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AcroPetal Technologies Ltd.

BSE: 533330 Sector: IT
NSE: ACROPETAL ISIN Code: INE055L01013
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VOLUME 15593
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P/E
Mkt Cap.(Rs cr) 5.64
Buy Price 1.45
Buy Qty 5407.00
Sell Price 1.55
Sell Qty 5000.00
OPEN 1.45
CLOSE 1.52
VOLUME 15593
52-Week high 4.16
52-Week low 1.38
P/E
Mkt Cap.(Rs cr) 5.64
Buy Price 1.45
Buy Qty 5407.00
Sell Price 1.55
Sell Qty 5000.00

AcroPetal Technologies Ltd. (ACROPETAL) - Director Report

Company director report

To

The members of Acropetal Technologies Limited.

Your Directors are pleased to present 14th Directors’ Report of the Company alongwith the Audited financial Statements for the year ended 31st March 2015.

Rs in lakhs

Particulars 2015 2014
Total revenue 2510.53 11879.98
Total expenses 20942.01 19266.48
Profit / (loss) before tax (18431.48) (7386.50)
Provision for deferred tax 598.08 (26.13)
Net Profit / (loss) carried
(17833.40) (7412.64)
to Balance Sheet

The Company has drastically reduced its export business where the payments are delayedabnormally and where the profit margins are low. During the year the company has made anexport turnover of Rs. 1075.07 lakhs. The total revenue of the Company from operationsfor the year ended 31st March 2015 was Rs. 1841.23 lakhs the total revenue of theprevious year was Rs. 10655.32 lakhs. The gain on foreign exchange fl uctuations accountsmajorly for the difference. The company has written off receivables as bad debts which arepending and the company has initiated legal proceedings to recover the amount. The netloss booked for the year under review is Rs. 18431.48 as compared to Rs. 7386.50 lakhsduring the previous year.

Future Outlook

The company is now in the process of streamlining and stabilizing the businessactivities. The Indian market is very conducive but the Company intends to focus andincrease the business stage by stage in the years to come.

Dividend

In view of the loss incurred during the year your directors are not recommending anydividend for the year ended 31st March 2015.

Disclosures of amounts if any transfer to any reserves

It is not proposed to carry any amount to any reserves from the profits of the Company.Hence disclosure under Section 134 (3) (j) of the Companies Act 2013 is not required.

Directors

Pursuant to the provisions of Section 152 of the

Companies Act 2013 and the Articles of Association of the Company Mr. Ravi Kumar D isretiring by rotation at the conclusion of the ensuing Annual General Meeting and beingeligible offers himself for re-appointment.

Dr. Subramanya Reddy and Dr. Madhu Sudhana Reddy M continued to be the IndependentDirectors in accordance with the provision of Section 149 150 & 152 of the CompaniesAct 2013 and they are not liable to retire by rotation.

Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. K. Gopalakrishnan & Co Chartered Accounts #120 Infantry Road Bangalore 560001 were appointed as statutory auditors of the Company from the conclusion of theThirteenth annual general meeting (AGM) of the Company held on September 29 2014 till theconclusion of the Sixteenth AGM to be held in the year 2017 subject to ratification oftheir appointment at every AGM.

Auditors’ Report

The Statutory Auditors in their report and in its annexure have reported inter-alia asfollows.

The Statutory auditors have expressed in their Report that the following events cast adoubt on going concern as per para 10 SA 570 ‘Going Concern’. However thecompany is of the view that the issues may have created this doubt in the accountingperspective but in the business perspective these issues have strong and valid reasonbehind and some of these are due to the strategies adopted by the company. The issuescreating the doubt of going concern for the auditors are given below in italics and ourviews are given thereunder.

1. (a) As referred in Note 7(a) to the Financial Statements company is facingdifficulties in paying the statutory dues such as Service Tax and TDS amount ofRs.33442351 and Rs.37209345 on 31.03.2015 out of which Rs.17227765 andRs.33082033 outstanding for more than one year.

The company’s cash flow from operations was better than previous year because ofthe strategies adopted by the company to recover the company. With the cash flowavailable the company could address some of the dues to the extent of Rs. 326.73 lakhsand also continue to pay during the current financial year as well. The collateralsecurities given to the bank are auctioned by the banks as the facilities availed fromthem are classified as Non-Performing Assets. The company is planning to address theremaining dues to the government departments from the surplus cash left from the sale ofproperties after settling the banks’ dues. The company has been paying salary and haspaid in full to its existing employees

(b) Note 2(c) in the financial statements which indicates that the company hasaccumulated losses and its net worth has been substantially eroded the company incurred anet loss during the current year (Rs.178.33 crores) and previous year (Rs.74.12 crores)and the company’s current liabilities (Rs.158.41 crores) exceed its current assets(Rs.10.25 crores) as at the balance sheet date. These conditions indicate the existence ofa material uncertainity that may cast significant doubt about the company’s abilityto continue as a going concern. However the financial statements of the company have beenprepared on a going concern basis.

The company has written off some of the debtor receipts which are pending for a verylong time and are disputed by the clients. Due to this the company has been bookinglosses in the last two years. For this loss the net worth has been eroded and the currentassets have come down drastically and the current liabilities have exceeded the currentassets. However the net worth and the current assets are expected to improve in thecoming years.

2. Out of the unsecured advances given to staff & ex-employees referred in Note10(d) of the financial statements there is uncertainity about recover of about Rs.2278206 as there is no recovery during the year and these are outstanding for more thana year.

The company has advanced this amount to one of its ex-employee for foreign travel. Hedid not settle the accounts for this advance amount and the company owes his settlementamount. While doing his full and final settlement the amount will get accountedautomatically.

3. During the year the company has written off Rs.139.87 crores as Bad debtsreferred in Note 11 of the financial statements of the company which are outstanding formore than a year and the management is not confident of realization from its customers.

The company has witnessed an unprecedented high employees’ attrition in theprevious years due to the severe cash flow strain the company was paying. Severalemployees engaged in the projects left abruptly without proper knowledge transfer. Becauseof this we could not continue some of the projects and this has created some gaps whichwe could not resolve immediately. The customers have not only stopped our payments forthese projects but also stopped the payments to the other projects where there are noissues. The company wrote off some of the export debtors but the company has initiatedlegal actions against these clients to recover the dues which are rightfully receivable bythe company.

4. The company borrowings outstanding to the tune of Rs. 10455.51 lakhs (withaccrued interest) has been classified as Non-Performance Assets by the financialinstitutions and has become payable in full.

This is due to the sequential effect of the cash flow crisis faced by the companyduring the past three years. But all the borrowings are properly secured by collateralsecurities by way of land & buildings. The market value of these properties are muchmore than the banks’ outstanding. The banks have initiated recovery actions byauctioning the properties. The company is hopeful of getting these banks’ duesaddressed soon.

5 . During the quarter the parent company has written off Rs. 1123.62 Lakhs paid toits subsidiary for development of product.

One of the debtor receipts wrote off by the company is from a client in Dubai. Thewholly owned subsidiary company in Dubai is also having business relations with thisclient. The common client to both the parent and subsidiary companies gone insolvent andthe receivables from this client could not be recovered by both the companies. This hasresulted in a huge loss for both the companies and got into severe cash flow crisis. Inthis circumstance it would be highly impossible to continue the development of product bythe subsidiary company which was assigned by the parent company. Hence the amountreceived from the parent company for developing the product has been written off in thebooks of subsidiary and the same way in the books of parent company.

6. During this quarter intangible assets worth of Rs.713.62 lakhs has beentransferred to reserves account since it has served its economic life.

Net asset value of the computer software (Rs.713.62 lakhs) has been transferred to theReserves Account as per the Schedule II of the Companies Act 2013. These software havealready served its economic life.

7. The company declared dividend in FY2011-12 out of the declared amount partialamount has been paid and the balance is still to be paid.

Due to the financial difficulties the company could not pay the balance declareddividend amount to its shareholders. Majority of the outstanding is only to the promotersfriends and relatives. However this amount will also be paid once the auctioning of theproperties get through which we expect to happen in the current financial year.

Fixed deposits

Your company has not accepted any deposits during the year within the meaning ofSection 73 of the Companies Act 2013 and Rules made thereunder.

Directors’ responsibility statement

Pursuant to the provisions under Section 134(5) of the Companies Act 2013 withrespect to Directors’ Responsibility Statement the Directors confirm:

i. That in the preparation of the Annual Accounts theapplicable Accounting Standardshave been followed andno material departures have been made from the same;

ii. That they had selected such accounting policies andapplied them consistently andmade judgements andestimates that are reasonable and prudent so as to give atrue and fairview of the state of affairs of the Company at the end of the financial year and of theloss of the Company for that period;

iii. That they had taken proper and sufficient care forthe maintenance of adequateaccounting records inaccordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and forpreventing and detecting fraud and otherirregularities;

iv. That they had prepared the annual accounts on a goingconcern basis;

v. That they had laid down internal financial controls to befollowed by the Company andthat such internal financial controls are adequate and were operating effectively; and

vi. That they had devised proper systems to ensurecompliance with the provisions of allapplicable lawsand that such systems were adequate and operatingeffectively.

Change in the nature of business

There is no change in the nature of business of the Company during the year.

Material changes and commitment if any affecting the financial position of the companyoccurred between the end of the financial year to which these financial statements relateand the date of the report

financial position of the Company occurred between the end of the financial year towhich these financial statements relate on the date of this report.

Secretarial auditor and secretarial audit report

The Board has appointed Mr. Naman G Joshi Company Secretary in whole time practice tocarry out Secretarial Audit under the provisions of Section 204 of the Companies Act 2013for the financial year 2014-15. The report of the Secretarial Auditor is annexed to thisreport as Annexure-B.

The Secretarial Auditor has observed that the Company

1. The Company has not appointed a women director pursuant to section 149 of theCompanies Act 2013 read with Rule 3 of the Companies (Appointment and Qualification ofDirectors) Rules 2014.

The company has been undergoing lots of issues in the present situation bringing anydirector particularly the women director may not be possible. However the company islooking for a women director to comply the statutory requirement and hopefully will happenin the coming year. It is not out of place to mention that the company had women directorin the past and we will have in future also.

2. The Company has not appointed Chief Financial Officer pursuant to section 203 of theCompanies Act 2013 read with Rule 8 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

The company is struggling on various fronts and bringing a CFO on board would bedifficult for twin reasons i) the company is not in a position to pay salary to existingemployees and for a high profile the cost would be more and obviously will not be able tomeet out until the existing issues are resolved and ii) no one would willing to join thecompany as CFO considering the issues it presently has. Moreover the company’sbusiness has drastically come down and even during the current year the business is on thedown stride. Once the company improves its business we will hire CFO as per the statutoryrequirement.

3. The Company has not filed certain forms and returns with the Registrar of Companies.

There has been rapid attrition of employees during the past few years due to thefinancial crisis. There was not proper handing over of documents by the left employeesthat has created some gaps in the continuity of the works even in the support functions.Now the past dues are being handled by the external consultants who were subsequentlyhired to address. The pending forms & returns with Registrar of Companies will be dulycomplied in the coming months.

4. The Company has not paid Dividend pertaining to financial year 2011-12.

Due to the financial difficulties the company could not pay the balance declareddividend amount to its shareholders. Majority of the outstanding is pertaining to thepromoters friends and relatives. However this amount will also be paid once theauctioning of the properties get through which we expect to happen in the currentfinancial year.

5. The Company has not submitted to the Reserve Bank through the designated AuthorizedDealer Annual Performance Report in Part III of Form ODI in respect of Wholly OwnedSubsidiary outside India.

There has been rapid attrition of employees during the past few years due to thefinancial crisis. There was not proper handing over of documents by the left employeesthat has created some gaps in the continuity of the works even in the support functions.Now the past dues are being handled by the external consultants who were subsequentlyhired to address. The pending forms & returns with Registrar of Companies will be dulycomplied in the coming months.

6. The Company has not submitted annual return on Foreign Liabilities and Assets (FLA)as stipulated under A. P. (DIR Series) Circular No.45 dated March 15 2011.

There has been rapid attrition of employees during the past few years due to thefinancial crisis. There was not proper handing over of documents by the left employeesthat has created some gaps in the continuity of the works even in the support functions.Now the past dues are being handled by the external consultants who were subsequentlyhired to address. The pending forms & returns with Registrar of Companies will be dulycomplied in the coming months.

7. The Company is not regular in publication of financial results in newspapers asstipulated under Clause 41 of the Listing Agreements.

The company is financial position is very weak at the moment and is not able pay theamount for publication of financial results. However these results are published in ourwebsite.

8. The Company has not paid Annual Listing fees to Bombay Stock Exchange.

Due to the financial difficulties the company could not pay the Annual Listing fees toBombay Stock Exchange we will pay this amount as soon as the cash flow position improves.

Extract of annual return

Pursuant to the Section 92(3) of the Companies Act 2013 extract of the Annual Returnis annexed to this report as Annexure-C.

Green initiative in corporate governance

The ministry of corporate affairs has undertaken a green initiative in corporategovernance and allowed companies to send documents such as annual reports noticequarterly results etc to the email ids of the shareholders. We have arranged to send thesoft copies of the notices of the 14th AGM and the Annual Report to the email ids of theshareholders made available by Depositories. In case any of the shareholder would like toreceive physical copies of these documents the same shall be forwarded on request eitherto the company or to the Registrar M/s. Sharex Dynamics (India) Private Limited.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report pursuant to the Corporate GovernanceClause of the Listing Agreement is annexed to this report as

Annexure- E.

Corporate Social Responsibility

A Corporate Social Responsibility Committee (CSR committee) is required to beconstituted under the provisions of the Section 135 of the Companies Act 2013 if theCompany fulfil the criteria prescribed under the said section.

The Board of every company covered the criteria prescribed under section 135 of theCompanies Act 2013 shall ensure that the company spends at least two percent of theaverage net profits of the company made during the three immediately preceding financialyears and if the Board fails to spend such amount it shall in its report to shareholdersspecify the reasons for not spending the amount.

The Company has constituted a Corporate Social Responsibility Committee. The Companyhas not incurred any expenditure on Corporate Social Responsibility during 2014-15 asrequired under Section 135 of the Companies Act 2013. The average net profits of theCompany made during the three immediately preceding financial years is negative. Yourmanagement is however committed to the CSR initiative and expects to incur CSR expenditureas applicable. Your management wants to ensure that the fund so earmarked reaches out tothe needy and is in the process of outlining a program to benefit the needy localpopulace.

Corporate Governance Report

The Report on corporate governance as stipulated under Clause 49 of the ListingAgreement forms part of the Annual Report is annexed to this report as Annexure-F.The requisite certificate from the Company Secretary in practice confirming compliancewith the conditions of corporate governance as stipulated under the aforesaid Clause 49 isattached to the Report on corporate governance.

Particulars of remuneration to directors/KMP/employees

There were no employees during the year 2014-15 covered under the provisions of Section197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are attached as ‘Annexure-A’ whichforms part of this report.

Number of meetings of the board and Audit Committee

The details of the number of Board and Audit committee meetings of your Company areprovided in the Corporate Governance Report which forms an integral part of this report.The intervening gap between the Meetings was in compliance with the Companies Act 2013.

Declaration by independent directors

All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(7) of the Companies Act 2013 and clause 49 ofthe Listing Agreement.

Conservation of energy technology absorption and foreign exchange earnings and outgo

i. Details of Conversation of Energy: Your Company’s operations consume very lowlevels of energy. It is pleasure to announce that your Company’s technology centerhas latest technology energy management system based on human occupancy. As the cost ofenergy consumed by the Company forms a very small portion of the total costs the impactof changes in energy cost on total costs is insignificant.

ii. Technology absorption adaption and innovation

The Company continues its endeavour for developing new technologies and for absorptionand adaptation of new technologies developed all over the world. The Company’sstrategic plans are to provide improved offerings to the fast changing market needsresulting in strong client relationship. Continuous efforts are made to improve servicedelivery modules thereby enabling better project execution reduction in costs and at thesame time guaranteeing enhances business values both for the Company and for its clients.This is through improving our own productivity and quality of services. For this it wouldalso be necessary for the Company to enter into partnerships alliances and tie ups withglobal leaders. However availability of required funds at a right time is a challengewhich the Company continues to combat.

The Company as a result is able to provide improved solutions to its customers whichwould be relevant and appropriate to their Business needs and at the same time suits theirfinancial feasibility. This in turn will reduce costs to our customers and improve ourrevenues and returns.

Research and development

The company is always open to innovations and has to make investments in R&D.

The R & D activities of the company have enabled it to innovate new ideas andprocesses and make offerings at competitive prices to achieve growth plans.

The company plans to focus its R&D in design thinking and problem solving and inthe emerging areas such as Mobility by investment in developing prototype. CloudTechnologies Big Data Analytics Social Networking are also proposed to be covered.

However the R&D in the existing lines of business of the company will also becontinued to be focused.

As explained above the R&D is carried on by the company as part of ongoingbusiness activity and the expenditure thereof is considered as part of operatingexpenditure and hence cannot be shown separately.

iii. Foreign exchange earnings and outgo

The company had a foreign exchange earnings of Rs.106039805 and outgo of Rs.Nilduring the year.

Listing

The shares of your Company are listed in the BSE & NSE.

Code of conduct

The Company has adopted a uniform Code of Conduct for Directors Senior ManagementPersonnel and other Executive level officers to ensure proper ethical standards andfurther ensure due compliance to such established standards.

Subsidiaries

Particulars 2015 2014
Total revenue 13.19 135.73
Total expenses 46.39 245.90
Profit before tax (33.20) (105.96)
Provision for deferred tax (2.80) 0.25
Net loss carried to
(30.40) (106.22)
Balance Sheet

The subsidiaries of the company are in the same line of business as that of the holdingcompany.

Your company has resolved to utilise the general exemption granted by the Ministry ofCorporate Affairs Government of India vide its General Circular No. 2/2011 dt. 8thFebruary 2011 from attaching the Balance Sheet Profit and Loss Account Directors’Report and Auditors’ Report and other related documents of the subsidiary companiesand accordingly the said documents of the subsidiary companies of your company are notattached to the Balance Sheet of your company. However requirements which your company isrequired to meet under the said circular will be complied with. Your company undertakesthat the annual accounts and the related detailed information of your company’ssubsidiary companies will be made available to the shareholders of the company and itssubsidiaries who seek such information at any point of time. The annual accounts ofsubsidiary companies will also be kept open for inspection by any shareholders at theRegistered Office of your company and of the subsidiary companies. The company shallfurnish a hard copy of accounts of the subsidiaries to any shareholders on demand. Thefinancial performance of subsidiaries is set out as Annexure G to this repoet.

Statement concerning development and implementation of risk management

The Company has comprehensive risk assessment and minimization procedure which arereviewed by the Board.

The Company identifies risks and control systems to mitigate them are in place. In theopinion of the Board at present there are no risks which may threaten the existence ofthe Company.

Related Party Transactions

During the financial year 2014-15 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arms’ length basis and in accordance with the provisions ofthe Companies Act 2013

Rules issued thereunder and Clause 49 of the Listing Agreement. During the financialyear 2014-15 there were no transactions with related parties which qualify as materialtransactions under the Listing Agreement.

The details of the related party transactions as required under Accounting Standard -18 are set out in Point 19 of the notes to the standalone financial statements formingpart of this Annual Report. The Form AOC-2 pursuant to Section 134 (3)(h) of the CompaniesAct 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 is set out as AnnexureD to this Report.

Particulars of loans guarantees or investments made under section 186 of the companiesact 2013

Details of loan outstanding

The company has given trade advances to its associate companies M/s. Acropetal Inc andM/s. Binary Spectrum Softech Private Limited. The loan amount outstanding as of 31st March2015 against these companies are Rs. 14.47 lakhs and Rs. 476.95 lakhs respectively.

Guarantees

The company has given corporate guarantee to UPS Capital Business Credit for the loan(outstanding amount as of 31st March 2015 – Rs. 4155.39 lakhs) availed by its whollyowned subsidiary M/s. Vision Info Inc.

The company has also provided a corporate guarantee to ICICI Bank for the loan(outstanding amount as of 31st March 2015 is Rs. 267.50 lakhs) availed by its wholly ownedsubsidiary M/s. Mindriver Information Technologies Private Limited.

Investments

Subsidiaries: Rs in lakhs
Vision Info Inc 1.36
AcropetalInc 5622.79
Mindriver Information Technologies
950.43
Private Limited
Kinfotech Private Limited 480.00
Associate companies:
Binary Spectrum Softech Private Limited 420.00

Total investments made by the company as of 31st March 2015 are as follows:

Particulars of contracts or arrangements made with related parties

All the related party transactions are entered on arm’s length basis and in theordinary course of business and are in compliance with the applicable provisions of theCompanies Act 2013 and the listing agreement.

The details of the transactions with related parties are provided in the Notes to thefinancial statements

Adequacy of internal financial controls with reference to financial statements

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weakness in the design or operation were observed.

The details of directors or key managerial personnel who were appointed or haveresigned during the year

There are no appointments or resignations of directors or Key Managerial Personnelduring the year.

Mr. Vijayendra R Company Secretary of the Company has resigned with effect from 26thJune 2015.

Vigil Mechanism

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013 andClause 49 of the Listing Agreement. The policy provides for a framework and processwhereby concerns can be raised by its employees against any kind of discriminationharassment victimization or any other unfair practice being adopted against them. Moredetails on the vigil mechanism and the Whistle Blower Policy of your Company have beenoutlined in the Corporate Governance Report which forms part of this report.

The names of companies which have become or ceased to be its subsidiaries jointventures or associate companies during the year

During the year no company has become or ceased to be a subsidiary or joint venture orassociate company of Company.

Reporting Under Sexual Harrasement Of Women At Workplace (Prevention Prohibition AndRedressal) Act 2013

The Company has in place Sexual Harassment Policy in line with the requirements of theSexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013. Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. Number of complaints of sexual harassment received in theyear is Nil.

Acknowledgements

Your Directors express their gratitude for the support and co-operation extended byGovernment Authorities Bankers Shareholders Investors Customers and Vendors.

Your directors place on record their sincere appreciation for the continuous supportand sustained efforts put in by the employees of the company at all levels through theirhard work sense of belonging and dedication.

For and on behalf of the Board of Directors

Ravi Kumar D

Chairman and Managing Director

Date: 16th September 2015

Place: Bangalore

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