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Amrapali Capital and Finance Services Ltd.

BSE: 536737 Sector: Financials
NSE: N.A. ISIN Code: INE218P01018
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VOLUME 1200
52-Week high 48.00
52-Week low 22.00
P/E 49.24
Mkt Cap.(Rs cr) 31.78
Buy Price 0.00
Buy Qty 0.00
Sell Price 38.50
Sell Qty 1200.00
OPEN 32.50
CLOSE 35.50
VOLUME 1200
52-Week high 48.00
52-Week low 22.00
P/E 49.24
Mkt Cap.(Rs cr) 31.78
Buy Price 0.00
Buy Qty 0.00
Sell Price 38.50
Sell Qty 1200.00

Amrapali Capital and Finance Services Ltd. (AMRAPALICAPITAL) - Director Report

Company director report

To the Member(s)

The Directors have the pleasure of presenting the report of the business and operationsof your Company ('the Company' or 'ACFSL') with the Audited Financial Statements of theCompany for the year ended March 31 2016.

Financial Results

Particulars F.Y. 2015-16 F.Y. 2014-15
Revenue from Operations (149.53) 652.38
Other Income 664.70 598.80
Total Revenue 515.17 1251.18
Less: Total Expenses 241.15 1131.29
Operating Profits before Exception item Depreciation Interest and Tax 274.02 119.89
Less: Depreciation 34.95 45.68
Interest 137.85 85.65
Profit / (Loss) Before Tax and Exception item 101.22 (11.44)
Add : Exceptional Items - 28.45
Less: Current Tax 35.00 2.41
Add : Deferred Tax Asset/(Liability) (1.64) 8.07
Profit / (Loss) after Tax 64.58 22.68

Review of Business Operation

During the financial year 2015-16 the Total Revenue of the Company is stood at Rs.515.17 Lakh as compare to Rs. 1251.18 Lakh in the previous financial year 2014-15resulting in to reduction of 58.83% as against previous year.

The main reasons of decrease in the revenue is in the financial year 2015-16 theCompany has incurred loss of Rs. 173.59 Lakh in Share Trading in comparison to income ofRs. 998.45 Lakh in previous year due to adverse market conditions. However there wasincrease in other income of the Company form Rs. 598.80 lakh to Rs. 664.70 lakh i.e.increase of 11% over previous year.

Further during the financial year 2015-16 the total expenses have reduced from Rs.1131.29 lakh to Rs. 241.15 lakh i.e. reduction of 78.68% against previous year.

The Net Profit after Tax for the financial year stood at Rs. 64.58 Lakh in comparisonto that of Rs. 22.68 Lakh in previous year 2014-15 i.e. increase in profit by 184.74%against previous year.

Dividend

To conserve resources for future prospect and growth of the Company your Directorsregret to declare Dividend for the Financial Year 2015-16 (Previous year - Nil).

Amount transferred to reserve:

During the year the Company has not apportioned any amount to other reserve. Theprofit earned during the year has been added to carry forward credit balance of Profit andLoss account.

Change in Nature of Business:

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

The Board of the Company comprises of five Directors out of which one is PromoterExecutive Director one is Non-Promoter Non-Executive Director and rest of the Directorsis Non-Promoter Non-Executive Independent Directors. As on the date of this report theBoard comprises following Directors;

Name of Category Cum Date of Total

No. of Committee^

No. of
Director Designation Appointment at current Term & designation Directorship in which Director is Members in which Director is Chairman Shares held as on March 31 2016
Mr. Chirag Thakkar Managing Director (Promoter) January 13 2016 3 1 - 1402500 Equity Share
Ms. Bhumi Patel* Non-Executive Director March 18 2016 2 - - -
Mr. Shankar Bhagat Independent Director September 302014 6 5 6 -
Mr. Saurabh Shah Independent Director September 302014 1 1 - -
Mr. Alkesh Patel Independent Director March 23 2015 2 2 - -

A Committee includes Audit Committee and Shareholders' Grievances Committeeacross all Public Companies.

* Additional (Non-Executive) Director.

The composition of Board complies with the requirements of the Companies Act 2013("The Act"). Further in pursuance of Regulation 15(2) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Company is exempted from requirement of having composition of Board as per Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

Board Meetings:

Regular meetings of the Board are held at least once in a quarter. Additional Boardmeetings are convened to discuss and decide on various business policies strategies andother businesses.

During the year under review Board of Directors of the Company met 10 (Ten) times vizMay 30 2015 August 1 2015 August 17 2015 November 9 2015 December 8 2015 January5 2016 January 13 2016 March 4 2016 March 21 2016 and March 30 2016. The gapbetween two consecutive meetings was not more than one hundred and twenty days as providedin section 173 of the Act.

The details of attendance of each Director at the Board Meeting and Annual GeneralMeeting are given below;

Name of Director Mr. Chirag Thakkar Mr. Alkesh Patel Mr. Shankar Bhagat Mr. Saurabh Shah Ms. Bhumi Patel
No. of Board Meeting held 10 10 10 10 1
No. of Board Meeting attended 10 7 8 6 1
Presence at the previous AGM Yes Yes Yes Yes N.A.

The Independent Directors of the Company has met on March 30 2016 inter alia toevaluate the performance of Non-Independent Directors Board as a whole and performance ofChairman of the Company.

Independent Directors:

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has three Non-Promoter Independent Directors in line with the Companies Act 2013.A separate meeting of Independent Directors was held on March 30 2016 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board. The terms and conditions of appointmentof Independent Directors and Code for Independent Director are incorporated on the websiteof the Company at www.amrapali.com.

The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013.

Information on Directorate:

During the year under review the Board of Directors has re-appointed Mr. ChiragThakkar as Managing Director of the Company for a period of 5 year w.e.f. January 132016. In terms of Section 196 197 and other applicable provisions of the Companies Act2013 the re-appointment of Mr. Chirag Thakkar requires approval of members. The Board ofDirectors recommends his re-appointment for further period of 5 years and resolution tothat effect has been proposed in the Notice convening the 22nd Annual GeneralMeeting of Members of the Company.

Further in terms of Section 161 of the Companies Act 2013 the Board of Directors intheir Meeting held on March 21 2016 has appointed Ms. Bhumi Patel as a Non-ExecutiveDirector of the Company. In terms of provisions of Section 161 of the Companies Act 2013she is eligible to hold office as such up to the date of ensuing Annual General Meeting ofthe Company. The Board of Directors of the Company recommends her appointment on the Boardof the Company and resolution to that effect has been proposed in the Notice convening the22nd Annual General Meeting of Members of the Company.

Mr. Alkesh Patel who was appointed as an Independent Director of the Company to holdoffice up to the date of ensuing Annual General Meeting i.e. September 30 2016. In termsof Section 149 (10) Independent Director shall be eligible for re-appointment on passingof Special Resolution by the Company. The Board of Directors recommends his re-appointmenton the Board of the Company and resolution to that effect has been proposed for members'approval.

Further in accordance with the provisions of the Articles of Association and Section152 of the Companies Act 2013 Mr. Chirag Thakkar retires by rotation at the ensuingannual general meeting. He being eligible has offered himself for re-appointment as suchand seeks re-appointment. The Board of Directors recommends his appointment on the Board.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") ofthe person seeking appointment/ reappointment as Director are also provided in Note no. 23of Notice convening the annual general meeting.

None of the Director of the Company is serving as a Whole-Time Director in any ListedCompany and is holding position of Independent Director in more than 3 Listed Company andnone of the Director of the Company is holding position as Independent Director in morethan 7 Listed Company. Further none of the Directors of the Company is disqualified forbeing appointed as Director as specified in Section 164 (2) of the Companies Act 2013.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act 2013 the Company has ChiragThakkar who is acting as Managing Director of the Company.

During the year the Company has appointed Ms. Rushika Parekh as the Company Secretaryand Compliance officer of the Company and Mr. Baldev Patel as the Chief Financial Officerof the Company.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act.

> The performance of the board was evaluated by the board after seeking inputs fromall the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

> The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

> The board and the nomination and remuneration committee reviewed the performanceof the individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance ofnon-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

Directors' Responsibility Statement:

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) In preparation of annual accounts for the year ended March 31 2016 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors had prepared the annual accounts for the year ended March 31 2016 ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the act and listingregulations has formed various committees details of which are given hereunder.

A. Audit Committee:

The Company has formed audit committee in line with the provisions Section 177 of theCompanies Act 2013. The Audit Committee met 5 (Five) times during the financial year2015-16 on May 30 2015 August 17 2015 November 9 2015 January 5 2016 and March 302016.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Designation

Number of meetings during the financial year 2015 -16

Held Attended
Mr. Shankar Bhagat Chairman 5 5
Mr. Saurabh Shah Member 5 4
Mr. Alkesh Patel Member 5 4

The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Chief Financial Officer of the Company is a regular invitee at theMeeting.

Mr. Shankar Bhagat the Chairman of the Committee had attended last Annual GeneralMeeting of the Company held on September 15 2015.

Recommendations of Audit Committee have been accepted by the Board of wherever/whenevergiven.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company at www.amrapali.com.

B. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with theprovisions Section 178 of the Companies Act 2013. Nomination and Remuneration Committeemeetings are generally held for identifying the person who is qualified to becomeDirectors and may be appointed in senior management and recommending their appointmentsand removal. During the year under review Nomination and Remuneration Committee met 5(Five) times viz on August 17 2015 January 13 2016 March 4 2016 March 21 2016 andMarch 30 2016.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Designation

Number of meetings during the financial year 2015 -16

Held Attended
Mr. Shankar Bhagat Chairman 5 5
Mr. Saurabh Shah Member 5 4
Mr. Alkesh Patel Member 5 3

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances to its Managing Director and the Executive Directors.

Key points of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors Key Managerial Personnel and SeniorManagement Personnel:

> The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director Key ManagerialPersonnel and Senior Management personnel and recommend to the Board for his / herappointment.

> A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment.

> In case of appointment of Independent Director the Committee shall satisfy itselfwith regard to the independent nature of the Director vis-a-vis the Company so as toenable the Board to discharge its function and duties effectively.

b. Policy on remuneration of Director KMP and Senior Management Personnel:

The Company's remuneration policy is driven by the success and performance of DirectorKMP and Senior Management Personnel vis-a-vis the Company. The Company's philosophy is toalign them with adequate compensation so that the compensation is used as a strategic toolthat helps us to attract retain and motivate highly talented individuals who arecommitted to the core value of the Company. The Company follows mixed of fixed paybenefits and performance based variable pay. The Company pays remuneration by way ofsalary benefits perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company at www.amrapali.com.

Remuneration of Directors:

The details of remuneration/sitting fees paid to Managing Director of the Companyduring the financial year 2015-16 is provided in Form MGT-9 which is the part of thisreport.

C. Stakeholders' Grievances and Relationship Committee:

The Company has constituted Stakeholder's Grievance & Relationship Committee mainlyto focus on the redressal of Shareholders' / Investors' Grievances if any like Transfer/ Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of AnnualReport; Dividend Warrants; etc. During the year under review Stakeholder's Grievance& Relationship Committee met 4 (Four) times on May 30 2015 August 17 2015 November09 2015 and March 4 2016.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Designation

Number of meetings during the financial year 2015 -16

Held Attended
Mr. Saurabh Shah Chairman 4 2
Mr. Alkesh Patel Member 4 4
Mr. Chirag Thakkar Member 4 4

During the financial year 2015-16 the Company has not received any complaint frominvestor. Further there was no complaint pending for resolved at the end of financialyear 2015-16.

PUBLIC DEPOSIT:

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on March 31 2016.

SHARE CAPITAL:

The Paid up Equity Share Capital as at March 31 2016 stood at Rs. 977.86 Lakh. Duringthe year under review the Company has not issued any Share Capital.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement.

TRANSACTIONS WITH RELATED PARTIES:

During the financial year 2015-16 the Company has entered into few transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 which were inthe ordinary course of business and at arms' length basis although the Company has alsoentered into few transactions which were not on arms' length basis after obtaining therequisite approval of Board or Members as the case may be.

The details of the related party transactions as required under Accounting Standard -18 are set out in Notes to the financial statements.

Information on transactions with related parties pursuant to section 134 (3)(h) of theAct read with rule 8 (2) of the Companies (Accounts) Rules 2014 are given in Annexure- 1 in Form AOC-2 and the same forms part of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details on Internal Financial Control and their adequacy are provided in ManagementDiscussion and Analysis Report.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of financial year of the Company i.e. March 312016 to the date of this Report except the proceedings before the Hon'ble settlementcommission has got abated as per Section 245HA of the Income Tax Act 1961 in pursuance ofSettlement Commission order passed u/s 245D(4) of the Income Tax Act 1961 on May 31 2016and "Pending Search Case Assessments" pending u/s 153A of the Income Tax Act1961 for A.Y. 2007-08 to 2012-13 and "Regular Assessment" u/s 143(3) of theIncome Tax Act 1961 for A.Y. 2013-14 and A.Y. 2014-15.

DISCLOSURE OF REMUNERATION:

The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given asan Annexure - 2.

EXTRACT OF ANNUAL RETURN:

As provided under section 92(3) of the Act the extract of annual return is given in Annexure- 3 in the prescribed Form MGT-9 which forms part of this report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees nonretaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate.

During the year under review there were no incidences of sexual harassment reported.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company being engaged in the Service Industries the Company has not taken anymajor step to conserve the energy. Further the Company has not utilized alternate sourcesenergy except electricity.

In addition to that the Company is not manufacturing Company and therefore thequestion of technology absorption does not arise. Hence the details of conservation ofenergy technology absorption etc. as required under section 134(3)(m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is not applicable to the Company.

Further there was no foreign exchange earnings and outgo during the financial year2015-16 (Previous Year - Nil).

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport of Directors under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of the Listing Regulations is presented in a separate section formingpart of this Annual Report.

STATUTORY AUDITOR & THEIR REPORT:

Members of the Company in their last annual general meeting have appointed M/s.Dhiren Shah & Co. Chartered Accountants as the Statutory Auditors of the Company tohold office for a term five consecutive years subject to ratification of appointment atevery annual general meeting. However M/s. Dhiren Shah & Co. Chartered Accountantshave expressed their unwillingness to be re-appointed.

A special notice has been received under section 140(4)(i) of the Companies Act 2013from a member proposing appointment of M/s. Doshi Maru & Associates CharteredAccountants (FRN: 0112187W) as the statutory auditors of the company. Your Company hasreceived letter M/s. Doshi Maru & Associates Chartered Accountants expressing theirwillingness to be appointed and to the effect that their appointment if made would bewithin the prescribed limits under section 141(3)(g) of the Companies Act 2013 and thatthey are not disqualified for appointment. The matter will be placed for consideration ofmembers in Annual General Meeting.

The notes on Financial statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

SECRETARIAL AUDITOR & THEIR REPORT:

The Company has appointed Mr. Anand Lavingia Practicing Company Secretaries toconduct the secretarial audit of the Company for the financial year 2015-16 as requiredunder Section 204 of the Companies Act 2013 and Rules there under. The Secretarial AuditReport for the financial year 2015-16 is annexed to this report as an Annexure - 4.

The Secretarial Audit Report contains annotations for non-appointment of InternalAuditor. Your Directors state that the Company was in process to identify the InternalAuditor though Company has successfully implemented internal financial control and otherprocesses. However in the current financial year in order to have independent audit ofthe systems and processes of the Company and in line with the Companies Act 2013 theCompany has appointed one of the reputed Chartered Accountants firm as an Internal Auditorof the Company.

The Board has also appointed Mr. Anand Lavingia Practicing Company Secretary assecretarial auditor of the Company for financial year 2016-17.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review;

i. Details relating to deposits covered under Chapter V of the Act;

ii. Issue of Equity Shares with differential rights as to dividend voting orotherwise;

iii. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

iv. Annual Report and other compliances on Corporate Social Responsibility;

v. There is no revision in the Board Report or Financial Statement;

vi. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future;

vii. Information on subsidiary associate and joint venture companies.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

For and on behalf of Board of Directors
Amrapali Capital and Finance Services Limited
Chirag Thakkar Alkesh Patel
Place: Ahmedabad Managing Director Director
Date: September 5 2016 DIN 01993020 DIN 00189943

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