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Avonmore Capital & Management Services Ltd.

BSE: 511589 Sector: Financials
NSE: N.A. ISIN Code: INE323B01016
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OPEN 13.00
PREVIOUS CLOSE 12.97
VOLUME 601
52-Week high 15.95
52-Week low 7.25
P/E 5.36
Mkt Cap.(Rs cr) 30.34
Buy Price 12.50
Buy Qty 100.00
Sell Price 13.00
Sell Qty 100.00
OPEN 13.00
CLOSE 12.97
VOLUME 601
52-Week high 15.95
52-Week low 7.25
P/E 5.36
Mkt Cap.(Rs cr) 30.34
Buy Price 12.50
Buy Qty 100.00
Sell Price 13.00
Sell Qty 100.00

Avonmore Capital & Management Services Ltd. (AVONMORECAPITAL) - Director Report

Company director report

To the Members

The Board of Directors of your Company have pleasure in presenting the 23rd AnnualReport of the Company along with the Audited statement of accounts and the Auditor’sReport for the year ended 31st March 2015.

FINANCIAL RESULTS

Financial Results of the Company for the year under review are summarized as under :

Particulars (Rs. in Lacs)
Year ended 31.03.2015 Year ended 31.03.2014
Gross Income 461.00 64.32
Profit before Interest Depreciation & Tax 387.92 13.45
Less / (Add) : Prior Period Items expenses / (income) 0.04 0.23
Less : Interest 28.46
Less : Provision / (Reversal of Depreciation) 0.09 0.02
Less : Provisions for Taxes 16.93 (3.48)
Net Profit after Tax 342.40 16.68

BUSINESS REVIEW/STATE OF THE COMPANY’S AFFAIRS

Total revenues for the year ended March 31 2015 amounted to Rs 461 Lacs as comparedto Rs. 64.32 Lacs in the previous year. Profit before interest and depreciation for thefinancial year 2014-15 is amounted to Rs. 387.92 Lacs as against Rs. 13.45 Lacs in thelast year. The Profit for the financial year 2014-15 is Rs. 342.40 Lacs as against theprofit of Rs. 16.68 Lacs in the previous financial year.

Statement on Financial Conditions and Results of Operations of the Company describingthe Company’s objectives expectations or predictions are given in ManagementDiscussion and Analysis Report attached to this Board Report.

RBI GUIDELINES

The Company is registered with the Reserve Bank of India as a NBFC within theprovisions of the NBFC (Reserve Bank of India) Directions 1998. The Company continues tocomply with all the requirements prescribed by the Reserve Bank of India as applicable toit.

DIVIDEND

The Board of Directors do not recommend any dividend on the Equity Shares of theCompany for the current financial year due to conservation of Profits.

RESERVES

Our Company has in accordance with the provisions of Section 45–IC of the ReserveBank of India (RBI) Act 1934 created a Reserve Fund and during the year under review theCompany has transferred an amount of Rs. 6848058 out of the profits of the year to thesaid Reserve Fund.

CHANGE IN SHARE CAPITAL

During the year under report your Company raised the Authorized Capital of the Companyto Rs. 300000000/- consisting of 30000000 Equity Shares of Rs 10/- each.

During the Year under report 3000000 Equity Shares of Rs. 10/- each were issued bythe Company thereby raising the Paid-up Capital at Rs. 249217131/-

PUBLIC DEPOSITS

Your Company had neither accepted any Public Deposits during the year nor the Companyhas any plan to accept any deposits from the public.

SUBSIDIARY AND ASSOCIATE COMPANIES

As on March 31 2015 your Company has the following entities as its subsidiaries andAssociates :

a. Almondz Infosystem Private Limited

b. Almondz Insurance Brokers Private Limited

c. Almondz Re-Insurance Brokers Private Limited (Step-down Subsidiary)

d. Express Infra Financial Consultancy Private Limited

e. Latitude 23 Communications Limited

f. Apricot Infosoft Private Limited

g. Shivsathi Niketan Limited

h. Avonmore Developers Private Limited

i. Anemone Holdings Private Limited

j Glow Apparels Private Limited

k Almondz Global Securities Limited (Associate)

l Yug Infrastructures Private Limited (Associate)

During the period under report Almondz Global Securities Limited and Red SolutionsPrivate Limited have also became the subsidiaries of your Company w.e.f 01.04-2015 and17.07.2015 respectively.

Pursuant to Sub-section (3) of Section 129 of the Act the statement containing thesalient feature of the financial statement of a company’s subsidiary or subsidiariesassociate company or companies in the prescribed format AOC-1 is attached with the BalanceSheet of the Company for the financial year ended March 31 2015.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 and 50 of the Listing Agreement and Section 129(3) of theCompanies Act 2013 your Company has prepared Consolidated Financial Statements as perthe Accounting Standards applicable to the Consolidated Financial Statements issued by theInstitute of Chartered Accountants of India. Audited Consolidated Financial Statementsalong with the Auditors’ Report are annexed with this Report. The said FinancialStatements are also available on the website of the Company www.avonmorecapital.in

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report covering matters listed in Clause 49 ofthe Listing Agreement for the year under review is given as a separate statementelsewhere in the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the Management of the Company underwent the followingchanges :

• Mr. Sanjay Grover Non-Executive Independent Director of the Company resignedfrom the directorship of the Company w.e.f. 26.05.2014. The Board of Directors placed onrecord their appreciation for the valuable services and guidance provided by him duringhis tenure as Director of the Company.

• Ms. Ashu Gupta was appointed as an Additional Director of the Company w.e.f. 20March 2015. Her tenure is expiring at the ensuing Annual General Meeting of the Company.She has expressed her willingness to accept the office as the Director of the Company andoffer herself for re-appointment at the forthcoming Annual General Meeting of the Company.

• In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Govind Prasad Agrawal is liable to retire by rotation atthe ensuing Annual General Meeting of your Company and being eligible have offered himselffor his appointment. Your Board recommends his re-appointment.

• Ms. Reema Sachdeva stepped down as the Company Secretary with effect fromSeptember 30 2014 and Mr. Kunal Madaan was appointed as the Company Secretary and a KMPwith effect from December 5 2014.

Pursuant to sub-section (6) of Section 149 of the Companies Act 2013 a declaration byIndependent Director(s) that they meet the criteria of Independence as provided in Section149(6) of the Companies Act 2013 is received and taken on record.

An independent director shall hold office for a term up to five consecutive years onthe Board of the Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoard’s report.

LISTING

The Company is listed with Bombay Stock Exchange Limited and Delhi Stock ExchangeLimited.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s N. Gupta & Associates Company Secretaries to undertake theSecretarial Audit of the Company for the financial year ended March 31 2015 TheSecreterial Audit report in the prescribed Form No MR-3 is annexed as Annexure-1.

There are no qualifications reservations or adverse remarks or disclaimers made by M/sN. Gupta & Associates Company Secretaries in their audit report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that :

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down 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 provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORT

M/s H.K.Chhabra & Co. Chartered Accountants Statutory Auditors of the Companywill retire at the conclusion of the forthcoming Annual General Meeting is recommended forreappointment of the Company’s Auditors for a period of 5 years from the conclusionof ensuing annual general meeting till the conclusion of Annual General Meeting of theCompany to be held in year 2020 subject to ratification every year. The Company hasreceived a certificate from the above Auditors to the effect that if they are reappointedit would be in accordance with the provisions of Section 141 of the Companies Act 2013

Further the report of the Statutory Auditors alongwith notes to Schedules is enclosedto this report. The Auditors’ Report is self-explanatory and therefore do not callfor any further comments.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(3)(m) of the Companies Act 2013 and the rules madethere under relating to conservation of energy technology absorption do not apply to yourcompany as it is not a manufacturing Company.

However your Company has been increasingly using information technology in itsoperations and promotes conservation of resources.

There was no foreign exchange inflow or Outflow during the year under review.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Noemployee have drawn remuneration in excess of the limits set out in the said rules.

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 Personal) Rules 2014 are provided in Annexure - 2.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Auditors of theCompany regarding the compliance with conditions of Corporate Governance as also theManagement Discussion and Analysis Report as stipulated under Clause 49 of the ListingAgreement is annexed to this Report.

Further as required under Clause 49 of the Listing Agreement a certificate dulysigned by the Managing Director and Chief Financial Officer on the Financial Statements ofthe Company for the year ended March 31 2015 was submitted to the Board of Directors attheir meeting held on May 29 2015. The certificate is attached to the Report on CorporateGovernance.

GROUP COMING WITHIN THE DEFINITION OF GROUPS DEFINED IN THE MONOPOLIES AND RESTRICTIVETRADE PRACTICES ACT 1969 (54 of 1969)

The following persons constitute the Group coming within the definition of group asdefined in the Monopolies and Restrictive Trade Practices Act 1969 (54 of 1969) :

Mr. Navjeet Singh Sobti

Ms. Gurpreet N S Sobti

Innovative Money Matters Private Limited

Almondz Global Securities Limited

Or any other Company firm or trust promoted or controlled by the above. The abovedisclosure has been made; inter alia for the purpose of Regulation 10(1)(a)(ii) of theSecurities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations 2011.

MEETINGS OF THE BOARD

During the year 6(six) meetings of the Board of Directors were held i.e. 28th May2014; 14th August 2014; 14th November 2014 13th February 2015 20th February 2015 and30th March 2015. For further details please refer report on Corporate Governance formingpart of Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of three Independent Directors and one Non-ExecutiveDirector viz. Mr. Ajay Kumar (Chairman) Mr. Govind Prasad Agrawal Mr. Shyam Sunder LalGupta and Mr. Chand Krishan Tikku as members.

All the recommendations made by the Audit Committee were accepted by the Board.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

Since there was no unpaid / unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.

EXTRACTS OF ANNUAL RETURN

An extract of Annual Return as prescribed under Section 92(3) of the Companies Act2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration)Rules 2014 in the prescribed Form No. MGT 9 is attached as Annexure - 3.

INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of theCompany which have occurred between March 31 2015 and August 14 2015 being the date ofthis report.

RELATED PARTY TRANSACTIONS

The Company has adopted Framework on Related party Transactions for the purpose ofidentification and monitoring of such Transactions.

Details of Material Contracts and arrangements or transactions with related party on anarm’s length basis with respect to transactions covered under Section 188 (1) of theAct in the prescribed Form No. AOC-2 is attached in Annexure-4 Further details ofRelated Party transactions as required to be disclosed by Accounting Standard-18 on"Related Party Disclosures" specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules 2014 are given in the Notes to the FinancialStatements.

During the year the Company has not entered into any transactions with Related Partieswhich are not on an arm’s Length Basis and which require disclosure in this report interms of the provisions of Section 188(1) of the Act.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

A Risk Management Policy for the Company has been adopted by the Board. The Companymanages risk through a detailed Risk Management Policy framework which lays downguidelines in identifying assessing and managing risks that the businesses are exposedto. Risk is managed by the Board/Risk Management Committee of the Board throughappropriate structures that are in place at your Company including suitable reportingmechanisms.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibilityinitiative under the provisions of Section 135 of the Companies Act 2013 read with Rule9 of Companies (Corporate Social Responsibility Policy) Rules 2014 as the saidprovisions are not applicable.

PARTCULARS OF LOANS GUARANTEE OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

The provisions of Section 186 of the Act pertaining to investment and lendingactivities is not applicable to the Company since the Company is an NBFC whose principalbusiness is acquisition of securities.

Details of guarantees and/or security in connection with loans to other BodiesCorporate or persons as covered under the provisions of Section 186 of the Act are givenin the Standalone Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under report there are no significant or material orders passed by anyregulator court or tribunal impacting the going concern status and Company’soperations in future.

EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and revised Clause 49 of theListing Agreements with Stock Exchanges the Board has carried out an annual performanceevaluation of its own performance the individual director’s performance includingChairman and independent directors as well as an evaluation of the working of all BoardCommittees.

The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report. In compliance with the provisions of the Companies Act 2013and revised Clause 49 of the Listing Agreement with the Stock Exchanges the IndependentDirectors held a meeting on March 30 2015 and :

• Reviewed the performance of non-independent directors and the Board as a whole

• Reviewed the performance of the Chairperson of the Company

• Assessed the quality quantity and timeliness of flow of information between theCompany’s management and the Board which is necessary for the Board to effectivelyand reasonably perform their duties

Necessary implementations of their suggestions have been initiated.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 readwith clause 49 of the Listing Agreement The Company has established a Vigil Mechanism forits Directors and employees to report their genuine concerns or grievances actual orsuspected fraud or violation of the Codes of Conduct or policy. The said mechanismencompasses the Whistle Blower Policy and provides for adequate safeguards againstvictimization of persons who use such mechanism. It also provides direct access to theChairman of the Audit Committee.

The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.avonmorecapital.in under whistle blower Policy link.

INTERNAL CONTROL SYSTEMS

ACMS’s Internal control systems is designed to ensure operational efficiencyaccuracy and promptness in financial reporting and compliance with Laws and regulations.The internal control system is supported by an internal audit process for reviewing theadequacy and efficiency of the internal controls including its systems and processes andcompliance with regulations and procedures. Internal Audit Reports are discussed with themanagement and are reviewed by the Audit Committee of the Board which also reviews theadequacy and effectiveness of the internal controls. ACMS’s internal control systemis commensurate with its size nature and operations.

NOMINATION AND REMUNERATION POLICY

In Accordance with the provisions of Section 178 of the Companies Act 2013 the Boardof Directors have adopted a Policy on Directors appointment and remuneration includingthe criteria for determining qualification positive attributes independence of a Directorand other matters. The Remuneration policy for directors Key Managerial Personnel and allother employees is aligned to the philosophy on the commitment of fostering a culture ofleadership with trust. The Remuneration policy aims to ensure that the level andcomposition of the remuneration of Directors Key Managerial Personnel and all otheremployees is reasonable and sufficient to attract retain and motivate them tosuccessfully run the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation andassistance received from shareholders bankers regulatory bodies and other businessconstituents during the year under review. Your Directors also wish to place on recordtheir appreciation for the commitment displayed by all the employees for their commitmentcommendable efforts team work and professionalism in the performance of the Companyduring the year.

For and on behalf of the Board of Directors
Avonmore Capital & Management Services Limited
Govind Prasad Agrawal Ashok Kumar Gupta
Director Managing Director
(DIN : 00008429) (DIN : 02590928)
New Delhi
14th August 2015

Annexure - 1

Form No. MR - 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015

(Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of theCompanies (Appointment and Remuneration Personnel) Rules 2014)

To

The Members

Avonmore Capital & Management Services Limited (CIN: L67190DL1991PLC045857)

Regd. Office: F-33/3 Okhla Industrial Area

Phase-II New Delhi-110 020

I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Avonmore Capital &Management Services Limited (hereinafter called the Company). Secretarial Audit wasconducted in a manner that provided me a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of Secretarial Audit I hereby report that in my opinion the Company has duringthe audit period covering the Financial year ended on 31st March 2015 (‘AuditPeriod’) complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter :

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of :

(i) The Companies Act 1956 (wherever applicable)/ Companies Act 2013 (the Act) andthe rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) to the extent applicable`:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

(vi) Other applicable Laws namely :

(a) Reserve Bank of India Act 1934

(b) Employees Provident Fund and Miscellaneous Provisions Act 1952 and Employees StateInsurance Act 1948 and Scheme thereunder;

(c) Service Tax Rules;

(d) Income Tax Act 1961 and Income Tax Rules 1962;

(e) Indian Stamp Act 1899

I have also examined compliance with the applicable clauses of the following :

(i) Secretarial Standards issued by The Institute of Company Secretaries of India

(Not applicable to the Company during the audit period ending 31st March 2015)

(ii) The Listing Agreement entered into by the Company with Delhi Stock Exchange andBombay Stock Exchange.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Notice is given to all directors to schedule the Board Meetings in advance agenda anddetailed notes on agenda were sent in advance and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.

Majority decisions are carried through and there was no dissent raised by any member ofthe Board.

Based on the compliance mechanism established by the company and on the basis ofStatutory Compliance Certificate(s) issued by the officials of the Company and taken onrecord by the Board of Directors at the meeting(s) we are of the opinion that themanagement has adequate systems and processes in the company commensurate with the sizeand operations of the company to monitor and ensure compliance with applicable lawsrules regulations and guidelines.

I further report that during the audit period the Company :

The Company has obtained approval from Board of Directors under section 186 of the Actby way of unanimous Board resolution to give loan guarantee security and make investmentin its wholly owned subsidiary.

(Neha Gupta)
Company Secretary in Practice
Place : New Delhi ACS No. : 30152
Date : 14.08.2015 CP No.: 11264

Note : This Report is to be read with our letter of even date which is annexed asAnnexure A and forms integral part of this Report.

Annexure - A

The Members

Avonmore Capital & Management Services Limited

(CIN: L67190DL1991PLC045857)

Regd. Office: F-33/3 Okhla Industrial Area

Phase-II New Delhi-110 020

My Report of even date is to be read along with this letter .

1. Maintenance of secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required I have obtained the management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. My examination was limitedto the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe company nor of the efficiency or effectiveness with which the management has conductedthe affairs of the company.

(Neha Gupta)
Company Secretary in Practice
Place : New Delhi ACS No. : 30152
Date : 14.08.2015 CP No.: 11264

Annexure - 2

The ratio of the remuneration of each director to the median employee’sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 :

Sr. No. Requirement Disclosure
I The ratio of the remuneration of each director to the median remuneration of the employees for the financial year The ratio of the remuneration of each director to the median remuneration of the employees for the financial is 6.54 times
II The percentage increase in remuneration of each director CFO CEO CS in the financial year During the year under review there was 21% increase in remuneration of Managing Director
III The percentage increase in the median remuneration of employees in the financial year NIL
IV The number of permanent employees on the rolls of the Company The Company had 5 employees on the rolls as on March 31 2015
V The explanation on the relationship between average increase in remuneration and Company performance The Company’s PAT has grown from Rs. 16.67 Lakhs to Rs. 342.40 Lakhs against which the average increase in remuneration is 8% and this increase is in line with the policy of Company. The hike was in consonance with the wage hike given by the industry
VI Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company For the FY 2014-15 KMPs were paid approx 5.89% of the standalone profit after tax for the year
VII Variations in the market capitalization of the Company The market capitalisation as on March 31 2015 was Rs. 3152.79 Lacs (Rs. 3935.12 Lacs as on March 31 2014)
Price earnings ratio as at the closing date of the current FY and previous FY Price Earnings ratio of the Company was Rs. 8.90 as at March 312015 and was Rs. 154.17 as at March 31 2014
Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer The Company’s stock price as at March 31 2015 has decreased by approximately 67.52% to ‘Rs. 12.99 per share having face value of ‘Rs. 10/- each over the last public offering i.e. IPO in May 1996 at the price of ‘Rs. 40/- per share with face value of‘ 10/- each
VIII Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration Average increase in Managerial Remuneration is 9.5% for employees other than Key Managerial Personnel and 7% for Managerial Personnel (KMP and Senior Management)

 

IX Comparison of the each remuneration of the Key Managing Director - 4.76%
Managerial Personnel against the performance of the CS - 0.53%
Company CFO - 0.60%

 

X The key parameters for any variable component of remuneration availed by the directors. The broad factors and guidelines considered for the variable remuneration of directors are :
(a) Annual Performance Review of the Directors; and
(b) Financial outcomes and profitability of the Company and the group
XI The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year Not Applicable
XII Affirmation that the remuneration is as per the remuneration policy of the Company It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

Annexure - 3

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company

(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS :

1. CIN L67190DL1991PLC045857
2. Registration Date 30/09/1991
3. Name of the Company Avonmore Capital & Management Services Limited
4. Category / Sub-category of the Company Company Limited by Shares / Indian Non-Government Company
5. Address of the Registered office & contact details F-33/3 Okhla Industrial Area Phase-II New Delhi-110 020 Tel : +91 11 26385056 E-mail : delhi@almondz.com
6. Whether listed company Yes
7. Name Address & contact details of the Registrar & Transfer Agent if any. M/s Beetal Financial & Computer Services (P) Limited
"Beetal House" 3rd Floor 99 Madangir
Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi – 110 062
Tel : +91 11 29961 281-82
Fax : 011-29961280/84
E-mail : beetal@rediffmail.com; beetalrta@gmail.com
Website : www.beetalfinancial.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10% or more of the total turnover of thecompany shall be stated)

S. No. Name and Description of main products / services NIC Code of the Product / service % to total turnover of the company
1 Shares Trading 66120 66190 31.20
2 Investment Income 67120 65999 68.60

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

S. No. Name and Address of the Company CIN / GLN Holding / Subsidiary / Associate % of shares held Applicable Section
1. Almondz Infosystem Private Limited U72200DL2012PTC246813 Subsidiary 100.00 2(87)
2. Almondz Global Securities Limited L74899DL1994PLC059839 Associate 49.99 2(6)
3. Express Infra Financial Consultancy Private Limited U74140DL2009PTC192940 Subsidiary 100.00 2(87
4. Latitude 23 Communications Limited U72900DL2005PLC141221 Subsidiary 100.00 2(87)
5. Yug Infrastructures Private Limited U70102DL2013PTC257417 Associate 50.00 2(6)
6. Apricot Infosoft Private Limited U72900DL2014PTC266689 Subsidiary 100.00 2(87)
7. Avonmore Developers Private Limited U70200DL2013PTC253548 Subsidiary 100.00 2(87)
8. Anemone Holdings Private Limited U67190DL2014PTC268993 Subsidiary 100.00 2(87)
9. Glow Apparels Private Limited U18109DL2012PTC230469 Subsidiary 100.00 2(87)
10. Almondz Insurance Brokers Private Limited U74999DL2003PTC119593 Subsidiary 51.00 2(87)
11. Almondz ReInsurance Brokers Private Limited U66010DL2006PTC157026 Subsidiary (indirect) 51.00 2(87
12. Shivsathi Niketan Limited U74900WB2013PLC191733 Subsidiary 52.00 2(87)

IV. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity)

A. Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year (As on 31-March-2014) No. of Shares held at the end of the year (As on 31-March-2015) % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A) Promoters
1. Indian
a) Individual / HUF 3792549 0 3792549 17.83 0 0 0 0 (-) 17.83
b) Central Govt 0 0 0 0 0 0 0 0 0
c) State Govt(s) 0 0 0 0 0 0 0 0 0
d) Bodies Corp. 2796702 2000000 4796702 22.55 8589251 0 8589251 35.39 (+)12.84
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any other 5000 0 5000 0.02 5000 0 5000 0.02 0
Sub-total (A) (1) : 6594251 2000000 8594251 40.40 8594251 0 8594251 35.41 (-) 4.99
2. Foreign
a) NRIs - Individuals 0 0 0 0 0 0 0 0 0
b) Other-Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp. 0 0 0 0 0 0 0 0 0
d) Banks / FI 0 0 0 0 0 0 0 0 0
e) Any other 0 0 0 0 0 0 0 0 0
Sub-total (A) (2) : 0 0 0 0 0 0 0 0 0
Total shareholding of Promoter (A) = (A) (1) + (a) (2) 6594251 2000000 8594251 40.40 8594251 0 8594251 35.41 (-) 4.99
B. Public Shareholding
1. Institutions
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks /`FI 0 2600 2600 0.01 0 2600 2600 0.01 0
c) Central Govt 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FIIs 0 0 0 0 0 0 0 0 0
h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total (B) (1) : 0 2600 2600 0.01 0 2600 2600 0.01 0
2. Non-Institutions
a) Bodies Corp.
i) Indian 3064756 5752800 8817556 41.45 13214729 6900 13221629 54.48 (+)13.03
ii) Overseas 0 0 0 0 0 0 0 0 0

A) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year
(As on 31-March-2014) (As on 31-March-2015) % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 589962 173814 763776 3.59 537492 172516 710008 2.93 (-) 0.66
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 2880442 51600 2932042 13.78 1576167 21600 1597767 6.58 (-) 7.2
c) Others (specify)
Non Resident Indians 21806 17500 39306 0.18 19649 47500 67149 0.28 (+)0.1
HUF 119319 0 119319 0.56 76528 0 76528 0.32 (-) 0.24
Clearing Members 2050 0 2050 0.01 968 0 968 0 (-) 0.01
Sub-total (B) (2) : 6678335 5995714 12674049 59.58 15425533 248516 15674049 64.58 (+) 5
Total Public Shareholding B) = (B) (1) + (B) (2) 6678335 5998314 12676649 59.60 15425533 251116 15676649 64.59 (+) 4.99
C . Shares held by Custodian for
GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 13272586 7998314 21270900 100 24019784 251116 24270900 1000 0

B) Shareholding of Promoters

S. No. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % Change in share- holding during the year
No. of Shares % of total Shares of the Company % of Shares Pledged / Encumbered of total Shares No. of Shares % of total Shares of the Company % of Shares Pledged / Encumbered of total Shares
1 Innovative Money Matters Private Limited 4796702 22.55 0 8589251 35.39 0 (+) 12.84
2 Gurpreet N.S. Sobti * 5000* 0.02 0 5000* 0.02 0 0
3 Navjeet Singh Sobti 3792549 17.83 0 0 0 0 (-) 17.83

* Gurpreet N.S Sobti who is holding 5000 shares is not promoter. Since she is wife ofMr. Navjeet Singh Sobti (Promoter) therefore included in promoter group.

C) Change in Promoter’s Shareholding

Sl. No. Name Shareholding Date Increase / Decrease in Share holding Reason Cumulative shareholding during the year (01-04-2014 to (31-03-2015)
No. of Shares at the beginning (01-04- 2014) end of the year (31-03-2015) % of total shares of the Company No. of Shares % of total shares of the Company
1. Innovative Money Matters Private Limited 4796702 19.7632 01-04-2014 4796702 19.7632
31-12-2014 3792549 Purchase 8589251 35.3891
8589251 35.3891 31-03-2015 8589251 35.3891
2. Gurpreet
N. S. Sobti 5000 0.0206 01-04-2014 N.A. N.A. 5000 0.0206
NIL Movement during the year
5000 0.0206 31-03-2015 N.A. N.A. 5000 0.0206
3. Navjeet Singh Sobti 3792549 17.83 01-04-2014 N.A. N.A. 3792549 17.83
N.A. N.A. 31-12-2014 (3792549) Inter se Transfer 0 0
0 0 31-03-2015 0 0 0 0

D) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs)

Sl. No. Name Shareholding Date Increase / Decrease in Share holding Reason Cumulative shareholding during the year (01-04-2014 to (31-03-2015)
No. of Shares at the beginning (01-04- 2014) end of the year (31-03-2015) % of total shares of the Company No. of Shares % of total shares of the Company
1. Veena Gases & Chemicals Private Limited 1524058 6.2794 01-04-2014 N.A. N.A. 1524058 6.2794
NIL Movement during the year
1524058 6.2794 31-03-2015 N.A. N.A. 1524058 6.2794
2. Dinkar Commercials Private Limited 0 0 01-04-2014 N.A. N.A. 0 0
05-09-2014 1500000 subsciption 1500000 6.1802
1500000 6.1802 31-03-2015 N.A. N.A. 1500000 6.1802
3. Amrendra Financial Private Limited 0 0 01-04-2014 N.A. N.A. 0 0
05-09-2014 1500000 Subscription 1500000 6.1802
1500000 6.1802 31-03-2015 N.A. N.A. 1500000 6.1802
4. Nishant Inbuild Limited 1000000 4.1202 01-04-2014 N.A. N.A. 1000000 4.1202
N.A. N.A. 30-09-2014 164004 Purchase 1164004 4.7959
1164004 N.A. 31-03-2015 N.A. N.A. 1164004 4.7959
5. Ramble Markets Private Limited 1010400 4.163 01-04-2014 N.A. N.A. 1010400 4.163
NIL Movement during the year
1010400 4.163 31-03-2015 N.A. N.A. 1010400 4.163
6. KKM Enterprises Private Limited 978244 4.0305 01-04-2014 N.A. N.A. 978244 4.0305
16-05-2014 3201 Acquisition 981445 4.0437
23-05-2014 5650 Acquisition 987095 4.067
06-06-2014 800 Acquisition 987895 4.0703
30-06-2014 651 Acquisition 988546 4.073
01-08-2014 845 Acquisition 989391 4.0764
08-08-2014 1025 Acquisition 990416 4.0807
15-08-2014 4010 Acquisition 994426 4.0972
12-09-2014 500 Transfer 993926 4.0951
19-09-2014 3939 Acquisition 997865 4.1114
30-09-2014 5000 Acquisition 1002865 4.132
31-10-2014 3000 Acquisition 1005865 4.1443
19-12-2014 10 Transfer 1005855 4.1443
20-03-2015 60 Acquisition 1005915 4.1445
31-03-2015 280 Acquisition 1006195 4.1457
1006195 4.1457 31-03-2015 N.A. N.A. 1006195 4.1457
7. Desire Retails Private Limited 1000000 4.1202 01-04-2014 N.A. N.A. 1000000 4.1202
NIL Movement during the year
1000000 4.1202 31-03-2015 N.A. N.A. 1000000 4.1202
8. Priti Mercantile Company Limited 1000000 4.1202 01-04-2014 N.A. N.A. 1000000 4.1202
NIL Movement during the year
1000000 4.1202 31-03-2015 N.A. N.A. 1000000 4.1202
9. Swift buildwell Private Limited 941434 3.8789 01-04-2014 N.A. N.A. 941434 3.8789
02-05-2014 3959 Acquisition 945393 3.8952
09-05-2014 500 Acquisition 945893 3.8972
16-05-2014 992 Acquisition 946885 3.9013
30-05-2014 100 Acquisition 946985 3.9017
06-06-2014 1000 Acquisition 947985 3.9059
30-06-2014 600 Acquisition 948585 3.9083
04-07-2014 5000 Acquisition 953585 3.9289
25-07-2014 498 Acquisition 954083 3.931
12-09-2014 510 Acquisition 954593 3.9331
954593 3.9331 31-03-2015 N.A. N.A. 954593 3.9331
10. Dilip Kumar Lakhi 536263 2.2095 01-04-2014 N.A. N.A. 536263 2.2095
NIL Movement during the year
536263 2.2095 31-03-2015 N.A. N.A. 536263 2.2095

E) Shareholding of Directors and Key Managerial Personnel

Sl. No. Name

Shareholding

Date Increase / Decrease in Share holding Reason

Cumulative shareholding during the year (01-04-2014 to (31-03-2015)

No. of Shares at the beginning (01-04- 2014) end of the year (31-03-2015) % of total shares of the Company No. of Shares % of total shares of the Company
1. Ashok Kumar Gupta 0 0 01-04-2014 N.A. N.A. 0 0
NIL Movement during the year
0 0 31-03-2015 N.A. N.A. 0 0
2. Ajay Kumar 0 0 01-04-2014 N.A. N.A. 0 0
NIL Movement during the year
0 0 31-03-2015 N.A. N.A. 0 0
3. Govind Prasad Agrawal 50000 0.235 01-04-2014 N.A. N.A. 50000 0.235
NIL Movement during the year
50000 0.206 31-03-2015 N.A. N.A. 50000 0.206
4. Shyam Sunder Lal Gupta 0 0 01-04-2014 N.A. N.A. 0 0
NIL Movement during the year
0 0 31-03-2015 N.A. N.A. 0 0
5. Chand Krishan Tikku 0 0 01-04-2014 N.A. N.A. 0 0
NIL Movement during the year
0 0 31-03-2015 N.A. N.A. 0 0
6. Ashu Gupta 0 0 01-04-2014 N.A. N.A. 0 0
NIL Movement during the year
0 0 31-03-2015 N.A. N.A. 0 0
7. Kunal Madaan 0 0 01-04-2014 N.A. N.A. 0 0
NIL Movement during the year
0 0 31-03-2015 N.A. N.A. 0 0
8. Shruti Aggarwal 0 0 01-04-2014 N.A. N.A. 0 0
NIL Movement during the year
0 0 31-03-2015 N.A. N.A. 0 0

V) INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due forpayment

(Amount in Indian Rupees)
Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 0 0 0
Change in Indebtedness during the financial year
* Addition 0 85588767 0 85588767
* Reduction 0 86568459 0 86568459
Net Change 0 (-) 979692 0 (-) 979692
Indebtedness at the end of the financial year
i) Principal Amount 0 0 0 0
ii) Interest due but not paid 0 979692 0 979692
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 0 979692 0 979692

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and / or Manager

(Amount in Indian Rupees)
S. No. Particulars of Remuneration Name of MD / WTD / Manager Total Amount
Ashok Kumar Gupta
1 Gross Salary 1630200/- 1630200/-
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 0 0
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 0 0
(c) Profits in lieu of salary under Section 17(3) Income-tax Act 1961 0 0
2 Stock Option 0 0
3 Sweat Equity 0 0
4 Commission - as % of profit - others specify… 0 0
5 Others please specify 0 0
Total (A) 1630200/- 1630200/-
Ceiling as per the Act *30 lacs P.A

B. Remuneration to other Directors

(Amount in Indian Rupees)

S. No. Particulars of Remuneration Name of Directors

Total Amount

Shyam Sunder Lal Gupta Chand Krishan Tikku Ajay Kumar Sanjay Grover * G..P. Agrawal Ashu Gupta **
1 Independent Directors
Fee for attending board / committee meetings 104000 98000 90000 0 0 0 292000
Commission 0 0 0 0 0 0 0
Others please specify 0 0 0 0 0 0 0
Total (1) 104000 98000 90000 0 0 0 292000
2 Other Non-Executive Directors
Fee for attending board / committee meetings 0 0 0 0 97000 0 97000
Commission 0 0 0 0 0 0 0
Others please specify 0 0 0 0 0 0 0
Total (2) 0 0 0 0 97000 0 97000
Total (B) = (1+2) 104000 98000 90000 0 97000 0 389000
Total Managerial Remuneration 1972600
Total remuneration to Managing Director and other Directors (being the total of A and B)
Overall Ceiling as per the Act Upto Rs. One Lac per Director for each meeting of Board / Committee

* Mr. Sanjay Grover ceased to be Director w.e.f. 26.05.2014.

** Ms. Ashu Gupta appointed as Director w.e.f. 20.03.2015.

C. Remuneraton to Key Managerial Personnel other than MD / MANAGER / WTD

S. No. Particulars of Remuneration Key Managerial Personnel
Reema Sachdeva* Kunal Madaan Shruti Aggarwal Total
(CS) (CS) ** (CFO)
1 Gross salary 90600 90968 204566 386134
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 0 0 0 0
(b) Value of perquisites under Section 17(2) of the Income-tax Act 1961 0 0 0 0
(c) Profits in lieu of salary under Section 17(3) of the Income-tax Act 1961 0 0 0 0
2 Stock Option 0 0 0 0
3 Sweat Equity 0 0 0 0
4 Commission
— as % of profit 0 0 0 0
others specify… 0 0 0 0
5 Others please specify 0 0 0 0
Total 90600 90968 204566 386134

* Ms. Reema Sachdeva ceased to be Company Secretary of the Company w.e.f. 30.09.2014.

** Mr. Kunal Madaan appointed as Company Secretary of the Company w.e.f. 05.12.2014.

VII PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES :

During the year 2014-15 there were no penalties / punishment / compounding of offencesunder Companies Act 2013.

Annexure - 4

FORM NO. AOC - 2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts / arrangements entered into by thecompany with related parties referred to in sub section (1) of Section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis– Not Applicable

2. Details of contracts or arrangements or transactions at Arm’s length basis.

(in. Rs.)
S. No. Name of the Related Party Nature of Relationship Nature of Contracts / arrangements / transactions Amount Duration of the Contracts / arrangements / tranactions Salient terms of the Amount contracts / arrangements / Transactions including the value if any if any paid as advances
1 Almondz Insurance Brokers Private Limited Subsidiary Dividend Income 27081000 NA Dividend for FY 2014-15
2 Express Infra Financial Consultancy Private Limited Subsidiary Investment in Equity Shares made during the year 7000000 Long Term Investment Total 700000 shares of Rs. 10/- each
Investment in Preference shares made during the year 100000000 Long Term Investment Total 1000000 shares of Rs. 100/- each
3 Glow Apparels Private Limited Subsidiary Loans and advances given during the year 16500000 Ongoing subject to repayment Loan given @ 9% P.M
Investment in equity shares made during the year 20000000 Long Term Investment Total 2000000 shares of Rs. 10/- each
Reimbursement of expenses received / paid during the year 202000 NA NA
Interest income 79644 For FY 2014-15 Interest income on Loan Given
4 Avonmore Developers Private Limited Subsidiary Loans and advances given during the year 500000 Ongoing subject to repayment Loan given @ 10% P.M
Investment in equity shares made during the year 15000000 Long Term Investment Total 1500000 shares of Rs. 10/- each
Interest income 23736 For FY 2014-15 Interest income on Loan Given
5 Yug Infrastructures Private Limited Associate Advances given during the year 4600000 Ongoing subject to repayment NA
Repayment of Unsecured Loan 7250000 NA NA
Sale of Investment during the year 15000000 NA Total 1500000 shares of Rs. 10/- each sold at Rs 10/- each

Note : Appropriate Approvals have been taken for related party transactions

For and on behalf of the Board of Directors
Ashok Kumar Gupta Govind Prasad Agrawal
New Delhi Managing Director Director
14th August 2015 (DIN : 02590928) (DIN : 00008429)

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