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Keynote Corporate Services Ltd.

BSE: 512597 Sector: Financials
NSE: KEYCORPSER ISIN Code: INE681C01015
BSE LIVE 15:40 | 17 Nov 72.10 0.15
(0.21%)
OPEN

68.40

HIGH

74.50

LOW

68.40

NSE 11:06 | 20 Nov 63.55 -3.30
(-4.94%)
OPEN

63.55

HIGH

63.55

LOW

63.55

OPEN 68.40
PREVIOUS CLOSE 71.95
VOLUME 8
52-Week high 97.90
52-Week low 39.80
P/E 16.24
Mkt Cap.(Rs cr) 51
Buy Price 0.00
Buy Qty 0.00
Sell Price 72.10
Sell Qty 900.00
OPEN 68.40
CLOSE 71.95
VOLUME 8
52-Week high 97.90
52-Week low 39.80
P/E 16.24
Mkt Cap.(Rs cr) 51
Buy Price 0.00
Buy Qty 0.00
Sell Price 72.10
Sell Qty 900.00

Keynote Corporate Services Ltd. (KEYCORPSER) - Director Report

Company director report

The Members of KEYNOTE CORPORATE SERVICES LIMITED

Dear Shareholder(s)

Your Directors have pleasure in presenting their 24th Annual Report togetherwith the Audited Accounts of your Company for the year ended 31st March 2017.

FINANCIAL RESULTS

(Rs In lacs)

Particulars Year Ended 31-03-2017 Year Ended 31-03-2016
Total Income 763.98 997.87
Gross Operating Profit 278.09 525.55
Depreciation 41.24 44.03
Exceptional Items - -
Profit Before Tax 236.85 481.52
Provision for :
Current Tax 48.32 114.95
Short / (Excess) provision for tax in respect of earlier years 03.08 00.72
Deferred Tax Liability/(Assets) (3.51) 18.15
Profit After Tax 188.96 347.70
Profit/(Loss) brought forward from Previous year 1832.97 1567.59
Surplus available for appropriations 2021.93 1915.29
Proposed Dividend 70.18 70.18
Tax on Dividend 14.29 12.14
Transferred to General Reserve - -
Balance carried forward 2021.93 1832.97

DIVIDEND

Your directors are pleased to recommend a dividend of Rs 1/- per Equity Share of facevalue of Rs 10/- each (i.e. 10%) for the year ended 31st March 2017. Thedividend will be paid subject to approval of members at the 24th Annual GeneralMeeting (AGM).

OPERATIONS

The financial year 2016-17 witnessed a marginal increase in public equity marketdominated by IPOs. 25 Main Board IPOs were launched during the financial year and 78 SMEIPOs were completed in the same year. The average issue size in SME segment enhanced toabout Rs 10 crores as against about Rs 6 crores. The mobilization of resources throughRights issue had declined. During the financial year 13 Rights issues were completed. YourCompany successfully completed SME IPO Rights issues and have handled Exit offers inrespect of Companies shifted to ‘Dissemination Board’ by SEBI. Company focusedon quality transactions with full-fledged efforts towards transparency and completion ofassignments in appropriate manner. Your Company was successful in handling about 24% ofthe Rights issues completed during the financial year and was ranked no.1 InvestmentBanker (Prime Database) in respect of number of Rights issues handled.

Besides capital market transactions Company continued to provide corporate advisoryservices valuations ESOP advisory services to various clients. Company continued tomaintain long term business relationship with the prominent clients. The total incomeduring the year was Rs 763.98 lacs as against Rs 997.87 lacs for the previous year.Consequently the profit after tax was at a lower level to Rs 188.96 lacs. November 2016witnessed a path breaking initiative of demonetization by the Government of India. Duringthe period capital market activity was subdued. However activity is likely to pick up andCompany hopes to get benefited.

OPERATIONS OF SUBSIDIARIES

Presently your company has two subsidiaries namely Keynote Capitals Limited (KCL) anintegrated 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. KCL has a subsidiary namely Keynote Commodities Ltd. which is member of MultiCommodity Exchange of India (MCX).

Besides trading KCL also concentrated on marketing of financial products such as IPOs.During the year KCL was ranked as No.1 ‘Underwriter’ by Prime. KCL also offeredits holding in BSE shares for sale in the recently concluded IPO of BSE.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Keynote Capitals Limited (KCL) and Keynote Fincorp Limited (KFIN) are subsidiarycompanies. Presently Keynote Capitals Limited has one wholly owned subsidiary namelyKeynote Commodities Limited.

Pursuant to the provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company’s subsidiaries in Form AOC-1is attached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited 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 theshareholders at the Registered Office of the Company. The company shall provide free ofcost the copy of the financial statement of its subsidiary companies to the shareholdersupon 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 (ListingObligations and Disclosure Requirements) Regulations 2015 ["ListingRegulations"] the consolidated financial statement have been prepared by the Companyin accordance with the applicable Accounting standards. The audited consolidated financialstatements together with Auditors Report form part of the Annual Report.

The company has formulated a policy for determining ‘material’ subsidiariesand such policy is disclosed on the company’s Websitehttp://www.keynoteindia.net/document-hosting/financial_results/Material_SubsidiaryPolicy.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 theManagement 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 specifiedCorporate Governance practices. These practices have been fully implemented and acertificate from the Practicing Company Secretary as well as a detailed report onCorporate Governance approved by the Board of Directors of the Company is set out in theAnnual Report. Your Company has also been enlisted in the new SEBI Complaint RedressalSystem (SCORES) enabling the investors to register their complaints if any for speedyredressal.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company continued to be listed and traded on the BSE Limited(BSE) and National Stock Exchange of India Ltd. (NSE). The scrip code number of the EquityShares of the Company on BSE is 512597/KEYCORPSER and on NSE is KEYCORPSER. The Companyhas 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 hassigned the tripartite agreement with National Securities Depository Ltd. (NSDL) CentralDepository Services (India) Ltd. (CDSL) and existing Registrar & Transfer Agent fordematerialization of existing holding of the shareholders. The International SecuritiesIdentification Number (ISIN) allotted to the Company is INE681C01015. The Equity Sharesof the Company are listed and traded on BSE and NSE. On BSE the equity shares of theCompany are traded in "B" segment. The Equity Shares of the Company are beingtraded in compulsory dematerialized mode. Presently 96.55% of equity capital of thecompany is in dematerialized mode.

PUBLIC DEPOSIT

Your Company has neither accepted nor renewed any deposit within the meaning of Section73 and other applicable provisions if any of the Companies Act 2013 and the necessaryrules made there under during the year ended 31st March 2017.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function iswell defined. To maintain its objectivity and independence the Internal Audit functionreports to the Chairman of the Audit Committee of the Board & to Managing Director.The Accounts Department monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and based on the report of internal audit the management undertakes correctiveaction in the respective areas and thereby strengthens the controls. Significant auditobservations and recommendations if any along with corrective actions thereon arerequired to be presented to the Audit Committee of the Board. During this financial yearno such observations have been made.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company understands and values Corporate Social Responsibility (CSR) initiativesof the Government and has also noted the requirements of CSR activities in terms ofCompanies Act 2013. The requirement of mandatory implementation of CSR activity ispresently 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 yourdirectors have nothing to report with regard to conservation of energy as required underthe 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 industryand has adopted the state of the art transaction billing and accounting systems and alsorisk management solutions.

(C) Foreign exchange earnings and Outgo: a) The foreign exchange earnings Rs 35.91lacs (previous year Rs 25.85 lacs). b) The foreign exchange expenditure Rs 1.07 lacs(previous year Rs 0.82 lacs).

STATE OF AFFAIRS

During the year under review your Company enjoyed cordial relationship with employeesat all levels.

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

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

DIRECTOR AND KEY MANAGERIAL PERSONNEL (KMP)

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

During the Financial Year there was no change in Composition of the Board of Directors.Events occurred between the end of the financial year of the Company and date of thisreport: a. Shri. Vineet Suchanti approached the Company informing about variousopportunities abroad which he wished to explore and evaluate. As a result he will not bein a position to look after day to day affairs of the Company and hence resigned asManaging Director w.e.f. 5th April 2017 and expressed his willingness tocontinue as Non-Executive Director of the Company. Accordingly the Board has appointedhim as a Non-executive Director of the Company. b. Smt. Rinku Suchanti a Non ExecutiveDirector of the Company expressed her willingness and gives her consent to act as aWhole-time Director of the Company. Accordingly the Board appointed her as Whole-timeDirector w.e.f 25th May 2017 subject to approval by the Members of theCompany. c. Ms. Saloni Maru has resigned with effect from 21st April 2017 andShri. Sujeet Krishna More has joined as Company Secretary and Compliance Officer of theCompany with effect from 25th May 2017.

(ii) Retirement by rotation:

As per the provisions of Section 152 of the Companies Act 2013 Shri Uday S. Patil(DIN: 00003978) retire by rotation at the ensuing Annual General Meeting and beingeligible offer himself for re-appointment. Your Directors recommend their approval.

(iii) Declaration of Independence

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued there under as well asRegulation 25 of the Listing Regulations.

(iv) Board Evaluation

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

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

members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

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

The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

(v) DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued there under and Regulation 19 of the ListingRegulations the Board of Directors at their meeting held on 7th August 2014formulated the Nomination and Remuneration Policy of your Company on the recommendationsof the Nomination and Remuneration Committee. The salient aspects covered in theNomination and Remuneration Policy covering the policy on appointment and remuneration ofDirectors and other matters have been outlined in the Corporate Governance Report whichforms part of this Report.

(vi) 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 26thMay 2016 11th August 2016 10th November 2016 and 9thFebruary 2017 in respect of which proper notices were given and the proceedings wereproperly recorded and signed in the Minute Book maintained for the purpose. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

The Audit Committee duly met four (4) times during the financial year i.e. on 26thMay 2016 11th August 2016 10th November 2016 and 9thFebruary 2017 in respect of which proper notices were given and the proceedings wereproperly recorded and signed in the Minute Book maintained for the purpose.

(vii) Directors Responsibility Statement

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

(a) In the preparation of the annual accounts for the year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

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

(c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 andthat such internal financial controls are adequate and were operating effectively; and

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

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT 2013 ANDRULES FRAMED THEREUNDER

In accordance with the provisions of section 197(12) of the Companies Act 2013 theratio of the remuneration of each Director to the median employee’s remuneration andother details in terms of sub section 12 of Section 197 of the Companies Act 2013 readwith 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 Rule5(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 isavailable for inspection by Members at the Registered Office of the Company 21 (Twentyone) days before and up to the date of the ensuing Annual General Meeting during thebusiness hours on working days. Any Shareholder interested in obtaining a copy of the saidAnnexure may write to the Company Secretary & Compliance Officer at the RegisteredOffice of the Company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rule 2014 the Extract of Annual Return (Form No.MGT-9) as on the financial year ended on 31st March 2017 is enclosed as "Annexure– [B]" to the Directors’ Report.

AUDIT REPORTS AND AUDITORS

AUDIT REPORTS

The observations made by the Statutory Auditors in their Report for the Financial YearEnded 31st March 2017 read with the explanatory notes therein areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under section 134(3) of the Companies Act 2013.

The Secretarial Auditor’s Report for the Financial Year 2016-17 does not containany qualification reservation or adverse remark. The Secretarial Audit Report is annexedherewith as "Annexure - [C]"

AUDITORS Statutory Auditors

M/s. S M S R & CO LLP Chartered Accountants Mumbai (Firm Registration No.110592W/W100094) was re-appointed as Statutory Auditors of the Company at 23rdAnnual General Meeting which was held on 29th July 2016 to hold the office asStatutory Auditor from the conclusion of 23rd Annual General Meeting tillconclusion of 28th Annual General Meeting (AGM) of the Company subject toratification by the Members of the Company at every Annual General Meeting (AGM). M/s. S MS R & CO LLP is willing to act as a Statutory Auditor of the Company for the financialyear 2017 – 2018. The Company has received a written consent from them vide letterNo. SMSR/2017-18/AAS/SS/002 dated 5th April 2017 for their reappointment andalso confirmations from the said Auditors that they are not disqualified to act as theAuditors and are eligible to hold the office as Statutory Auditors of the Company.

As recommended by Audit Committee the Board has proposed the appointment of M/s. S M SR & CO LLP Chartered Accountants Mumbai (Firm Registration No. 110592W/W100094) asStatutory Auditors for the financial year 2017-2018.

Necessary resolution for appointment of the said Auditors is included in the Notice ofAnnual General Meeting for seeking approval of members.

Secretarial Auditor

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and Employees to report genuine concerns has beenestablished.

The purpose of the "Whistleblower Policy" is to allow employees to raiseconcerns about unacceptable improper or unethical practices being followed in theorganization. They will be protected against any adverse action and/ or discrimination asa result of such a reporting provided it is justified and made in good faith. TheChairman of the Audit Committee has been designated for the purpose of receiving andrecording any complaints under this policy. The Vigil Mechanism Policy has been uploadedon the website of the Company athttp://www.keynoteindia.net/document-hosting/financial_results/WHISTLE%20BLOWER%20POLICY.pdf

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year as per Form AOC-2 is enclosed as "Annexure-D".The Board of Directors of the Company has on the recommendation of the Audit Committeeadopted a policy to regulate transactions between the Company and its Related Parties incompliance with the applicable provisions of the Companies Act 2013 the Rules there underand the Listing Regulations. This Policy was considered and approved by the Board has beenuploaded on the website of the Company athttp://www.keynoteindia.net/document-hosting/financial_results/Keynote_Policy%20on%20Related%20Party%20Transactions.pdf

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been placed on the Company’s website www.keynoteindia.netThe Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. All the Board Members and the Senior Management personnelhave complied compliance with the Code.

RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act 2013 & Regulation 17 ofListing Regulations the Company has formulated risk management policy and the same hasbeen placed on the company website.http://www.keynoteindia.net/document-hosting/financial_results/Keynote_Risk%20Management%20Policy.pdfAt present the company has not identified any element of risk which may adversely affectfunctioning of the company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. Said code of conduct is in line with SEBI (Prohibition of Insider Trading)Regulations 2015. The Code requires pre-clearance for dealing in the Company’sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code. All the Directors and the designatedemployees have complied with the Code.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

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

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 informationas 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 andhence no information as per provisions of Section 54(1) (d) of the Act read with Rule8(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 duringthe year under review and hence no information as per provisions of Section 62(1) (b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

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

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 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 ofDirectors 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 Pvt. LimitedM/s. S M S R & CO. LLP Statutory Auditors M/s. R. B. Pandya & Co. InternalAuditors our Clients Bankers Employees and other Stakeholders and Government Agenciesfor their continued support.

By Order of the Board
For Keynote Corporate Services Limited
Sd/-
B. Madhuprasad
Date: 25th May 2017 Chairman
Place: Mumbai (DIN: 00004632)

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 theemployees 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 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

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

Directors Ratio to median remuneration
Shri Manish Desai 0.08
Shri Shishir Dalal 0.11
Shri Anish Malhotra -
Shri Hitesh Shah -
Smt. Rinku Suchanti -
Shri B. Madhuprasad 2.00
Shri. Vineet Suchanti 10.42
Shri. Uday S. Patil 9.29

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

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % Increase in remuneration in the financial year
Shri Vineet Suchanti 8.66
Shri Uday S. Patil 16.67
Shri Manish Desai 75.00
Shri Shishir Dalal 233.33
Shri Anish Malhotra -
Shri Hitesh Shah -
Smt. Rinku Suchanti -
Shri B. Madhuprasad -
Ms. Saloni Maru -

c. The percentage increase in the median remuneration of employees in the financialyear: (Nil)

d. The number of permanent employees on the rolls of Company: 20

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

The average annual increase was around 8.67%. However during the course of the yearthe total increase is approximately 130.04% after accounting for promotions and otherevent based compensation revisions. The management wish to retain the well settledmanpower by making annual increment irrespective of Company’s financial performance.Increase in the managerial remuneration for the year was 25.32%

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.

By Order of the Board
For Keynote Corporate Services Limited
Sd/-
B. Madhuprasad
Date: 25th May 2017 Chairman
Place: Mumbai (DIN: 00004632)