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BF Utilities Ltd.

BSE: 532430 Sector: Infrastructure
NSE: BFUTILITIE ISIN Code: INE243D01012
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OPEN 437.95
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VOLUME 45365
52-Week high 724.10
52-Week low 389.85
P/E 232.50
Mkt Cap.(Rs cr) 1611.09
Buy Price 427.80
Buy Qty 43.00
Sell Price 0.00
Sell Qty 0.00
OPEN 437.95
CLOSE 441.85
VOLUME 45365
52-Week high 724.10
52-Week low 389.85
P/E 232.50
Mkt Cap.(Rs cr) 1611.09
Buy Price 427.80
Buy Qty 43.00
Sell Price 0.00
Sell Qty 0.00

BF Utilities Ltd. (BFUTILITIE) - Director Report

Company director report

FOR THE YEAR ENDED 31st MARCH 2016 To

The Members

Your Directors have pleasure in presenting their Sixteenth Annual Report on thebusiness and operations of the Company together with Audited Statement of Accounts for theyear ended 31st March 2016. To fall in line with the provisions of theCompanies Act 2013 the Company has closed current financial year for a period from 1stOctober 2015 to 31st March 2016.

1. FINANCIAL PERFORMANCE :

(Rs. in Million)

Particulars Year ended 31st March 2016 Year ended 30th Sept. 2015
Total Income 52.50 192.75
Total Expenditure 59.83 190.22
Profit before taxation (7.33) 2.53
Exceptional Item : - 40.40
Sale of Investments
Provision for tax (including Deferred Tax) 2.77 2.33
Net Profit / (Loss) (10.10) 40.60
Adjustments relating tc earlier years : Excess provision for taxation and tax payments - 12.53
Balance of Profit/(Loss) from previous year 595.80 542.67
Add Profit for the year (10.10) 53.13
Balance available for appropriation 585.70 595.80
Appropriations : Nil NIL
Balance carried to Balance Sheet 585.70 595.80

2. SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March 2016 stood at Rs.188.33Million. During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity. As on 31stMarch 2016 none of the Directors of the Company hold instruments convertible into equityshares of the Company.

3. DIVIDEND

Your Directors do not recommend any dividend on the equity shares for the year ended 31stMarch 2016.

4. MANAGEMENT DISCUSSION AND ANALYSIS

A separate chapter on Management Discussion and Analysis is attached hereto and formspart of this report.

5. COMPANY PERFORMANCE

During the Financial Year under review your Company earned total income of Rs.5.25Crores (previous years Rs.19.27 Crores). The net Loss after tax is Rs.1.01 Crores(previous year's Profit of Rs.4.06 Crores). These numbers are not comparable since thecurrent financial year is for a period of six months.

6. OPERATIONS OF THE COMPANY

The operations at Wind Farm site were affected due to labour problems and some otherlocal issues. Despite such problems the Company was able to generate 5.78 Million (Net)Units of power.

7. HUMAN RESOURCES

As on 31st March 2016 the Company has 9 employees. The relations withCompany's employees are cordial.

8. CONCERNS AND THREATS

• The Company operates in a highly regulated environment. Any change in GovernmentPolicies will adversely affect the operations of the Company.

• The Company depends on the service provider for operations and maintenance ofWind Turbines. Certain litigations against the service providers are pending before thejudicial / quasi judicial authorities. Unfavourable outcome of these litigations willadversely affect our operations.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to ensure operational efficiency andaccuracy in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. The internalaudit is conducted by a Chartered Accountant in practice. The Audit Committee of the Boardreviews the Internal Audit process and the adequacy and effectiveness of internal auditand controls periodically.

10. CAUTIONARY STATEMENT

Statements in this Report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectations mayconstitute "forward looking statements" within the meaning of applicable lawsand regulations. Actual results might differ materially from those either expressed orimplied.

11 .SUBSIDIARY COMPANIES

Avichal Resources Private Limited has become a wholly owned subsidiary during the yearended 31st March 2016. With this the Company has four subsidiary companies ason 31st March 2016.

The details are given in Annexure 'I'

12. PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION134 OF THE COMPANIES ACT 2013 RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The details are given in Annexure 'II'

13. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT - 9 is annexedherewith as Annexure 'III' to this Report.

14. NUMBER OF MEETINGS OF THE BOARD

During the year under review three Board Meetings were convened and held. The detailsof which are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and the SecuritiesExchange Board of India (Listing Obligations & Disclosure Requirements) Regulations2015 hereinafter called "Regulations 2015".

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act 2013 in respectof Directors' Responsibility Statement your Directors' state that:

a) in the preparation of the Annual Financial Statements for the year ended 31stMarch 2016 the applicable accounting standards have been followed along with the properexplanation relating to material departures;

b) accounting policies as mentioned in Note - 1 to the Financial Statements have beenselected and applied consistently. Further judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2016 and of the profit of the Company for the yearended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

16. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and 'Regulations2015'.

17. COMPANY'S POLICY ON DIRECTORS' AND KMP'S APPOINTMENT AND REMUNERATION

Director's appointment and remuneration is done as per the policy for selection andappointment of Directors Key Managerial Personnel and Senior Management Personnel andtheir remuneration. The policy is appended as Annexure 'IV' to this Report

18. ACCOUNTS AND AUDIT

a. Statutory Auditors

The Board of Directors has recommended ratification of re-appointment of M/s. JoshiApte & Co. Chartered Accountant Pune (Firm Registration No.104370W) as StatutoryAuditors of the Company from the conclusion of ensuing Annual General Meeting (AGM) tillthe conclusion of next Annual General Meeting.

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. SVD & Associates Company Secretaries (Membership No. FCS 1321 CP No.965) to undertake the Secretarial Audit of the Company. The Report of the SecretarialAudit is annexed herewith as Annexure 'V' to this Report.

c. CONSOLIDATED ACCOUNTS

The Consolidated Accounts of the Company with its subsidiaries for the year ended 31stMarch 2016 are enclosed. The Auditors in their report have qualified the ConsolidatedAccounts. The Boards explanation to the same is enclosed below.

19. EXPLANATION ON COMMENTS ON STATUTORY AUDITORS' AND SECRETARIAL AUDITORS' REPORTS

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Joshi Apte & Co. Statutory Auditors in their Audit Report on standaloneaccounts. However they have qualified the Consolidated Accounts. M/s. SVD &Associates Practicing Company Secretary in their Secretarial Audit Report have madecertain qualifications. The auditor's qualifications and Boards explanation thereto aresummarized as under:

Auditors Qualifications Boards' explanation
A) Financial Audit -
Consolidated Financial Statements Basis of Qualified Opinion
1. As stated in Note No. 36 C Nandi Economic Corridor Enterprises Limited (NECE) has advanced an amount of Rs. 1227243251 (Rs. 1150454871 as at 31st March 2015) to Nandi Engineering Limited (NEL) for undertaking development of toll roads and townships and has given Inter-corporate deposits of Rs. 98422294 (Rs. 160793546 as at 31 March 2015) to NEL (including interest accrued but not due thereon of Rs. 11678748 (As at 31st March 2015 Rs. 10793546)) which remain outstanding at the balance sheet date of NECE. These have been considered as good and recoverable by the Management of NECE based on the future additional work expected to be contracted to NEL. In the absence of sufficient appropriate audit evidence to assess the recoverability of these advances and intercorporate deposits we are unable to form an opinion on the recoverability of the carrying value of these balances and consequent adjustment that may be required on the consolidated financial statements. This matter was also qualified in our report on the consolidated financial statements for the year ended 30th September 2015. Nandi Economic Corridor Enterprise Ltd (NECE) has advanced an amount of 1227243251 (Rs. 1150454871 as at 31st March 2015) to Nandi Engineering Limited (NEL) for undertaking development of toll roads and townships and has given Intercorporate deposits of Rs. 98422294 (Rs. 160793546 as at 31st March 2015) to NEL (including interest accrued but not due of Rs. 11678748 (as at 31st March 2015: Rs. 10793546)) which remain outstanding at the balance sheet date of NECE. These have been considered as good and recoverable in these financial statements by the Management of NECE based on the future additional work that is expected to be contracted to NEL once NECE receives / acquires the requisite land parcels.
Qualified Opinion
2. In our opinion and to the best of our information and according to the explanations given to us except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph the consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India
B) Secretarial Audit -
1. The Company has failed to file Consolidated financial results of the Company within 60 days of the close of the Financial year with the Stock Exchange as required under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Nandi Highway Developers Ltd. (NHDL) Nandi Infrastructure Corridor Enterprises Ltd. (NICE) and Nandi Economic Corridor Enterprises Ltd. (NECE) which are the subsidiaries of the Company were in the process of finalising their accounts for the financial year ended 31st March 2016 and hence they had not submitted the said audited financials to the Company within the stipulated time. However subsequently the
Company has prepared consolidated financials after the audited accounts of all the above mentioned subsidiaries were made available to the Company and filed with the Stock Exchanges.
2. The Company has not expended any amount for Corporate Social Responsibility activities as per Section 135 of the Act. The Corporate Social Responsibility (CSR) Committee is examining various areas especially on education for CSR spend. The amount will be spent as per CSR Committees recommendations.
3. Minutes of subsidiary companies are not placed before the Board Meeting of the Company as required under Regulation 24 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Will be placed before the Board in future.
4. The Company has failed to file Form CHG-1 for pledge of shares held in the subsidiary Company to Kotak Mahindra Bank as a security for loan availed by the subsidiary Company. Not required by the lender.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186

During the year the Company has purchased 100% shares of Avichal Resources PrivateLimited at a cost of Rs.6.50 Crores. The closing balances of investments which would becovered under Section 186 of the Companies Act 2013 are disclosed in the Schedule ofNon-Current Investments in the Financial Statements. The company has not granted any loansand issued corporate guarantees during the year.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013

Pursuant to the provisions of Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 the particulars of contracts or arrangementsentered into by the Company with Related Parties have been done at arm's length and are inthe ordinary course of business. Particulars are being provided in Form AOC - 2 inAnnexure 'VI' Related Party Disclosures as per AS -18 have been provided in to Note no.31to the Financial Statements.

22. STATE OF COMPANY'S AFFAIRS

Discussion on state of Company's affairs has been covered in the Management Discussionand Analysis.

23. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as partof the financial performance of the Company.

24. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATEOF REPORT

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of the report except as disclosedelsewhere in this report.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy and Technology Absorption

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are annexedherewith as Annexure 'VII' to this report.

26. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified are systematically addressedthrough mitigating actions on a continuing basis. These are discussed at the meetings ofthe Audit Committee and the Board of Directors of the Company.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Companies Act 2013. The details of the CSR Policy andinitiatives taken by the Company towards CSR during the year are annexed as Annexure'VIII' to this Report.

28. BOARD EVALUATION

Pursuant to provisions of the Companies Act 2013 Rules thereunder and 'Regulations2015' the Board has carried out evaluation of its own performance and that of itsCommittees and individual Directors.

29. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES ANDJOINT VENTURE COMPANIES:

The details are given in Annexure 'I'

30. CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in the nature of business during the Financial Year underreview.

31. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director Designation Term of appointment
Ms. A.A. Sathe * Independent Five consecutive years
Director commencing from 2nd March 2016 to 1st March 2021
Mr. A. B. Kalyani Director Re-appointed with effect from 2 nd March 2016 subject to retirement by rotation

* Appointed as Independent Directors in accordance with Section 149

152 and any other applicable provisions if any of Companies Act 2013 and theCompanies (Appointment and Qualification of Directors) Rules 2014 (including anystatutory modifications or re-enactment thereof for the time being in force) and'Regulations 2015'.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act 2013 and 'Regulations 2015'.

32. Employees designated as Key Managerial Personnel (KMP) during the year

NIL

33. Directors and KMP's resigned during the year

None of the Directors and KMPs resigned during the year ended 31st March2016.

34. Directors proposed to be re-appointed at the ensuing Annual General Meeting

Mr. B. N. Kalyani retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment.

The brief resumes and other details relating to Director who is proposed to bere-appointed as required to be disclosed under 'Regulations 2015' form part of the Notesand Statement setting out material facts annexed to the Notice of the Annual GeneralMeeting.

35. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Avichal Resources Private Limited has become a wholly owned subsidiary Company duringthe year consequent to purchase of 100% shareholding therein.

36. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER VOF THE COMPANIES ACT 2013

None.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has neither received nor is aware of any such order from Regulators Courtsor Tribunals during the year.

38. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has suitable internal control system comprising of proper checks andbalances policies and procedures. This includes code of conduct whistle blower policyMIS and internal audit mechanism.

The Audit Committee along with Management review the internal audit and internalcontrols on a regular basis.

39. COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee has been mentioned in the Corporate GovernanceReport annexed to this Report.

40. VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism.This has provided a mechanism for directors and employees of the Company and other personsdealing with the Company to report to the Chairman of the Audit Committee; any instance ofunethical behavior actual or suspected fraud or violation of the

Company's code of conduct. The aforesaid policy has also been uploaded on the Company'swebsite.

41. CASH FLOW

A Cash Flow Statement for the year ended 31st March 2016 is attached to theBalance Sheet.

42. CORPORATE GOVERNANCE

A report on the Corporate Governance along with the certificate of compliance from theAuditors forms part of the Annual Report.

43.OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

In terms of provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has formulated a Policy to preventSexual Harassment of Women at Workplace. During the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

44.ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the contribution madeand support provided to the Company by the shareholders employees and bankers during theyear under the report.

For and on behalf of the Board of Directors For BF Utilities Limited

B.B. Hattarki A.B. Kalyani
Pune Director Director
6th August 2016 DIN:00145710 DIN:00089430

ANNEXURE I TO THE DIRECTORS' REPORT

SUBSIDIARY COMPANIES

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES FOR THE YEAR 1st APRIL 2015 TO 31st MARCH 2016 :

Name and Registered % Holding Particulars Amount
Office of the Subsidiary Company (Rs. in lakhs)
Nandi Infrastructure Corridor 74.52 Total Income 79.76
Enterprises Limited Total Expenditure 55.41
No 1Midford House Profit / (Loss) before exceptional items and taxation 24.35
Midford Gardens Exceptional items -
Off M.G. Road Bangalore Profit / (Loss) before taxation 24.35
Karnataka- 560001 Provision for tax (including Deferred Tax) 7.53
Net Profit / (Loss) 16.82
Balance of Profit / (Loss) from previous year (213.11)
Less: Proposed Dividend -
Less : Dividend Distribution Tax -
Less : Transferred to General Reserve 4.87
Balance carried to Balance Sheet (201.16)
Nandi Economic Corridor 48.27 Total Income 25076.19
Enterprises Limited Total Expenditure 27116.51
No.1 Midford House Profit / (Loss) before exceptional items & taxation (2040.32)
Midford Gardens Exceptional Items 1488.55
Off M.G. Road Bangalore Profit (Loss) before taxation (551.77)
Karnataka - 560001 Provision for tax (including Deferred Tax) -
Net Profit / (Loss) (551.77)
Balance of Profit / (Loss) from previous year (65854.60)
Less: Proposed Dividend -
Less: Dividend Distribution Tax -
Balance carried to Balance Sheet (66406.37)
Nandi Highway Developers 69.53 Total Income 4967.03
Limited No.1 Midford House Total Expenditure 3275.36
Midford Garden Off M.G. Road Profit / (Loss) before exceptional items & taxation 1691.67
Bangalore Karnataka - 560001 Exceptional Items (465.76)
Profit (Loss) before taxation 1225.91
Provision for tax (including Deferred Tax) 261.63
Net Profit / (Loss) 964.28
Balance of Profit / (Loss) from previous year 1647.63
Less: Transfer to General Reserve -
Less: Proposed Dividend -
Less: Dividend Distribution Tax -
Balance carried to Balance Sheet 2611.91
Avichal Resources Private 100 Total Income 6.64
Limited Total Expenditure 15.13
Cyber City Tower No.15 Profit / (Loss) before taxation (8.49)
Level 6 Office No.602 Provision for tax (including Deferred Tax) 0.08
Magarpatta City Hadapsar Net Profit / (Loss) (8.57)
Pune - 411013 Balance of Profit / (Loss) from previous year 23.16
Less: Proposed Dividend -
Less : Dividend Distribution Tax -
Less : Transferred to General Reserve -
Balance carried to Balance Sheet 14.59

For further details refer Note No.41 of Consolidated Financial Statements.

ANNEXURE II TO THE DIRECTORS' REPORT

INFORMATION FORMING PART OF THE DIRECTORS' REPORT PURSUANT TO RULE 5 OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Particulars Name of Director Ratio
I. The ratio of remuneration of each director to N.A. as no remuneration exc ept sitting fee is paid to
the median remuneration of the employees of the Company for the financial year any Director
II. The percentage increase in remuneration of each Name of Director / KMP Percentage +/(-) in
director Chief Financial Officer Chief Executive the remuneration
Officer Company Secretary or Manager if any Mr. B.S. Mitkari - NIL
in the financial year CEO & Company Secretary Mr. S.S. Joshi - CFO NIL
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 Company 9
V. Average percentile increase already made in the salaries of employees other than the managerial NIL
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 NIL
VI. Affirmation The Board affirms that the r the Nomination and Remune emuneration is as per ration policy of the
Company.
VII. Statement showing the names of the top ten No employee falls in this cat egory.
employees interms of remuneration drawn and the names of every employee who -
(i) if employed throughout the financial year was in receipt of remuneration for that year which in the aggregate was not less than One Crore Two Lakhs Rupees;
(ii) if employed for a part of the financial year was in receipt of remuneration for any part of that year at a rate which in the aggregate was not less than Eight Lakhs Fifty Thousand Rupees per month;
(iii) if employed throughout the financial year or part thereof was in receipt of remuneration in that year which in the aggregate or as the case may be at a rate which in the aggregate is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares of the Company.

 

For and on behalf of the Board of Directors
For BF Utilities Limited
B.B. Hattarki A.B. Kalyani
Pune Director Director
6th August 2016 DIN:00145710 DIN:00089430

ANNEXURE III TO THE DIRECTORS' REPORT

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