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Keynote Financial Services Ltd.

BSE: 512597 Sector: Financials
NSE: KEYFINSERV ISIN Code: INE681C01015
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OPEN 95.80
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VOLUME 206
52-Week high 160.60
52-Week low 66.40
P/E 18.38
Mkt Cap.(Rs cr) 67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 95.80
CLOSE 95.75
VOLUME 206
52-Week high 160.60
52-Week low 66.40
P/E 18.38
Mkt Cap.(Rs cr) 67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Keynote Financial Services Ltd. (KEYFINSERV) - Director Report

Company director report

Dear Shareholder(s)

Your Directors have pleasure in presenting their 28th Annual Report togetherwith the Audited Accounts of your Company for the year ended 31st March 2021.

FINANCIAL RESULTS

(` In Lakhs)

Particulars Year Ended 31-03-2021 Year Ended 31-03-2020
Total Income 1127.76 554.90
Gross Operating Profit 710.40 -11.43
Depreciation 31.92 34.81
Exceptional Items
Profit Before Tax 678.48 -46.24
Provision for :
Current Tax 78.75 6.99
Deferred Tax Liability/(Assets) 137.49 -43.85
Profit After Tax 462.23 -9.38
Other Comprehensive Income 2.56 2.50
Profit/(loss) brought forward from Previous year 2347.68 2565.73
Surplus available for appropriations 2812.47 2558.52
Proposed Dividend 70.18 70.18
Tax on Dividend
Transferred to General Reserve
Balance carried forward 2742.29 2488.67

DIVIDEND

Your directors are pleased to recommend dividend of ` 1/- per Equity Share having aface value of ` 10/- each (i.e.10%) for the year ended 31st March 2021 and the same willbe paid subject to the approval of the shareholders at the 28th Annual GeneralMeeting (AGM) of the Company.

COVID – 19 – Measures by the management.

The COVID-19 pandemic continues to spread rapidly across the globe including India. TheCOVID-19 outbreak was declared a global pandemic by the World Health Organization and hascaused social and economic disruption. As the human toll mounts so does the capitalmarkets damage.

The Indian government had announced nationwide lockdown in India. In this nation-widelock-down period though all the services across the nation were suspended (except thespecified essential services) some establishments including securities marketintermediaries could operate and were exempted from the lock-down. Accordingly yourCompany continued its operations through minimal staff working at office premises and restall working from home.

Your Company adopted several measures to fight against COVID-19 and to ensure businesscontinuity.

Some of the measures taken by the Company are as follows:

‘Work from Home’ facility for employees was provided 1 week in advance beforeannouncement of lockdown without compromising any commitments.

IT infrastructure support was rolled out overnight to help our employees shift to thisnew work paradigm.

Motivational mails sent by Whole-time Director and awareness mails circulated.

Conducting Virtual Meetings.

Provision of hand sanitizers compulsory hand sanitization for all individuals atfrequent intervals and daily periodic sanitization of offices work-area etc.

Provision for conducting Board & other meetings in an online system

OPERATIONS

Total revenue from operations on standalone basis for Financial Year 2020-21 was `1127.76 Lakhs as against ` 554.90 Lakhs for Financial Year 2019-20. The total revenue onstandalone basis comprised of ` 424.60 Lakhs on account of net gain on fair value changes.

Total revenue from operations on consolidated basis for Financial Year 2020-21 was `2274.89 Lakhs as against ` 1137.21 Lakhs for Financial Year 2019-20. The total revenueon consolidated basis comprised of ` 976.24 Lakhs on account of net gain on fair valuechanges.

Though the entire Financial Year 2020-21 was overshadowed by the COVID Pandemicresource raising by Indian Corporates through public equity markets was at an all timehigh. About 30 Main Board IPOs came to the market and overall response from the public tothese IPOs was very good. The listing performance of all the Main Board IPOs was generallystrong. However the activity with regard to SME IPOs declined and only 28 SME IPOs hitthe capital market as against 45 IPOs in the previous year. Mobilization through Rightsissues was also high mainly because of Mega issue of Reliance Industries Ltd. 20 companiesused Rights issue route to raise the equity resources as compared to 13 companies in theprevious year.

During the year inspite of difficult administrative situation on account ofrestrictions due to COVID 19 measures your company did reasonably well by handling 5Delisting offers 2 Rights issues 2 Takeover offers and a Buy Back offer besides otheradvisory services. Keynote advised Electro Mobility Solutions Company as ‘FinancialAdvisor’ for investment of Green Cell Mobility backed by Ever Source Capital for UPprojects of 350 E-buses. Keynote also advised on acquisition of an Italian Company for oneof the prime clients engaged in flavours & fragrance segment. The ESOP advisoryservices continued its activity. Keynote also provided Valuation Fairness OpinionAdvisory for Preferential Allotments Direct Listing to few of its clients.

The company reported improved financial performance as against last financial year onaccount of completion of various assignments on hand during the current year. As thecapital market was buoyant Company reported substantial increase in net gain on fairvalue of investments. Company also implemented cost cutting measures including 25%reduction in the remuneration of employees during the financial year. On account of allthese factors company reported improvement in the total comprehensive income of thecompany for the period as against the last financial year.

The management adhered to the dividend distribution policy and maintained a dividendpayout of Re.1/- per share i.e. 10% to the shareholders of the company.

As the restrictions on account of pandemic are likely to be eased and there has been asubstantial increase in the capital market activity the overall performance of thecapital market is likely to remain good for the current financial year. Management hasbeen working hard to book a few assignments to remain active and reap the benefits of goodmarket conditions. Company is looking forward to better business opportunities in thecoming year.

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).

Presently the Company is debt free. On a consolidated basis Company has reported totalrevenue of ` 2274.88 Lakhs & profit of `1127.41 Lakhs. The networth of the Companyon consolidated basis is `8554.98 Lakhs.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Keynote Capitals Limited (KCL) and Keynote Fincorp Limited (KFIN) are subsidiarycompanies of KFSL. Presently Keynote Capitals Limited has one wholly owned subsidiarynamely Keynote Commodities Limited. Pursuant to the provisions of Section 129(3) of theAct a statement containing salient features of the financial statements of theCompany’s subsidiaries in Form AOC-1 is attached to the financial statementsof the Company. Pursuant to the provisions of Section 136 of the Act the financialstatements of the Company consolidated financial statements along with relevant documentsand separate audited accounts in respect of subsidiaries are available on the website ofthe 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 Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015["Listing Regulations"] the consolidated financial statement have been preparedby the Company in accordance with the applicable Accounting standards. The auditedconsolidated financial statements together with Auditors Report form part of the AnnualReport.

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/MaterialSubsidiary_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 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 thisAnnual 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 and NSE.The scrip code number of the Equity Shares of the Company on BSE is 512597/KEYFINSER andon NSE is KEYFINSERV. The Company has paid up to date listing fees to both the stockexchanges.

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 98.34% 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 2021.

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 the other Directors.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 `13.18Lakhs (previous year ` 19.79 Lakhs). b) The foreign exchange expenditure ` Nil (previousyear ` 6.81 Lakhs).

STATE OF AFFAIRS

The information on the state of affairs of the Company has been given as part ofManagement 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’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 ManagerialPersonnel (KMP):

After the end of the year and up to the date of the Report there were two changes inComposition of the Board.

Re-designated Shri. Vineet Suchanti (DIN: 00004031) as an Executive Director of theCompany for period of 3 (three) years with effect from 1st April 2021 subjectto approval from shareholders in the 28th Annual General Meeting.

Re-appointed Shri Uday Patil (DIN: 00003978) as a Whole-time Director of the Companyfor further period of 2 (Two) years with effect from 13th November 2021subject to approval from shareholders in the 28th Annual General Meeting.

Accepted the resignation of Shri Sujeet More Company Secretary and Compliance Officerw.e.f. 13th August 2021 and approved the appointment of Ms. Renita Crasto asCompany Secretary and Compliance Officer.

(ii) Retirement by rotation:

Based on the terms of appointment Executive Directors and the Non-Executive andNon-Independent Directors are subject to retirement by rotation. Smt. Rinku Suchanti (DIN:00012903) being the longest serving member and who is liable to retire being eligibleseeks reappointment. The Board recommends her re-appointment.

(iii) Declaration of Independence

The 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 16 (1) (b) of the Listing Regulations. The Independent Directors have alsocomplied with the Code for Independent Directors prescribed in Schedule IV to the Act andCode of Conduct for Directors and Senior Management Personnel.

(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.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee 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 atwhich the performance of the Board its committees and individualdirectors 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 had formulated the Nomination and Remuneration Policyof your Company on the recommendations of the Nomination and Remuneration Committee. Thesalient aspects covered in the Nomination and Remuneration Policy covering the policy onappointment and remuneration of Directors and other matters have been outlined in theCorporate Governance Report which forms 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 29thJune 2020 14th August 2020 6th November 2020 and 12th February2021 in respect of which proper notices were given and the proceedings were properlyrecorded and signed in the Minute Book maintained for the purpose. The intervening gapbetween 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 29thJune 2020 14th August 2020 6th November 2020 and 12th February2021in respect of which proper notices were given and the proceedings were properlyrecorded 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 March 2021 theapplicable accounting standards had been followed along with proper explanation relatingto 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 loss ofthe 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.

(viii) CERTIFICATE FROM A COMPANY SECRETARY IN PRACTICE

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

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 Section197 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 in electronic mode. Any Shareholder interested in obtaining acopy of the said Annexure may write to the Company Secretary & Compliance Officer atthe Registered Office of the Company.

EXTRACT OF THE ANNUAL RETURN

The Annual Return of the Company as on March 31 2021 is available on theCompany’s website and can be accessed at http://keynoteindia.net/investor-relations

AUDIT REPORTS AND AUDITORS AUDIT REPORTS

The observations made by the Statutory Auditors in their Report for the Financial YearEnded 31st March 2021 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. Further pursuant to Section143(12) of the Act the Statutory Auditors of the Company have not reported any instancesof frauds committed in the Company by its officers or employees.

The Secretarial Auditor has submitted their Report and has observations as follows:

As per Rule 6 of Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 The company shall inform at the latest availableaddress the shareholder concerned regarding transfer of shares 3 months before the duedate of transfer of shares and also simultaneously publish a notice in the leadingnewspaper in English and regional language having wide circulation informing the concernedthat the names of such shareholders and their folio number or DP ID - Client ID areavailable on their website duly mentioning the website address. Whereas Company hasinformed the Shareholders and published notice in Newspapers 2.5 months before the duedate of transfer of shares as against 3 months. The Company has submitted that said delaywas mainly on account of administrative and co-ordination difficulties faced due toCovid-19 situation.

The Secretarial Audit Report is annexed herewith as "Annexure - [B]"

Further the Secretarial Compliance Report for the financial year ended March 31 2021was obtained from M/s. Uma Lodha & Co. Practicing Company Secretaries in relation tocompliance of all applicable SEBI Regulations/ circulars/guidelines issued thereunderpursuant to requirement of Regulation 24A of Listing Regulations. Except for the abovementioned observations the Secretarial Audit Report and Secretarial Compliance Report doesnot contain any other qualification reservation nor adverse remark.

Further pursuant to the provisions of Regulation 24A of Listing Regulations theSecretarial Audit Report of Keynote Capitals Ltd. (KCL) and Keynote Fincorp Ltd. (KFIL) isavailable at website of the Company at www. keynoteindia.net. The said Reports are annexedas 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 23rdAnnual General Meeting which was held on 29th July

2016 to hold the office as Statutory Auditor from the conclusion of 23rdAnnual General Meeting till conclusion of 28th Annual General Meeting of theCompany subject to ratification by the Members of the Company at every Annual GeneralMeeting.

The Company has received a certificate from M/s. S M S R & CO LLP confirming thatthey are not disqualified from continuing as Statutory Auditors of the Company.

Now the Company has received consent from M/s. S M S R & CO LLP CharteredAccountants for re-appointment as Statutory Auditors for second term of five (5) yearsfrom the conclusion of 28th Annual General Meeting to conclusion of 33rdAnnual General Meeting of the Company.

Hence the resolution relating to re-appointment of Auditor’s is included in theNotice of the ensuing Annual General Meeting of the Company.

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 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 2013a Vigil Mechanism for Directors and Employees to report genuine concerns has beenestablished.

The purpose of the "Whistle blower 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 entered into during the Financial Year 2020-2021 were onan arm’s length basis. There are no other materially significant related partytransactions made by the company with Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict with interest of the company atlarge.

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 enclosedas "Annexure-C". The Board of Directors of the Company has on thecommendation of the Audit Committee adopted a policy to regulate transactions between theCompany and its Related Parties in compliance with the applicable provisions of theCompanies Act 2013 the Rules there under and the Listing Regulations. This Policy wasconsidered and approved by the Board has been uploaded 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/investor-relations Atpresent 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.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India 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 `204142.50 (Rupees Two Lakhs Four Thousand One Hundred Forty Two and Fifty paise only)pertaining to the Financial Year 2012-2013 lying with the Company for a period of sevenyears was transferred during the financial year 2020-21 to the Investor Education andProtection Fund (IEPF) established by the Central Government on 7th November2020.

b) Transfer of Equity Shares to IEPF:

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

The Company sends communication in this respect to concerned shareholders from time totime as maybe necessary. Shareholders are requested to Contact Company or RTA to encashthe unclaimed dividend and in case any pending legal disputes provide certified copy oforder from Court/Authority restraining transfer payment of dividend etc. During thefinancial year 2020-2021 Company has transferred 6425 Equity Shares to the InvestorEducation and Protection Fund (IFPF) Authority on 9thFebruary 2021.

c) The details of Dividends paid by the Company and the proposed dates of transfer ofunclaimed/un-encashed dividends to the IEPF Authority are as under:

Date of Declaration of Dividend Dividend for the year Proposed date for transferto Investor Educationand Protection Fund (IEPF) Amount of Unpaid/ Unclaimed DividendAs on 31st March 2021
9thSeptember 2014 2013 - 2014 17thOctober 2021 141767.00
29thSeptember 2015 2014 - 2015 6thNovember 2022 163065.00
29th July 2016 2015 - 2016 5th September 2023 161893.00
23rd August 2017 2016 - 2017 30thSeptember 2024 169826.00
9th August 2018 2017 - 2018 16thSeptember 2025 202603.00
13th August 2019 2018 - 2019 20thSeptember 2026 135932.00
30thSeptember 2020 2019 - 2020 7thNovember 2027 74903.90

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 aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules made there under. The Policy aims toprovide protection to employees at workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.

During the financial year 2020-21 the Company has not received any complaint on sexualharassment.

GENERAL DISCLOSURES DISCLOSURE UNDER SECTION 43(a) (ii) OF THE COMPANIES ACT2013

The Company has not issued any shares with differential rights and hence no informationas per provision sof 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 Shareholders of the Company Securities and Exchange Board of India (SEBI) BSELimited (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 IndiaPrivate Limited M/s. S M S R & CO. LLP Statutory Auditors M/s. R. B. Pandya &Co. Internal Auditors Praxis database our Clients Bankers Employees and otherStakeholders and Government Agencies for their continued support.

For and on behalf of the Board

Keynote Financial Services Limited

Sd/- Sd/-
Vineet Suchanti Uday S. Patil
Date: 13th August 2021 Director Director and CFO
Place: Mumbai (DIN: 00004031) (DIN: 00003978)

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