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Bhushan Steel Ltd.

BSE: 500055 Sector: Metals & Mining
NSE: BHUSANSTL ISIN Code: INE824B01021
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VOLUME 16378
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OPEN 41.20
CLOSE 41.05
VOLUME 16378
52-Week high 51.45
52-Week low 32.50
P/E
Mkt Cap.(Rs cr) 937.71
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bhushan Steel Ltd. (BHUSANSTL) - Auditors Report

Company auditors report

To

The Members of Bhushan Steel Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Bhushan SteelLtd. (the "Company") which comprise the Balance Sheet as at March 31 2016the Statement of Profit and Loss and Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ('the Act') with respect to preparation of thesestandalone financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Basis of Qualified Opinion

The Supreme Court of India vide its order dated 24.09.2014 cancelled number of coalblocks allocated to various entities which includes one coal block allocated to thecompany and one of its associated company which were under development. Subsequently theGovernment of India has issued the Coal Mines (Special Provision) Act 2015 whichinter-alia deal with the payment of compensation to the effected parties in regard toinvestment in the coal blocks.

No effect has been taken on the value of investment made by the company in thedeallocated coal blocks amounting to '56289.96 lacs (including expenditure incurred of'13546.46 lacs and advance given of '42743.50 lacs) and '669.25 lacs in EquityShares/advance for share capital in the associate company whose coal blocks have beende-allocated. In the opinion of the management the company / associated company willreceive back the payments / expenditure paid / made including borrowing cost and otherincidental expenditure relating to de-allocated coal blocks. The company has filed itsclaim for compensation during the year with Government of India Ministry of Coal andaccordingly the investment made by the company of '56289.96 lacs has been reclassified tononcurrent assets from capital work in progress and capital advances.

We are unable to comment on the impact on the value of investment made by the companyand its associate in the de-allocated coal blocks and their consequent impact on thelosses for the financial year ended March 31 2016.

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us except for the matter described in the Basis of Qualified Opinion paragraphabove the aforesaid standalone financial statements give the information required by theAct in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2016 and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the 'the Companies (Auditor's Report) Order 2016 issued by theCentral Government of India in terms of sub-section (11) of section 143 of the Act(hereinafter referred to as the "Order") we give in the Annexure 'A' astatement on the matters specified in the paragraphs 3 and 4 of the Order to the extentapplicable.

2. As required by section 143 (3) of the Act we report that:

(a) We have sought and except for the possible effect of the matter described in theBasis of Qualified Opinion paragraph above obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) Except for the possible effect of the matter described in the Basis of QualifiedOpinion paragraph above in our opinion proper books of account as required by law havebeen kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this Report are in agreement with the books of account;

(d) Except for the possible effect of the matter described in the Basis of QualifiedOpinion paragraph above in our opinion the aforesaid standalone financial statementscomply with the Accounting Standards specified under section 133 of the Act read withRule 7 of the Companies (Accounts) Rules 2014;

(e) The matters described in the 'Basis of Qualified Opinion' paragraphs above in ouropinion may have an adverse effect on the functioning of the Company;

(f) On the basis of written representations received from the directors as on March 312016 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2016 from being appointed as a director in terms of sub-section (2) ofSection 164 of the Companies Act 2016- as indicated in the Note - 47(b) to the financialstatements.

(g) The qualification relating to the maintenance of accounts and other mattersconnected therewith are as stated in the basis of Qualified Opinion paragraph above;

(h) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B"; and

(i) with respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financialposition in its financial Statements - Refer Note - 29 to the financial statements;

ii. the company has made provisions as required under applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts - Refer Note-53 to the financial statements;

iii. there has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

For MEHRA GOEL & CO. For MEHROTRA & MEHROTRA
Chartered Accountants Chartered Accountants
(FRN: 000517N) (FRN: 000226C)
R.K. Mehra M.P. Mehrotra
Partner Partner
M. N0.: 006102 M. N0. : 005699

Place: New Delhi

Date: 30th May 2016

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

The Annexure 'A' referred to in our Independent Auditors' Report to the members of theCompany on the financial statements of Bhushan Steel Ltd. for the year ended 31st March2016 we report that:

(i) In respect of its fixed assets:

(a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets on the basis of available information;

(b) The fixed assets covering significant value were physically verified during theyear by the Management at such intervals which in our opinion provides for the physicalverification of all the Fixed Assets at reasonable intervals having regard to the size ofthe Company and nature of its business. According to the information and explanationsgiven to us no material discrepancies were noticed on such verification;

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of company except the following:

• In case of Buildings: Total number of case: One case Gross block: Rs 80.29 lacs& Net block : Rs 68.94 lacs as at 31.03.2016

Remarks if any: Guest house building in Mumbai

(ii) According to the information and explanations given to us the inventory offinished goods semi-finished goods and raw material at works were during the yearphysically verified by the management. In respect of stores spare parts and stock at yardsin the custody of the third party and stocks in transit were verified with theconfirmation or statement of account or correspondence of the third parties orcertification by management or reports of inspection and different audits carried out bythe banks. In our opinion and according to the information and explanations given to usthe interval of such physical verification is reasonable having regard to the size of theCompany and nature of its business and according to the information and explanations givento us no material discrepancies were noticed on such verification.

(iii) According to the information and explanations given to us the Company has notgranted secured or unsecured loan to a company firm LLP or other entity covered in theregister maintained under Section 189 of the Companies Act 2013. Accordingly theprovisions of sub-paragraph (a) and (b) of the Order are not applicable.

(iv) I n our opinion and according to the information and explanations given to us theCompany has generally complied with the provisions of section 185 and 186 of CompaniesAct 2013 with respect to the loans investments guarantees and security.

(v) According to the information and explanations given to us the Company has notaccepted any deposits during the year. Hence the directives issued by the Reserve Bank ofIndia and the provisions of section 73 to 76 or any other relevant provisions of theCompanies Act 2013 and the rules framed there-under are not applicable to the Company.

(vi) I n our opinion and according to the information and explanations given to usspecified accounts and records as prescribed by the Central Government in terms ofsub-section (1) of section 148 of the Companies Act 2013 have been prima facie made andmaintained by the company. However we have not nor we are required carried out anydetailed examination of such accounts and records.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records the Company is generally regular in depositing undisputedstatutory dues with some delay including provident fund employees' state insuranceincome-tax sales-tax service tax duty of customs value added tax cess and any othermaterial statutory dues to the appropriate authorities to the extent these are applicableexcept deposit of duty of excise where payment is irregular.

According to the information and explanations given to us no undisputed dues were inarrears as at 31st March 2016 for a period of more than six months from the date theybecome payable.

(b) However according to the information and explanations given to us the followingdues of sales tax duty of excise service tax value added tax and other statutory dueshave not been deposited by the Company on account of disputes:

Name of the statute Nature of dues Amount (Rs In lacs) Period to which the amount relates Forum where dispute is pending
The Central Excise Act 1944 Excise Duty 0.26 Jun'01 & Jul'01 High Court of Allahabad
14357.21 Aug'05 to Jul' 09 Aug '09 to Mar'10 Apr'09 to Jan'10 & Apr'10 to Jan'11 CESTAT Kolkata
70.04 Feb'10 to Nov'11 Apr'10 to Jan'11 & Apr'08 to Mar'11 Commissioner (Appeals) Bhubaneswar
3471.95 FY 2006-07 to 2009-10 May'08 to Mar'09 & Apr'06 to Mar'09 CESTAT New Delhi
243.99 Apr'12 to Mar'13 Commissioner (Appeal) Ghaziabad
397.92 Jul'13 to Mar'14 CESTAT Mumbai
26.66 Jan'12 to Oct'12 Commissioner Excise Appeals Zone II Mumbai
Custom Act 1962 Custom Duty 246.41 30th Jun'2009 & 2009-10 Commissioner of Custom Vizag
Finance Act 1994 [Service Service Tax 3633.47 Dec'05 to Aug'08 & Oct'09 to Sep'10 CESTAT Kolkata
Tax Provisions] 109.14 2006-07 to 2007-08 & Mar'11 Commissioner (Appeal) Bhubaneswar
52.33 Dec'04 to Nov'07 CESTAT Mumbai
Name of the statute Nature of dues Amount (Rs In lacs) Period to which the amount relates Forum where dispute is pending
Sales Tax Acts of various States Local Sales Tax 32544.19 Apr'05 to Mar'12 Orissa High Court at Cuttack
320.43 2002-03 2003-04 2004-05 Apr'06 to Oct'06 & 2006-07 High Court of Allahabad
919.40 2009-10 & Jun'14 Additional Commissioner (Appeal) Ghaziabad
170.77 April 07 to Dec 07 Trade Tax Tribunal Ghaziabad
340.11 Apr'14 & May'14 Joint Commissioner (Appeal) Ghaziabad
Central Sales Tax Act 1956 Central Sales Tax 2151.22 2002-03 2003-04 2004-05 Apr'06 to Oct'06 & 2006-07 High Court of Allahabad
1119.19 2009-10 & Jun'14 Addl. Commissioner (Appeal) Ghaziabad
417.37 2007-08 Trade Tax Tribunal Ghaziabad
Uttar Pradesh Tax on Entry of Goods into Local Areas Act 2007 Entry Tax 23.92 1995-96 High Court of Allahabad
661.42 2009-10 Addl. Commissioner (Appeal) Ghaziabad
Odisha Entry Tax Act 1999 Entry Tax 20860.18 Dec'07 to Mar'12 Supreme Court
2498.15 Apr'05 to Jan'08 & Apr'10 to Mar'12 Addl. Commissioner of Sales Tax (Appeal) Cuttack
Orissa Minor Minerals Concession Rules 2004 Royalty 2113.55 2006-2014 Odisha High Court

(viii) Based on our audit procedure and according to the information and explanationsgiven to us we are of the opinion that the Company has defaulted in repayment of loans /borrowings to the financial institution bank Government or a debenture holder as perdetails given here-under:

Particulars

Amount of Default as on Balance Sheet Date

Period of Default (in months )

Principal Interest Principal Interest
(i) Name of the Lenders : In case of :
A. Banks (INR loans)
1 Allahabad Bank - 2717.41 < 3 months
2 Andhra Bank 187.50 1121.92 < 3 months < 3 months
3 AXIS Bank - 2318.53 < 3 months
4 Bank of Baroda - 4157.84 > 3 months
5 Bank of India 13333.33 4200.60 < 3 months < 3 months
6 Bank of Tokyo - 192.91 < 3 months
7 Bank of Maharashtra - 6174.11 > 3 months
8 Canara Bank 250.00 3118.10 < 3 months > 3 months
9 Central bank of India - 6485.01 > 3 months
10 Corporation bank - 773.55 < 3 months
11 Dena Bank - 1295.77 < 3 months
12 ICICI Bank - 1894.40 < 3 months
13 Indian Bank - 1978.45 > 3 months
14 Indian Overseas Bank - 2068.66 > 3 months

 

Particulars

Amount of Default as on Balance Sheet Date

Period of Default (in months )

Principal Interest Principal Interest
15 Indusind Bank - 7.36 < 3 months
16 Jammu & Kashmir Bank - 3288.97 > 3 months
17 Karur Vyasa Bank Limited - 543.36 > 3 months
18 Lakshmi Vilas Bank - 102.28 < 3 months
19 Oriental Bank of Commerce - 3228.46 > 3 months
20 Punjab & Sind Bank - 3496.21 > 3 months
21 Punjab National Bank - 4872.08 > 3 months
22 Saraswat Bank - 815.60 > 3 months
23 State Bank of Bikaner and Jaipur 93.00 985.42 < 3 months < 3 months
24 State Bank of India 1250.00 5583.47 < 3 months < 3 months
25 State Bank of Hyderabad 250.00 1687.64 < 3 months < 3 months
26 State Bank of Mysore 1375.00 895.87 < 3 months < 3 months
27 State Bank of Patiala 1250.00 2591.50 < 3 months < 3 months
28 State Bank of Travancore 187.50 1430.26 < 3 months > 3 months
29 South Indian Bank - 266.21 < 3 months
30 Syndicate Bank - 5351.73 > 3 months
31 UCO Bank - 2748.26 < 3 months
32 Union Bank of India - 3758.82 > 3 months
33 United Bank of India - 4028.07 > 3 months
33 Vijaya Bank - 2018.30 > 3 months
Total (A) 18176.33 86197.13
B. Banks (Foreign Currency Loans)
1 AXIS Bank - 715.29 < 3 months
2 Calyon Bank 4697.80 78.31 > 3 months > 3 months
3 Deutsche Zentral Genossenschafts Bank* 14570.79 - > 3 months
4 Deutsche Bank 7058.62 576.16 > 3 months < 3 months
5 Development Bank of Singapore Limited - 236.68 < 3 months
6 HSH Nordbank* 30410.62 63.61 > 3 months < 3 months
7 ICICI Bank 2893.78 1383.62 < 3 months < 3 months
8 ING Bank 292.83 1.12 > 3 months > 3 months
9 Natixis* 10941.09 1103.51 > 3 months > 3 months
10 State Bank of India (Consortium) 12147.21 9110.01 < 3 months < 3 months
Total (B) 83012.74 13268.31

* Company received in principle approval for restructuring.

Particulars

Amount of Default as on Balance Sheet Date

Period of Default (in months )

Principal Interest Principal Interest
C. Financial Institutions
1 EXIM Bank - 823.09 < 3 months
2 Family Credit Ltd. - 71.40 < 3 months
3 Industrial Development Bank of India 1465.00 7949.39 > 3 months > 3 months
4 Industrial Financial Corporation of India 150.00 1296.36 > 3 months > 3 months
5 The Development Bank of Singapore Limited - 280.48 < 3 months
6 Life Insurance Corporation of India 1021.17 109.92 > 3 months > 3 months
7 L&T Finance Ltd. - 40.80 < 3 months
8 L&T Fincorp Ltd. - 77.46 < 3 months
9 STCI Finance Ltd. - 197.29 < 3 months
10 TATA Capital Ltd. 34.48 9.90 < 3 months < 3 months
Total ( C) 2670.65 10856.09
(ii) Secured Debentures 925.00 20638.12 > 3 months > 3 months
Total (D) 925.00 20638.12
Grand Total (A+B+C+D) 104784.72 130959.65

The Company is enjoying working capital facility of Rs 12600 crores (funded and nonfunded) and there is outstanding amount of Rs 9768.10 crores as at 31st March 2016 whichincludes overdrawn amount of Rs 3885.95 crores. Further interest of Rs 137.50 crores isoverdue thereon.

(ix) According to the information and explanations given to us the Company has raisedmoney by way of term loans during the year and to the best of our knowledge and accordingto the information and explanations given to us the amount received by means of theseloans have been pooled and utilized through Trust Retention Account (TRA) maintained byState Bank of India the lead banker on behalf of all other consortium members.

(x) To the best of our knowledge and according to the information and explanationsgiven to us no material fraud by the company or on the Company by its officers oremployees has been noticed or reported during the course of our audit.

(xi) According to our information and explanations given to us and based on ourexamination of the records of the Company managerial remuneration has been paid /provided in accordance with the requisite approvals mandated by the provisions of section197 read with Schedule V to the Act except the payment of leave encashment provident fundand taxable car perquisites for which clarification is sought by the management fromCentral Government. (Refer Note 48 to the financial statements)

(xii) I n our opinion and according to the information and explanations given to usthe Company is not a Nidhi company. Accordingly para (xii) of the Order is not applicableto the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the company transactions with

the related parties are in compliance with sections 177 and 188 of the Act whereapplicable and details of such transactions have been disclosed in the financial statementas required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the company the company has made private placement ofredeemable cumulative preference shares during the year under review and in our opinionthe requirement of section 42 of the Act have been complied with and the amount raisedhave been used for the purposes for which the funds were raised.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the company the company has not entered into non-cashtransactions with directors or persons connected with him.

(xvi) As per our information the company is not required to be registered underSection 45-1A of the Reserve Bank of India Act 1934.

For MEHRA GOEL & CO. For MEHROTRA & MEHROTRA
Chartered Accountants Chartered Accountants
(FRN: 000517N) (FRN: 000226C)
R.K. Mehra M.P. Mehrotra
Partner Partner
M. N0.: 006102 M. N0. : 005699

Place: New Delhi

Date: 30th May 2016

Annexure - B to the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of BhushanSteel Limited ("the Company") as of 31 March 2016 in conjunction with our auditof the standalone financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system overfinancial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For MEHRA GOEL & CO. For MEHROTRA & MEHROTRA
Chartered Accountants Chartered Accountants
(FRN: 000517N) (FRN: 000226C)
R.K. Mehra M.P. Mehrotra
Partner Partner
M. N0.: 006102 M. N0.: 005699

Place: New Delhi

Date: 30th May 2016

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