Mar 31, 2018
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Keynote Corporate Services Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with read relevant rules issued thereunder.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
In conducting our audit we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2018, 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 (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 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 best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder;
(e) On the basis of the written representations received from the directors as on 31 March 2018, taken on record by the Board of Directors, none of the directors are disqualified as on 31 March 2018, from being appointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ; and
(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company has made provision as at 31 March 2018, as required under the applicable law or accounting standard, for foreseeable losses, if any on long-term contracts. Refer Note 31 to the standalone financial statements.
iii. There has been no delay in transferring amount, required to be transferred, to the Investor Education and Protection Fund by the Company.
i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) During the year, the fixed assets have been physically verified by the management and as informed, no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the 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 our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
ii. The Company is a service company, primarily rendering services of investment banking, corporate advisory and ESOP advisory services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable to the Company.
iii. According to the information and explanations given to us, the Company has granted unsecured loan to a body corporate covered in the register maintained under section 189 of the Companies Act, 2013 (âthe Actâ).
(a) In our opinion, the rate of interest and other terms and conditions on which the loan had been granted to the body corporate listed in the register maintained under Section 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 body corporate listed in the register maintained under section 189 of the Act, the borrower has been regular in the payment of the principal and interest as stipulated
(c) There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under section 189 of the Act
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans and investments made.
v. In our opinion, and according to the information and explanations given to us, the Company has not accepted deposits as per the directives issued by the Reserve Bank of India under the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
vi. The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the services rendered by the Company.
vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income-tax, Goods and Service tax, Service tax and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employeesâ State Insurance, Goods and Service tax, Service tax, and other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of Provident fund, Employeesâ State Insurance, Goods and Service tax and Service tax which have not been deposited with the appropriate authorities on account of any dispute other than those mentioned 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 |
9,700 |
A.Y. 2011-12 |
Deputy Commissioner of Income Tax |
Income Tax Act, 1961 |
Income tax |
8,670 |
A.Y. 2016-17 |
Deputy Commissioner of Income Tax |
viii. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions. The company does not have any loan or borrowings from government, debenture holders or banks during the year.
ix. The Company 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 is not applicable to the Company.
x. According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. 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 our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3 (xiv) of the Order is not applicable to the Company.
xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-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 to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Keynote Corporate Services Limited (âthe Companyâ) as of 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (â IC AI â). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs 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 financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For S M S R & Co LLP
Chartered Accountants
Firm Registration No. 110592W/W100094
Sd/-
U Balakrishna Bhat
Date : 28 May 2018 Partner
Place : Mumbai Membership No: 019216
Mar 31, 2017
Report on the Financial Statements
We have audited the accompanying standalone financial statements of Keynote Corporate Services Limited(âthe Companyâ), which comprise the Balance Sheet as at 31March 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Financial Statements
The Companyâs Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as 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 (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 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 best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified 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 directors as on 31 March 2017, taken on record by the Board of Directors, none of the directors are disqualified as on 31 March 2017, from being appointed as a director in terms of Section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ; and
(g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company has made provision as at 31 March 2017, as required under the applicable law or accounting standard, for foreseeable losses, if any on long-term contracts. Refer Note 32 to the Standalone financial statements.
iii. There has been no delay in transferring amount, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. the Company has provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the Company. Refer Note 38 to the financial statements.
ANNEXURE A TO THE INDEPENDENT AUDITORSâ REPORT - 31 MARCH 2017
(Referred to in our report of even date)
i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The During the year, the fixed assets have been physically verified by the management and as informed, no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the 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 our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
ii. The Company is a service company, primarily rendering services of investment banking, corporate advisory and ESOP advisory services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable to the Company.
iii. The Company has granted loans to two bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 (âthe Actâ).
(a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 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 register maintained under section 189 of the Act, the borrowers have been regular in the payment of the principal and interest as stipulated
(c) There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under section 189 of the Act
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans and investments made.
v. In our opinion, and according to the information and explanations given to us, the Company has not accepted deposits as per the directives issued by the Reserve Bank of India under the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
vi. The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the services rendered by the Company.
vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employeesâ State Insurance, Income-tax, Service tax and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employeesâ State Insurance and Service tax, and other material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of Provident fund, Employeesâ State Insurance and Service tax which have not been deposited with the appropriate authorities on account of any dispute other than those mentioned 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 |
9,700 |
A.Y. 2011-12 |
Deputy Commissioner of Income Tax |
Income Tax Act, 1961 |
Income tax |
8,670 |
A.Y. 2016-17 |
Deputy Commissioner of Income Tax |
viii. In According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks. The company does not have any loan or borrowings from government or debenture holders during the year.
ix. The Company 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 is not applicable to the Company.
x. According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. 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 our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3 (xiv) of the Order is not applicable to the Company.
xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-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 to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.
For S M S R & Co LLP
Chartered Accountants
Firmâs Registration No: 110592W/W-100094
Sd/-
Uliyar Balakrishna Bhat
Mumbai Partner
Date: 25 May 2017 Membership No:019216
Mar 31, 2016
To the Members of Keynote Corporate Service Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Keynote Corporate Services Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2016, 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 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure Aâ, a statement on the matters specified in the paragraph 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 best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified 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 directors as on 31 March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ; and
(g) With respect to the other matters to be included 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 and according to the explanations given to us:
i. the Company does not have any pending litigations which would impact its financial position.
ii. the Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivatives contracts - Refer Note 31 to the standalone financial statements.
iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
[Referred to in paragraph 1 under âReport on Other Legal and Regulatory Requirements'' Section of our Report of even date]
Report on Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of section 143(11) of Companies Act, 2013 (âthe Actâ) of Keynote Corporate Services Limited (âthe Companyâ)
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) During the year, the fixed assets have been physically verified by the management and as informed, no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the 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 our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
(ii) The Company is a service company, primarily rendering services of investment banking, corporate advisory and ESOP advisory services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable to the Company.
(iii) The Company has granted loans to two bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 (âthe Act'').
(a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 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 register maintained under section 189 of the Act, the borrowers have been regular in the payment of the principal and interest as stipulated.
(c) There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under section 189 of the Act.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.
(v) The Company has not accepted any deposits from the public.
(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employee state insurance, income-tax, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employee state insurance, income tax, service tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no material dues of income tax, tax, service tax and cess that have not been deposited by the Company with the appropriate authorities on account of dispute.
(viii) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks. The company does not have any loan or borrowings from government or debenture holders during the year.
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.
(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
ANNEXURE - B TO THE INDEPENDENT AUDITORSâ REPORT
[Referred to in paragraph 2 under âReport on Other Legal and Regulatory Requirements'' Section of our Report of even date]
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Keynote Corporate Services Limited (âthe Companyâ) as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAI'').These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the standalone financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For S M S R & Co LLP
Chartered Accountants
Firm Registration No. 110592W/W100094
Sd/
Ravi Kapoor
Date : 26 May 2016 Partner
Place :Mumbai Membership No: 040404
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Keynote Corporate Services
Limited ("the Company"), which comprise the Balance Sheet as at March
31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for
the year then ended and a summary of significant accounting policies
and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls
and ensuring their operating effectiveness and the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the standalone financial statements that give a true
and fair view and are free from material misstatement, whether due to
fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
there under.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the standalone financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the standalone financial statements. The
procedures selected depend on the auditors' judgment, including the
assessment of the risks of material misstatement of the standalone
financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal financial control
relevant to the Company's preparation of the standalone financial
statements that give a true and fair view in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on whether the Company has in place an
adequate internal financial controls system over financial reporting
and the operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by the Company's
Directors, as well as evaluating the overall presentation of the
standalone financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31, 2015, its profit and its cash flows for the year ended on
that date.
Emphasis of Matter
We draw attention to the note no.38 in the standalone financial
statements regarding pending approval of the Central Government for
recovery of remuneration of Rs. 16,50,000 paid in the F.Y.2013-14 for
the services rendered by a director in his professional capacity.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
(1) As required by the Companies (Auditors' Report) Order, 2015 ("the
Order"') issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, we give in the Annexure, a
statement on the matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.
(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 best of our knowledge and belief were necessary for the
purposes of our audit;
b. In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
those books;
c. The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account;
d. In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act read with Rule 7 of the Companies (Accounts) Rules, 2014;
e. On the basis of written representations received from the directors
as on March 31, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2015 from being
appointed as a director in terms of Section 164 (2) of the Act;
f. With respect to the other matters to be included 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 and
according to the explanations given to us:
i The Company does not have any pending litigations which would impact
its financial position;
ii The Company did not have any long- term contracts including
derivative contracts hence, the question of any material foreseeable
losses does not arise;
iii There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
ANNEXURE TO INDEPENDENT AUDITOR'S REPORT
[Referred to in paragraph 1 under 'Report on Other Legal and Regulatory
Requirements' in the Independent Auditor's Report of even date to the
members of Keynote Corporate Services Limited on the standalone
financial statements for the year ended March 31, 2015.]
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) During the year, the fixed assets of the Company have been
physically verified by the management and as informed, no material
discrepancies were noticed on such verification. In our opinion, the
frequency of verification is reasonable having regard to the size of
the Company and the nature of its assets.
(ii) The Company did not have any inventory during current financial
year so, clause (ii) of paragraph 3 of the Order is not applicable to
the Company.
(iii) The Company has granted unsecured loans to Companies covered in
the register maintained under Section 189 of the Act.
(a) There is no stipulation as regards repayment of principal and
payment of interest. The Company has received the principal amount and
interest whenever called for.
(b) Since there is no stipulation as regards repayment of principal and
payment of interest, clause 3(iii)(b) of the Order is not applicable.
(iv) In our opinion and according to the information and explanations
given to us, there exists an adequate internal control system
commensurate with the size of the Company and the nature of its
business for the purchase of fixed assets and for the sale of services.
During the course of our audit, we have not observed any continuing
failure to correct major weaknesses in internal control system of the
Company.
(v) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
within the provisions of Sections 73 to 76 of the Act and the rules
framed there under.
(vi) The Central Government of India has not prescribed the maintenance
of cost records for any of the products of the Company under
sub-section (1) of Section 148 of the Act and the rules framed there
under.
(vii) (a) The Company is generally regular in depositing with
appropriate authorities, undisputed statutory dues including provident
fund, employees' state insurance, income tax, wealth tax, service tax,
cess and any other material statutory dues applicable to it. However,
there have been slight delays in few cases. As explained to us, the
provisions regarding sales tax, duty of customs, duty of excise and
value added tax are presently not applicable to the Company.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, employees'
state insurance, income tax, sales tax, wealth tax, service tax, duty
of customs, duty of excise, value added tax, cess and any other
material statutory dues applicable to it, were outstanding, at the year
end, for a period of more than six months from the date they became
payable.
(c) According to the information and explanations given to us, there
are no dues outstanding with respect to income tax, sales tax, wealth
tax, service tax, duty of customs, duty of excise, value added tax and
cess which have not been deposited with the appropriate authorities on
account of any dispute.
(d) According to the information and explanations given to us, there
were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
(viii) The Company does not have accumulated losses at the end of the
financial year nor has incurred cash losses in the current and
immediately preceding financial year.
(ix) According to the information and explanations given to us, the
Company has not defaulted in repayment of dues to financial institution
or banks.
(x) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company, for loans taken by others from banks or financial
institutions, are not prejudicial to the interest of the Company.
(xi) According to the information and explanations given to us, the
term loans have been applied for the purpose for which the loans were
obtained.
(xii) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of any such instance by the management.
For Haribhakti & Co. LLP
Chartered Accountants
ICAI Firm Registration No.103523W
Sd/-
Amit Hundia
Place: Mumbai Partner
Date: May 28, 2015. Membership No.120761
Mar 31, 2014
We have audited the accompanying financial statements of Keynote
Corporate Services Limited ("the Company"), which comprise the Balance
Sheet as at March 31, 2014,the Statement of profit and Loss and the
Cash Flow Statement for the year then ended, and a summary of signifi
cant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash fl ows of the Company in accordance
with the Accounting Standards referred to in sub-section (3C) of
Section 211 of the Companies Act, 1956 ("the Act"). This responsibility
includes the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors'' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors'' judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the Company''s internal control. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is suffi cient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
(b) in the case of the Statement of profit and Loss, of the profit
for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash fl ows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors'' Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Act, we give in the Annexure, a
statement on the matters specifi ed in paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c. the Balance Sheet, Statement of profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account;
d. in our opinion, the Balance Sheet, Statement of profit and Loss
and Cash Flow Statement comply with the accounting standards referred
to in sub- section (3C) of Section 211 of the Act;
e. on the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualifi ed as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
Section 274 of the Act.
ANNEXURE TO INDEPENDENT AUDITORS'' REPORT
[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' in the Independent Auditors'' Report of even date to the
members of Keynote Corporate Services Limited on the financial
statements for the year ended March 31, 2014]
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fi xed
assets.
(b) The fi xed assets of the Company have been physically verifi ed by
the management during the year and no material discrepancies between
the book records and the physical inventory have been noticed. in our
opinion, the frequency of verifi cation is reasonable.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of fi xed assets has not been disposed
off by the Company during the year.
(ii) The Company did not have any inventories during the year.
Therefore, the provisions of clause (ii) of paragraph 4 of the Order as
amended are not applicable to the Company.
(iii) (a) As informed, the Company has not granted any loans, secured
or unsecured to companies, fi rms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956.
Accordingly, the provisions stated in paragraph 4 (iii)(b),(c) and (d)
of the order are not applicable.
(e) As informed, the Company has not taken any loans, secured or
unsecured from companies, fi rms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956.
Accordingly, the provisions stated in paragraph 4 (iii)(f)and (g) of
the order are not applicable.
(iv) In our opinion and according to the information and explanations
given to us, there exists an adequate internal control system
commensurate with the size of the Company and the nature of its
business with regard to purchase of fi xed assets and for the sale of
services. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in internal control
system of the Company.
(v) (a) According to the information and explanations given to us, we
are of the opinion that the particulars of contracts or arrangements
referred to in Section 301 of the Companies Act, 1956 that need to be
entered into the register maintained under Section 301 have been so
entered.
(b) None of the transactions made in pursuance of such contracts or
arrangements exceed the value of Rs five lakhs in respect of any such
party in the financial year.
(vi) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
within the meaning of Sections 58A and 58AA of the Act and the rules
framed there under.
(vii) In our opinion, the Company has an internal audit system to be
commensurate with the size and nature of its business.
(viii) The Central Government of India has not prescribed the
maintenance of cost records under clause (d) of sub-section (1) of
Section 209 of the Act for any of the products of the Company.
(ix) (a) Undisputed statutory dues including provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
wealth- tax, service tax, cess have generally been regularly deposited
with the appropriate authorities.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees'' state insurance, income-tax,
wealth-tax, service tax, cess and other undisputed statutory dues were
outstanding, at the year end, for a period of more than six months from
the date they became payable.
(c) According to the information and explanation given to us, there is
no dues of income tax, wealth tax, service tax and cess which have not
been deposited on account of any dispute.
(x) The Company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to a fi
nancial institution or bank.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the Company has not
granted loans & advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
(xiii) of paragraph 4 of the Order are not applicable to the Company.
(xiv) In respect of dealing/trading in shares, securities, debentures
and other investments, in our opinion and according to the information
and explanations given to us, the Company did not deal or trade in it.
However, on short term basis, surplus funds were invested in mutual
funds for which proper records for the transactions and contracts have
been maintained and timely entries have been made therein. The shares,
securities and other investments have been held by the Company, in its
own name. Further 1,451,702 shares for which the Company is benefi cial
owner, legal ownership vests with Keynote Trust, pursuant to Bombay
High Court order dated March 9, 2007.
(xv) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
Company, for loans taken by others from banks or financial
institutions during the year, are not prejudicial to the interest of
the Company.
(xvi) The Company has not obtained any term loans during the Year.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on short-term basis have been used for long-term
investment.
(xviii) According to the information and explanation given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered in the register maintained under Section 301 of
the Companies Act, 1956.
(xix) According to the information and explanations given to us, no
debentures have been issued by the Company during the year.
(xx) The Company has not raised money by way of public issue during the
year.
(xxi) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management.
For Haribhakti & Co.
Chartered Accountants
Firm Registration No.103523W
Sd/-
Atul Gala
Partner
Membership No.48650
Place: Mumbai
Date: May 27, 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Keynote
Corporate Services Limited ("the Company"), which comprise the
Balance Sheet as at March 31, 2013, and the Statement of Profit and
Loss and Cash Flow Statement for the year then ended and a summary of
significant accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements Management
is responsible for the preparation of these financial statements that
give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the
Accounting Standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditors '' Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditors'' judgment, including the assessment
of the risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the Company''s
preparation and fair presentation of the financial statements in order
to design audit procedures that are appropriate in the circumstances.
An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made
by management, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
(b) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors'' Report) Order, 2003
("the Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure, a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d. in our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement comply with the Accounting Standards referred
to in subsection (3C) of section 211 of the Companies Act, 1956; except
that the disclosures with respect to plan assets required under
Accounting Standard-15 (Revised) "Employee Benefit" is not
provided.
e. on the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
[Referred to in paragraph 1 under ''Report on Other Legal and
Regulatory Requirements'' in the Independent Auditors'' Report of
even date to the members of Keynote Corporate Services Limited on the
financial statements for the year ended 31st March 2013]
(i) (a) The Company has maintained proper records
showing full particulars, including quantitative details and situation
of fixed assets.
(b) The fixed assets of the company have been physically verified by
the management during the year and no material discrepancies between
the book records and the physical inventory have been noticed. In our
opinion, the frequency of verification is reasonable.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
off by the Company during the year.
(ii) The Company did not have any inventories during the year
therefore, the provisions of clause (ii) of paragraph 4 of the
Companies (Auditor''s Report) Order, 2003 as amended are not
applicable to the Company.
(iii) (a) The Company has granted unsecured loan to two companies
covered in the register maintained under section 301 of the Companies
Act, 1956. The maximum amount involved during the year was Rs.
5,24,56,333/- and the yearend balance of loans granted to such parties
was Rs. 2,16,56,333/-.
(b) In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions for
such loans are not, prima facie, prejudicial to the interest of the
Company.
(c) The loans are repayable on demand and whenever loans are called for
the company has received the principal amount and interest accordingly.
(d) Since there is no stipulation as regards repayment schedule, clause
4(iii)(d) is not applicable.
(e) As informed, the Company has not taken any loans, secured or
unsecured from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956.
Accordingly, the provisions stated in paragraph 4
(iii)(f) and (g) of the order are not applicable.
(iv) In our opinion and according to the information and explanations
given to us, there exists an adequate internal control system
commensurate with the size of the Company and the nature of its
business with regard to purchase of fixed assets and for the sale of
service. During the course of our audit, we have not observed any
continuing failure to correct major weakness in internal control system
of the Company.
(v) (a) According to the information and explanations given to us, we
are of the opinion that the particulars of contracts or arrangements
referred to in section 301 of the Companies Act, 1956 that need to be
entered into the register maintained under section 301 have been so
entered.
(b) In our opinion and according to the information and explanations
given to us, one transaction made in pursuance of such contracts or
arrangements exceeding value of rupees five lakhs has not been entered
into during the financial year at prices which are reasonable having
regard to the prevailing market prices at the relevant time.
(vi) In our opinion and according to the information and explanations
given to us, the company has not accepted any deposits from the public
within the meaning of Sections 58A and 58AA of the Companies Act, 1956
and the rules framed there under.
(vii) The Company has an internal audit system, the scope and coverage
of which, in our opinion requires to be enlarged to be commensurate
with the size and nature of its business.
(viii) The Central Government of India has not prescribed the
maintenance of cost records under clause (d) of subsection (1) of
Section 209 of the Companies Act, 1956 for any of the products of the
company.
(ix) (a) Undisputed statutory dues including provident fund,
employees'' state insurance, wealth-tax, service tax, customs duty,
excise duty, cess have generally been regularly deposited with
appropriate authorities except advance payment of income tax and amount
payable for investor education and protection fund, which has not been
paid and outstanding at the balance sheet date.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, investor
education and protection fund, employees'' state insurance,
income-tax, wealth-tax, service tax, customs duty, cess and other
undisputed statutory dues were outstanding, at the year end, for a
period of more than six months from the date they became payable except
as mentioned below:
Name Nature of (Rs.) Period to Due Date Date of
of the the dues Amount which the Payment
statute amount
relates
Income Advance 14,07,873 F.Y. 15th Sep
tember -
Tax Act, payment of 2012-13 2012
1961 Income Tax
Income Interest on 42,273 F.Y. 15th Sep
tember -
Tax Act, delayed
payment 2012-13 2012
1961 of
advance tax
(c) According to the information and explanation given to us, there are
no dues of income-tax, wealth-tax, service tax, customs duty, and cess
which have not been deposited on account of any dispute.
(x) The company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to a
financial institution or bank.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the company has not
granted loans & advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
(xiii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003
as amended are not applicable to the Company.
(xiv) In respect of dealing/trading in shares, securities, debentures
and other investments, in our opinion and according to the information
and explanations given to us, generally the Company did not deal or
trade in it. However, on short term basis, surplus funds were invested
in mutual funds for which proper records for the transactions and
contracts have been maintained and timely entries have been made
therein. The shares, securities, debentures and other investments have
been held by the Company, in its own name.
(xv) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
company, for loans taken by others from banks or financial institutions
during the year, are not prejudicial to the interest of the company.
(xvi) The Company has not obtained any term loans during the year.
(xvii) According to the information and explanations given to us and on
an overall examination of the balance sheet of the Company, we report
that no funds raised on shortterm basis have been used for long-term
investment.
(xviii) The Company has not made any preferential allotment of shares
to parties and companies covered in the register maintained under
section 301 of the Act.
(xix) According to the information and explanations given to us, no
debentures have been issued by the company during the year.
(xx) The Company has not raised money by way of public issue during the
year.
(xxi) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the Company, noticed or reported during the year, nor
have we been informed of such case by the management.
For Haribhakti & Co.
Chartered Accountants
Firm''s Registration No.103523W
Sd/-
Rakesh Rathi
Place: Mumbai Partner
Date: 28th May, 2013 Membership No.45228
Mar 31, 2012
1. We have audited the attached Balance Sheet of Keynote Corporate
Services Limited ('the Company') as at March 31, 2012 and also the
Statement of Profit and Loss account and the cash flow statement for
the year ended on that date annexed thereto. These financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, (as
amended), issued by the Central Government of India in terms of sub-
section (4A) of Section 227 of 'The Companies Act, 1956' of India
(the 'Act') and on the basis of such checks of the books and records
of the company as we considered appropriate and according to the
information and explanations given to us, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
4. Further to our comments in the paragraph 3 above, we report that:
i. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
ii. In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books.
iii. The balance sheet, statement of profit and loss and cash flow
statement dealt with by this report are in agreement with the books of
account.
iv. In our opinion, the balance sheet, profit and loss account and
cash flow statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956. As regards disclosure required in Accounting
Standard - 15 (Revised) "Employee Benefit" attention is invited to
point No. 'a) 1)'-Note no.22 of notes to accounts.
v. On the basis of the written representations received from the
directors, as on March 31, 2012, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
March 31, 2012 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.
vi. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India;
a) in the case of the balance sheet, of the state of affairs of the
Company as at March 31, 2012;
b) in the case of the statement of profit and loss, of the profit for
the year ended on that date; and
c) in the case of cash flow statement, of the cash flows for the year
ended on that date.
Referred to in paragraph 3 of the Auditors' Report of even date to the
members of Keynote Corporate Services Limited on the financial
statements for the year ended March 31, 2012.
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.
(b) The fixed assets of the company have been physically verified by
the management during the year and no material discrepancies between
the book records and the physical inventory have been noticed. In our
opinion, the frequency of verification is reasonable.
(c) In our opinion and according to the information and explanations
given to us, a substantial part of fixed assets has not been disposed
of by the company during the year.
(ii) The Company did not have any inventories during the year therefore
clause
4(ii) is not applicable
(iii) (a) The Company has granted interest free unsecured loan to its
wholly
owned subsidiary company covered in the register maintained under
section 301 of the Companies Act, 1956. The maximum amount involved
during the year was Rs. 10,42,68,476/- and the year end balance of loans
granted to such party was Rs. 4,92,68,476/-
(b) In our opinion and according to the information and explanations
given to us, the terms and conditions of such loan given by the Company
is prima facie not prejudicial to the interest of the Company.
(c) The loans are repayable on demand and the company has received the
repayment of the loans accordingly.
(d) Since there is no stipulation as regards repayment schedule, clause
4(iii) (d) is not applicable.
(e) As informed, the Company has not taken any loans, secured or
unsecured from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956.
Accordingly, the clauses stated in paragraph 4 (iii) (f) and (g) of the
order are not applicable.
(iv) In our opinion and according to the information and explanations
given to us, there exists an adequate internal control system
commensurate with the size of the Company and the nature of its
business with regard to purchase of fixed assets and with regard to the
sale of services. During the course of our audit, we have not observed
any continuing failure to correct major weakness in internal control
system of the company.
(v) (a) According to the information and explanations given to us, we
are of the opinion that particulars of contracts or arrangements
referred to in section 301 of the Companies Act, 1956 that need to be
entered into the register maintained under section 301have been so
entered
(b) In respect of one of the transaction made in pursuance of such
contracts or arrangement exceeding the value of Rupees five lakhs
entered in to during the financial year, because of the unique and
specialized nature of the transaction and in the absence of any
comparable price, we are not able to comment whether the transactions
were made at prevailing market prices at the relevant time.
(vi) In our opinion and according to the information and explanations
given to us, the company has not accepted any deposits from the public
within the meaning of sections 58A and 58AA of the Act and the rules
framed there under.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) The Central Government of India has not prescribed the
maintenance of cost records under clause (d) of sub-section (1) of
Section 209 of the Act for any of the products of the company.
(ix) (a) The Company is generally regular in depositing with
appropriate authorities undisputed statutory dues including provident
fund, investor education and protection fund, employees' state
insurance, service tax, cess and other material statutory dues
applicable to it except advance payment of income tax.
(b) According to the information and explanations given to us, there
are no undisputed dues in respect of provident fund, investor education
and protection fund, employees' state insurance, service tax, cess and
other statutory dues which were outstanding, at the year end for a
period of more than six months from the date they became payable except
for income tax which are as follows:
Name
of the Nature of (Rs) Period to Due Date Date of
statute the dues which the Payment
amount
relates
Income Advance 17,29,287 F. Y.
2011-12 15th
September -
Tax Act payment of 2011
Income
Tax
Income Interest
on 17,293 F.Y.
2011-12 15th
September -
Tax Act delay
payment 2011
of advance
tax
(c) According to the information and explanation given to us, there are
no dues of income-tax, sales-tax, wealth-tax, service tax, customs
duty, and cess which have not been deposited on account of any dispute.
(x) The company has no accumulated losses at the end of the financial
year and it has not incurred cash losses in the current and immediately
preceding financial year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to a
financial institution, bank or debenture holders.
(xii) According to the information and explanations given to us and
based on the documents and records produced to us, the company has not
granted loans & advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi /
mutual benefit fund / society. Therefore, the provisions of clause
4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended)
are not applicable to the Company.
(xiv) In respect of dealing/trading in shares, securities, debentures
and other investments, in our opinion and according to the information
and explanations given to us, generally the Company did not deal or
trade in it. However, on short term basis, surplus funds were invested
in mutual fund and short term loans and advances for which proper
records for the transaction and contracts have been maintained and
timely entries have been made therein. The shares, securities,
debentures and other investments have been held by the Company, in its
own name.
(xv) In our opinion and according to the information and explanations
given to us, the terms and conditions of the guarantees given by the
company, for loans taken by others from banks or financial institutions
during the year, are not prejudicial to the interest of the company.
(xvi) The Company has not obtained any term loans during the year.
(xvii) According to the information and explanations given to us,
significant funds towards long term investments have been raised on
long term basis. On an overall examination of the balance sheet of the
Company, we report that funds deployed by the Company on short term
basis & realized during the year to the extent of Rs. 3,88,86,580 have
also been used for long term investment in Capital Work in Progress &
Investments.
(xviii)According to the information and explanation given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered in the Register maintained under Section 301 of
the Companies Act, 1956.
(xix) According to the information and explanations given to us, no
debentures have been issued by the company during the year.
(xx) The Company has not raised any money by way of public issue during
the year.
(xxi) During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
fraud on or by the company, noticed or reported during the year, nor
have we been informed of such case by the management.
For Haribhakti & Co.
Chartered Accountants
Firm's Registration No.103523W
Sd/-
Rakesh Rathi
Place: Mumbai Partner
Date: 9th August, 2012 Membership No.045228
Mar 31, 2010
1. We have audited the accompanying Balance Sheet of Keynote Corporate
Services Limited (the Company) as at 31s1 March, 2010, the Profit and
Loss Account and the Cash Flow Statement for the year ended on that
date annexed thereto. These financial statements are the responsibility
of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors Report) Order, 2003 and
amendments thereto (together referred to as the Order) issued by the
Central Government of India in terms of sub-section (4A) of Section 227
of the Companies Act, 1956, we enclose in the Annexure, a statement on
the matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to above, we
report that:
a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
b) In our opinion, proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement comply with the Accounting Standards referred to in
sub-section (3C) of section 211 of the Companies Act, 1956;
e) On the basis of the written representations received from the
directors of the Company as at 31st March, 2010, and taken on record by
the Board of Directors, we report that none of the directors
disqualified as on 31sl March, 2010 from being appointed as director in
terms of clause (g) of sub-section (1) of section 274 to the Companies
Act, 1956; and
f) In our opinion, and to the best of our information and according to
the explanations given to us, the said financial statements, give the
information required by the Companies Act, 1956, in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2010; (ii) in the case of the Profit and Loss
Account, of the profit for the year ended 31s1 March, 2010; and (iii)
in the case of cash flow statement, of the cash flows for the year
ended 31st March, 2010.
Referred to in paragraph 3 of the Auditors Report of even date to the
members of Keynote Corporate Services Limited on the financial
statements for the year ended March 31, 2010.
(i) (a) The Company has maintained proper records showing full
particulars including quantitative details and situations of fixed
assets.
(b) The Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified at reasonable
intervals during the year, which in our opinion is reasonable, having
regard to the size of the company and nature of its assets.
(ii) The Company is a service company. Accordingly, it does not hold
any physical inventories. Thus, paragraph 4(ii) of the Order is not
applicable.
(iii) In respect of loans, secured or unsecured, granted or taken by
the Company to/ from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956:
a) The company has granted loans to 3 parties. The maximum amount
involved during the year was Rs. 1,350 lakhs and the year-end balances
of loans granted were Rs. 800 lakhs. The company has not taken any
loan.
b) According to information and explanations given to us, we are of the
opinion that the terms and conditions of loans given by the company are
prima facie prejudicial to the interest of the company. The company
has given interest free loans of Rs. 1,250 lakhs to the companies
covered in the register maintained under Section 301 of the Companies
Act, , 1956.
c) In respect of loans granted by the company, the loans are interest
free i and are repayable on demand. According to information and
explanations given to us, no stipulation has been made for the
repayment of the loans, hence whether the payment of principle amount
is regular or not cannot be commented on.
d) In respect of loans given by the company, as explained to us
reasonable steps are being taken by the company for their recovery,
which however, needs to be further strengthened.
e) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the company and the nature of its business for the
purchase of fixed assets and for the sale of services. Further, on the
basis of our examination of the books and records of the Company, and
according to the information and explanations given to us, we have
neither come across nor have been informed of any continuing failure to
correct major weaknesses in the aforesaid internal control system.
According to the information and explanations given to us, there have
been no contracts or arrangements referred to in Section 301 of the Act
during the year to be entered in the register required to be maintained
under that section. Accordingly, the question of commenting on
transactions made in pursuance of such contracts or arrangements does
not arise.
(vi) The company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(viii) The Central Government has not prescribed the maintenance of
cost records under section 209(1) (d) of the Companies Act, 1956
(ix) (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is generally regular in depositing the undisputed statutory dues
including provident fund, investor education and protection fund,
employees state insurance, income tax, sales tax, wealth tax, service
tax, customs duty, excise duty, cess and other material statutory dues
as applicable with the appropriate authorities.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of Income Tax, Provident Fund,
Service tax, Wealth tax, and other material statutory dues were in
arrears as at 313( March, 2010 for a period of more than six months
from the date they became payable.
(c) 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 pending before Assessing
Officer.
(x) The Company does not have any accumulated losses at the end of the
financial year and has not incurred cash losses in the financial year
and in the immediately preceding financial year.
(xi) In our opinion and according to the information and explanations
given to us, the company has not defaulted in repayment of dues to its
bankers.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund / societies are not applicable to the
Company.
(xiv) In our opinion and according to information and explanations
given to us, the Company has maintained proper records of the
transactions and contracts in respect of trading in securities during
the year and timely entries have been made therein. Further, such
securities have been held by the Company in its own name, except to the
extent of exemption granted under section 49 of the Companies Act,
1956.
(xv) The company has not given any guarantees for loans taken by others
from banks or financial institutions except for 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.
(xvi) The Company has not taken any term loan during the year.
(xvii) According to the information and explanations given to us and
overall examination of the Balance Sheet of the company, we are of the
opinion that the funds raised in short-term basis have not been used
for long term investments.
(xviii)The company has not made any preferential allotment of shares to
companies/firms/parties covered in the Register maintained under
Section 301 of the Companies Act, 1956,
(xix) The Company has not issued debentures during the year.
Accordingly, the question of creation of security or charge does not
arise.
(xx) The Company has hot raised any money by public issues during the
year.
(xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
year.
For K.K.BHAGERIA & CO.,
Firm Registration No : 101106W
Chartered Accountants,
Sd/-
(K.K. BHAGERIA)
Place: Mumbai Partner
Date : 25/08/2010 Membership No: 33505
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