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Notes to Accounts of Keynote Corporate Services Ltd.

Mar 31, 2015

1. Corporate information

Keynote Corporate Services Limited (the company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. i.e., Bombay Stock Exchange Ltd.(BSE) & National Stock Exchange Ltd. (NSE).The company is Engaged in providing services of Investment Banking, Corporate Advisory Services & ESOPs Advisory etc.

2. Basis of preparation of Financial Statements

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of Companies Act, 2013 and the other relevant provisions of the Companies Act, 2013. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

3. SHARE CAPITAL

a. Terms/rights attached to equity shares

The Company has issued one class of shares referred to as equity shares having a par value of Rs. 10/-. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian Rupees. All Shares rank pari passu with regard to dividend & repayment of capital. During the year ended 31st March 2015, the amount of per share dividend recognized as distributions to equity shareholders is Rs. 1/- (P.Y: Rs. 1/- per share). In the event of liquidation of company, the holder of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

4. CONTINGENT LIABILITIES NOT PROVIDED FOR:

Guarantee given by the Company to the Bankers of its subsidiary, Keynote Capitals Limited Rs. 22,00,00,000/- (Previous year Rs. 22,00,00,000) towards NSE & BSE operations.

5. In the opinion of the board of directors, all current assets, loans & Advances would be realizable at least of an amount equal to the amount at which they are stated in the balance sheet. Hence no Impairment loss recognised on fixed assets.

6. SEGMENT INFORMATION

As per AS 17 para 4, segment has been disclosed in Consolidated Financial Statement, Hence no separate disclosures have been given in standalone financial statement.

7. Compensated Absences:

As per the Company's Policy a sum of Rs. 2,97,012/- (P.Y. Rs. 6,19,905/-) has been paid towards compensated absences; calculated on the basis of unutilised leave. During the year Company has provided to the extent of Rs. 154713/-(P.Y. Rs. 3,03,177/-) as per actuarial valuation done by independent actuary.

Note : Detailed disclosures of compensated absence is not given in terms of para 132 of AS-15 "Employee Benefits".

8. RELATED PARTY DISCLOSURE AS PER ACCOUNTING STANDARD 18 ISSUED BY THE INSTITUTE OF CHARTERED ACCOUNTANT OF INDIA a) List of related parties:

A) Enterprise where control exist:

Subsidiary Companies:

Keynote Capitals Ltd Keynote Fincorp Ltd

Keynote Commodities Ltd (Step Down Subsidiary)

B) Key Management Personnel:

Mr. B.Madhuprasad-Chairman

Mr. Vineet Suchanti-Managing Director

Mr. Uday S. Patil-Director & CFO

C) Relatives of Key Management Personnel:

Mrs. Pushpa Suchanti

Mrs. Rinku Suchanti-Wife of Managing Director

D) Enterprise over which Key Management Personnel exercise Significant Influence:

Concept Communication Ltd.

Concept Production Ltd

Nirmal Suchanti HUF

Keynote Trust

NSS Digital Media Ltd

Eagle Eye Research & Media Pvt. Ltd.

9. The Company had given unsecured loan to a body corporate in which one of the director was interested as a major shareholder.

10. DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS DEFINED UNDER THE MSMED ACT, 2006

The Company has not received any information from suppliers or service providers, whether they are covered under the "Micro, Small and Medium Enterprises (Development) Act, 2006". Disclosure relating to amount unpaid at the year-end together with interest payable, if any, as required under the said act are not ascertainable.

11. The management of the Company has reviewed and determined remaining useful lives of the tangible fixed asset in accordance with the provisions of schedule II, to the Companies act 2013 and depreciation has been charged accordingly as against earlier practice charging deprecation as per schedule XIV to the Companies act 1956. Due to this change depreciation for the current year is higher by Rs. 11,68,214

In respect of assets where the remaining useful life is "Nil", as per Schedule II to the companies act 2013, carrying amount of Rs. 2,43,496 (after retaining the residual value as on 1st April 2014), has been charged to profit and loss. Both the above mentioned amounts is disclosed as Exceptional Item

12. Company has paid remuneration of Rs. 16,50,000 in F.Y. 13-14 to one of its Director who has rendered services in his professional capacity. Subsequent to such payments, it has applied to Central Government to seek its approval in accordance with the provisions of Section 309 of Companies Act, 1956. However, the said application got rejected by Central Government on 28th July 2014. Post such rejection, the Company has further applied to Central Government on 26th September, 2014 the for waiver of recovery of such remuneration from the said Director. Pending such approval, the Company has not initiated the steps to recover such amounts. In case, if it does not get the approval of waiver, then the Company will recover the specified amount from the said Director.

13. Previous year figures have been regrouped and / or rearranged wherever considered necessary.




Mar 31, 2014

1. CORPORATE INFORMATION

Keynote Corporate Services Limited (the company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. i.e., BSE Ltd.(BSE) & National Stock Exchange of India Ltd. (NSE).The company is Engaged in providing services of Investment Banking, Corporate Advisory Services & Esop Advisory etc.

2. BASIS OF PREPARATION

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notifi ed under the Companies Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

"The accounting policies adopted in the preparation of financial statements are consistent with those of previous year."

3. LEASES

Operating lease: company as lessee

The aggregate lease rentals in respect of Operating Leases for the period charged as lease rentals in the Statement of profit and Loss aggregate to Rs.Nil (P.Y. Rs. 3,46,104 ).

4. SEGMENT INFORMATION

The company operates only in one segment i.e. merchant banking & related services, hence there are no separate reportable segments under AS 17.

5. Related Party Disclosure as per Accounting Standard 18 issued by the institute of Chartered accountant of India

a) List of related parties:

A) Enterprise where control exist:

Subsidiary Companies:

Keynote Capitals Ltd

Keynote Fincorp Ltd

Keynote Commodities Ltd (Step Down Subsidiary)

B) Key Management Personnel:

Mr. B. Madhuprasad-Chairman

Mr. Uday S. Patil-Director

Mr. Vineet Suchanti-Managing Director

C) Relatives of Key Management Personnel:

Mrs. Pushpa Suchanti

Mrs. Rinku Suchanti-Wife of Managing Director

D) Enterprise over which Key Management Personnel exercise Signifi cant Influence:

Concept Communication Ltd.

Concept Production Ltd

Nirmal Suchanti HUF

Keynote Trust

NSS Digital Media Ltd

Eagle Eye Research & Media Pvt. Ltd.

6. CONTINGENT LIABILITIES NOT PROVIDED FOR:

i) Guarantee given by the Company to the Bankers of its subsidiary, Keynote Capitals Limited Rs.22,00,00,000 (Previous year Rs. 31,00,00,000 ) towards NSE & BSE operations.

7.(a) The Company had given unsecured loan to a body corporate in which one of the director was interested as a major shareholder.

(b) The Company had given unsecured loan to a private limited company at a interest rate lower than the prevailing bank rate notifi ed by Reserve Bank of India.

8. Details of dues to micro and small enterprises as defi ned under the MSMED Act, 2006

The Company has not received any information from suppliers or service providers, whether they are covered under the "Micro, Small and Medium Enterprises (Development) Act, 2006". Disclosure relating to amount unpaid at the year-end together with interest payable, if any, as required under the said act are not ascertainable.

9. Previous year figures have been regrouped and / or rearranged wherever considered necessary.


Mar 31, 2013

1. Corporate information

Keynote Corporate Services Limited (the company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. i.e, BSE Ltd.(BSE) & National Stock Exchange of India Ltd. (NSE).The company is Engaged in providing services of Investment Banking, Corporate Advisory Services & Esop Advisory etc.

2. Basis of preparation

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

3. GRATUITY AND OTHER BENEFIT PLANS a) Gratuity:

Retirement Benefits in the form of Gratuity for the eligible employees are considered as Defined Benefit Plan. The company has implemented Group Gratuity Assurance Scheme of Life Insurance Corporation of India dated 5th July 2005 which is effective from 1st June 2005 and has paid Rs.3,36,048 as a total contribution during the year.

Note.

1. Disclosures of plan assets

The company has Group Plan with LIC of India and has not been provided with the details of the Planned Assets, As a result no disclosure for the same has been made.

(b) Compensated Absences:

As per the Company''s Policy, a sum of Rs.6,41,596/- ( P.Y.Rs.15,67,524/-) has been paid towards compensated absences; calculated on the basis of unutilized leave. During the year Company has provided to the extent of Rs.4,41,793/-(P.Y. Rs.2,54,338/-) as per actuarial valuation done by independent actuary.

4.LEASES

Operating lease: company as lessee

The aggregate lease rentals in respect of Operating Leases for the period charged as lease rentals in the Statement of Profit and Loss aggregate to Rs.3,46,104 (P.Y. Rs. 41,53,248 ).

Operating lease commitment - Company as lesson

The Company has received Rs.13,28,232 on account of lease of a premises The Future Minimum Lease Receivable under non cancellable operating leases are as under:

Disclosure in respect of the gross carrying amount and accumulated depreciation of the asset given on lease has been stated in the financial statements.

5. SEGMENT INFORMATION

The company operates only in one segment i.e merchant banking & related services, hence there are no separate reportable segments under AS 17.

6. Related Party Disclosure as per Accounting Standard 18 issued by the institute of Chartered accountant of India

a) List of related parties:

A) Enterprise where control exist:

Subsidiary Companies:

Keynote Capitals Ltd Keynote Fincorp Ltd

Keynote Commodities Ltd (Step Down Subsidiary)

B) Key Management Personnel:

Mr. B. Madhuprasad-Chairman

Mr. Uday S. Patil-Director

Mr. Vineet Suchanti-Managing Director

C) Relatives of Key Management Personnel:

Mrs. Pushpa Suchanti-Mother of Managing Director Mrs. Rinku Suchanti-Wife of Managing Director

D) Enterprise over which Key Management Personnel exercise Significant Influence:

Concept Communication Ltd.

Concept Production Ltd.

Nirmal Suchanti HUF Keynote Trust NSS Digital Media Ltd.

Eagle Eye Research & Media Pvt. Ltd.


Mar 31, 2012

1. Corporate information

Keynote Corporate Services Limited (the company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India i.e. BSE Ltd. (BSE) & National Stock Exchange of India Ltd. (NSE). The company is Engaged in providing services of Investment Banking, Corporate Advisory Services & Esop Advisory etc.

2. Basis of preparation

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

a. Terms/rights attached to equity shares

The company has only one class of equity shares having a par value of 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian Amount. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March 2012, the amount of Rs. 1,05,27,509/- (Previous Year: Rs. 1,05,27,509/-) dividend was recognized as distributions to equity shareholders and tax paid on dividend was Rs.17,07,825/- (Previous Year: Rs. 17,48,488/-). The amount per share was Rs. 1.50 (31st March, 2011: Rs. 1.50 per share).

In the event of liquidation of the company, the holders of equity shares will be entitled to receive assets of the company. The distribution will be in proportion to the number of equity shares held by the shareholders.

As per records of the company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

3. GRATUITY AND OTHER BENEFIT PLANS a) Gratuity:

Retirement Benefits in the form of Gratuity for the eligible employees are considered as Defined Benefit Plan. The company has implemented Group Gratuity Assurance Scheme of Life Insurance Corporation of India dated 5th July 2005 which is effective from 1st June 2005 and has paid Rs. 5,33,291 as a total contribution during the year.

Note.

1. Disclosures of plan assets

The company does not have information regarding plan assets for the financial years 07-08 to 09-10 therefore the disclosure of plan assets has not been given for these years.

(b) Compensated Absences:

As per the Company's Policy, a sum of Rs.15,67,524 (Previous year Rs.10,67,000/-) has been paid towards compensated absences; calculated on the basis of unutilized leave. During the year company has also provided Rs. 2,54,338/- (Previous year Rs. 18,22,778/-)towards compensated absence on the basis of actuarial valuation done by independent actuary, for the first time during the current financial year.

B. Defined Contribution Plans

Company's Contribution Paid / Payable during the year to Provident fund and ESIC Contribution are recognized as an Expense:

4. LEASES

Operating lease: company as lessee

The aggregate lease rentals in respect of Operating Leases for the period charged as lease rentals in the profit and loss a/c aggregate to Rs.41,53,248 (Previous year: Rs. 41,53,248)

5. SEGMENT INFORMATION

The company operates only in one segment Is merchant banking & related services, hence there are no separate reportable segments under AS 17.

6. Related Party Disclosure as per Accounting Standard 18 issued by the institute of Chartered accountant of India a) List of related parties:

A) Enterprise where control exist:

Subsidiary Companies:

Keynote Capitals Ltd

Keynote Commodities Ltd (Step Down Subsidiary)

Arteries Insurance Broking Ltd (Step Down Subsidiary)

Keynote Fincorp Pvt Ltd (formerly-Abhishek Finance & Investment Pvt Ltd) (Step Down Subsidiary)

B) Key Management Personnel:

Mr. Nirmal Suchanti - Chairman

Mr. B. Madhuprasad - Vice Chairman

Mr. Uday S. Patil - Director

Mr. Vineet Suchanti - Managing Director

C) Relatives of Key Management Personnel:

Mrs. Pushpa Suchanti-Wife of Chairman Mrs. Rinku Suchanti-Wife of Managing Director

D) Enterprise over which Key Management Personnel exercise Significant Influence:

Concept Communication Ltd.

Concept Production Ltd Nirmal Secant HUF Keynote Trust NSS Digital Media Ltd

E) Other Entity:

Eagle Eye Research & Media Pvt. Ltd.

7. CAPITAL COMMITMENT AND CONTINGENT LIABILITIES :

i) Capital Commitment towards purchase of premises at Ruby Mills, Dadar is Rs.38,75,530/- (Previous year Rs.3,96,25,000/-)

ii) Guarantee given by the Company to the Bankers of its subsidiary, Keynote Capitals Limited Rs. 15,50,00,000 (Previous year Rs. 11,50,00,000) towards NSE & BSE operations.

iii) Income Tax demand for Rs.48,65,822(P.Y. Rs.48,65,822)(including interest of Rs.18,66,684) in respect of Assessment Year 1997-98 were under dispute, and the company has already paid the same. The Company has preferred an appeal before the income tax Appellate Tribunal against the order of the Deputy Commissioner of Income-Tax. However, the matter is set aside by appellate tribunal and is pending before assessing officer.

iv) Adjudicating Officer, SEBI, Mumbai has imposed a penalty of Rs. 10,00,000/- in the matter of an IPO handled. The company has preferred an appeal to Securities Appellate Tribunal (SAT) against the order of Adjudicating Officer, SEBI, Mumabi which is pending for hearing & order. The company has not provided for the said contingent liability.

8.Loans and advances in the nature of loans given to subsidiaries and associates and firms/companies in which directors are interested Keynote Capitals Ltd Balance as at 31 March 2012 Rs.44,845,870 (31 March 2011: Rs.3,89,28,345) Maximum amount outstanding during the year Rs.10,42,68,476/-.

Keynote Trust

Balance as at 31 March 2012 Rs. 1,71,010 (31 March 2011: Rs.88,457) Maximum amount outstanding during the year Rs. 22,66,010/-. 28.Details of dues to micro and small enterprises as defined under the MSMED Act, 2006 The Company has not received any information from suppliers or service providers, whether they are covered under the "Micro, Small and Medium Enterprises (Development) Act, 2006". Disclosure relating to amount unpaid at the year-end together with interest payable, if any, as required under the said act are not ascertainable


Mar 31, 2010

A. CAPITAL COMMITMENT :

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) is Rs.3,96,25,000 /-

b. CONTINGENT LIABILITIES NOT PROVIDED FOR:

i) Guarantee given by the Company to the Bankers of its subsidiary, Keynote Capitals Limited Rs. 650 lakhs (Previous year Rs. 45 lakhs) towards NSE & BSE operations.

ii) Income Tax demand for Rs.48.66 lakhs (including interest of Rs.18.66 lakhs) in respect of Assessment Year 1997-98 were under dispute, and the company has already paid the same. The Company has preferred an appeal before the income tax Appellate Tribunal against the order of the Deputy Commissioner of Income- Tax. However, the matter is set aside by appellate tribunal and is nendina before assessinn officer

d. Sundry Debtors, Creditors and Loans and Advances are subject to confirmation by the parties. Sundry Creditors include Rs. Nil being dues to micro, small and medium enterprises. The status about these enterprises is based on the available information with the management.

e. In the opinion of the Company, the Current Assets, Loans and Advances are not less than the value stated, if realised in the ordinary course of the business. The provision for depreciation and all known liabilities are adequate and not in excess of amount considered necessary.

f. Reimbursements of out-of-pocket expenses from clients / customers are credited to Other Income Account and the expenses incurred for the same are debited to respective expense account heads.

h. Loans and Advances include loans of Rs. 1,066.22 lakhs, on which interest has not been charged by the Company. As explained, reasonable steps are being taken by the company for their recovery, which however, needs to be further strengthened.

k. Computation of basic and diluted earnings per share; Numerator: Profit after tax Rs. 4,03,82,927/-

Denominator: Weighted Average Number of equity shares outstanding during the year 70,18,339 Face Value: Rs. 10/-. Earning Per Share: - Rs. 5.75/-

2. Segment Asset It is not possible to allocate the assets and liabilities and Liabilities: - segment wise because the asset and liabilities are not related to specific segment.

Secondary Segment

The company is engaged in the business of providing various corporate services to its clients within India. Therefore, disclosure of secondary segment , information does not arise.

i. Related Party Disclosure as per Accounting Standard 18 issued by the Institute of Chartered Accountants of India.

a) List of related parties:

i) Subsidiary Company: Keynote Capitals Ltd.

ii) Key Management Personnel:

Mr. Nirmal Suchanti

Mr. B. Madhuprasad

Mr.UdayS.Patil ,

Mr. Vineet Suchanti

iii) Relatives of Key Management Personnel:

Mrs. Pushpa Suchanti

iv) Other related parties:

(Associates of the Company / Enterprises over which key

management personnel and / or their relatives exercise significant

influence)

Concept Communication Ltd.

Cosy Mercantile Ltd.

Concept Productions Ltd.

Nirmal Suchanti HUF

Keynote Wealth Management Limited.

Arteries Insurance Broking Limited.

Keynote Trust

Keynote Commodities Limited

b) Details of transactions with related parties:

Notes:

1. Details relating to investments in the above-related parties have been disclosed in Schedule E "Investments".

2. Details relating to remuneration to the above Key Management ! Personnel have been disclosed in Note No. 7 i

n. Employee Benefits:

A. Defined Benefit Plans ,

(a) Gratuity: Retirement Benefits in the form of Gratuity for the eligible employees are considered as Defined Benefit Plan. The Company I has implemented Group Gratuity Assurance Scheme of Life j Insurance Corporation of India dated 5th July 2005 which is ! effective from 1st June 2005 and has paid Rs. 3,99,315/- as a | total contribution during the year.

(b) Compensated Absences: (i) As per the Companys Policy, a sum of Rs. 23,07,689 /-

(Previous Year Rs. 4,57,316 /- ) has been paid towards compensated absences; calculated on the basis of unutilised , leave.

(ii) The Company has revised the Policy of leave encashment during the year and as per the new policy the excess leave encashment for previous year of Rs, 33,78,094 /- has been written back during the year.

B. Defined Contribution Plans Amount recognized as an expenses and included in schedule M Contribution to Provident Fund and other funds Rs. 17,71,769 /- (Previous Year Rs. 16,25,985/-)

Previous years figures have been regrouped and / or rearranged wherever considered necessary.

 
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