In According to the information and explanations given to us the Company has notdefaulted in repayment of dues to financial institutions and banks. The company does nothave any loan or borrowings from government or debenture holders during the year. ix. TheCompany did not raise any money by way of initial public offer or further public offer(including debt instruments) or term loans. Accordingly paragraph 3(ix) of the Order isnot applicable to the Company.

x. According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during thecourse of our audit. xi. According to the information and explanations give to us andbased on our examination of the records of the Company the Company has paid/ provided formanagerial remuneration in accordance with the requisite approvals mandated by theprovisions of section 197 read with Schedule V to the Act. xii. In our opinion andaccording to the information and explanations given to us the Company is not a NidhiCompany. Accordingly paragraph 3(xii) of the Order is not applicable to the Company.xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the standalone financial statements as required by theapplicable accounting standards. xiv. According to the information and explanations giveto us and based on our examination of the records of the Company the Company has not madeany preferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly paragraph 3 (xiv) of the Order is not applicableto the Company. xv. According to the information and explanations given to us and based onour examination of the records of the Company the Company has not entered into anynon-cash transactions with directors or persons connected with him.

Accordingly paragraph 3(xv) of the Order is not applicable to the Company. xvi.According to the information and explanations given to us the Company is not required tobe registered under Section 45-IA of the Reserve Bank of India Act 1934. Accordinglyparagraph 3(xvi) of the Order is not applicable to the Company.

For S M S R & Co LLP
Chartered Accountants
Firm’s Registration No: 110592W/W-100094
Sd/-
Uliyar Balakrishna Bhat
Mumbai Partner
Date: 25 May 2017 Membership No:019216

ANNEXURE B TO THE INDEPENDENT AUDITORS’ REPORT OF EVEN DATE ON THE FINANCIAL

STATEMENTS OF KEYNOTE CORPORATE SERVICES LIMITED – 31 MARCH 2017

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of KeynoteCorporate Services Limited ("the Company") as of 31 March 2017 in conjunctionwith our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of

Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India (‘ICAI’). These responsibilities include thedesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company’s policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over

Financial Reporting (the "Guidance Note") and the Standards on Auditingissued by ICAI and deemed to be prescribed under Section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor’s judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company’s internal financial controlssystem over financial reporting.

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For S M S R & Co LLP
Chartered Accountants
Firm’s Registration No: 110592W/W-100094
Sd/-
Uliyar Balakrishna Bhat
Mumbai Partner
Date: 25 May 2017 Membership No:019216