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इंडस फाइनेंस

बीएसई: 531841  |  NSE: N.A  |  ISIN: INE935D01013  |  Finance - Leasing & Hire Purchase

खोजें इंडस फाइनेंस कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
Dear Members,
 
 The Directors are pleased to present this 24th Annual Report of the
 Company together with the Audited Accounts for the year ended 31st
 March 2015.
 
 FINANCIAL HIGHLIGHTS AND PERFORMANCE                     Rs. in Million)
 
 PARTICULARS                                     2014-15       2013-14
 
 IncomefromOperations                              36.83        44.35
 
 Otherlncome                                       13.49        16.77
 
 GrossReceipts                                     50.32        61.12
 
 Expenses                                          38.66        44.88
 
 Depreciations Amortization                        0.13          4.42
 
 Total Expenses                                    38.79        49.30
 
 PBT                                               11.53        11.82
 
 TAX                                               3.95          3.99
 
 PAT                                               7.58          7.83
 
 Proposed Dividend / Dividend                      3.70          4.63
 
 Proposed Dividend Tax / Dividend Tax              0.90          0.79
 
 Transfer to Statutory Reserve                     1.51          1.57
 
 FINANCIAL PERFORMANCE
 
 The profit after tax achieved by your company during the period under
 review is almost same as that of the previous year though the gross
 receipts is also less than previous year. For the fourth year in
 succession, your Directors are pleased to recommend 4% dividend i.e.
 INR. 0.40 for every equity share of Rs.10/- each fully paid up for the
 year 2014-15. The Dividend, if approved by the Shareholders at the
 ensuing Annual General Meeting will be paid to the equity share
 holders, whose names appear in the Register of Members, as per the
 provisions of the Companies Act 2013. In which case, the dividend out
 go would be INR. 3.70 Mn. and the dividend tax to be paid by the
 company would be INR.0.90 Mn.
 
 ECONOMIC SCENARIO AND OUTLOOK:
 
 India''s growth story is expected to dominate the headlines in the years
 ahead with both the World Bank and the International Monetary fund
 predicting robust expansion for Asia''s Third Largest economy on the
 back of reform, initiatives launched by the government and the impact
 loweroil prices.
 
 The fact that India will take over China as the fastest growing economy
 by 2015-16 is well acknowledged. The World Bank in a report on South
 Asian economies said India''s economy is expected to a accelerate to
 8%in 2017-18 after growth of 7.6% in 2015-16.ln 2014-15 growth is
 expected to be 7.2% the World Bank said in its South Asia Economic
 Focus Spring 2015 titled ''Making the most of Cheap Oil''
 
 The IMF in its World Economic Outlook (WEO) update said India''s growth
 is expected to strengthen from7.2% in 2014 to 7.5% in 2015. ''Growth
 will benefit from recent policy reforms, a consequent pick up in
 investment, and lower oil prices. Lower Oil prices will raise
 disposable incomes, particularly among poorer house hold and help drive
 down inflation'' the IMF said.
 
 It said in China, growth fell to 7.4% in 2014 and is expected to fall
 further to 6.8% in 2015as previous excesses in real estate credit and
 investment continue to unwind. ''Ongoing implantation of structural
 reforms and lower commodity prices are expected to expand consumer
 oriented activities partially buffering the slowdown'' IMF said.
 
 Indian Government expects the economy to grow 8.1-8.5% in the current
 financial year while RBI has forecast 7.8% growth. Economic indicators
 have signaled sign of green shoots and policy makers expect the
 momentum to be sustained on the back of reform measures that unfold in
 the months ahead.
 
 ''Higher production capacity, commensurate with accumulating capital and
 increase in factor productivity and continued but targeted fiscal
 consolidation will help curb domestic and external imbalances in the
 face of rising domestic demand in medium term'' the World Bank report
 said. It further said that acceleration on real GDP growth will be
 driven largely by higher investments, which are expected to grow at an
 average of 12% during 2015-2017.
 
 The report said inflationary pressures are likely to ease gradually on
 account of lower crude prices, and an improved production capacity will
 prevent overheating in the medium-term.
 
 The Government has abolished MAT from April 1,2015 and no retrospective
 Tax law has brought in by the Government and the Government is hopeful
 of Goods and Services Tax (GST) getting passed in the coming session of
 Parliament and the new tax regime would be put in place from April
 1,2016 which would be a ''single biggesttax reform since independence.
 
 FUTURE OUTLOOK
 
 The Non- Banking Finance Company [NBFC] sector despite operating mostly
 in the area under served by the fast growing banking Industry in India,
 has grown considerably in terms of technological sophistication as well
 as size. They are exposed all kinds of risks like interest rate
 movement, liquidity, counter party failures .recession etc. like any
 other player in the financial sector. During the Year, RBI while
 undertaking a review of the entire regulatory framework for the NBFC
 Sector, issued prudential guidelines for NBFCs. Key measures introduced
 are classification of NPA recognition norm, standard asset provisioning
 norms and change in capital adequacy norms. Though the migration to new
 norms will strengthen the governing standards ofthe NBFCs, it is likely
 to increase volatility and uncertainty in the earning over next 3
 years. However this does not change the actual credit flow or the
 margins over the cycle as there is enough liquidity in the system and
 hence the return ratios are likely to remain same over the cycle. These
 regulatory measures will make NBFCs tightly regulated, almost at par
 with banks.
 
 With most ofthe players being very cautious during the concluded
 financial year, the sector concentrated much on risk analysis,
 mitigation and strengthening the governing standards. However for asset
 / infra financing NBFCs, FY16 will be a transition year wherein they
 will start recognizing NPAs and doing provisioning as per RBI''s
 guidelines of 90 days NPA recognition and 0.4% standard asset
 provisioning by FY18.The proposal to extend the provisions of the
 SARFAESI Act to the NBFC s with asset size of Rs. 500.00 crores and
 above sector will go a long way towards the orderly growth and
 development of the sector. However non-inclusion of all NBFCs [with
 lesser size] will not enable the growth of the other disciplined
 players in the sector.
 
 OPPORTUNITIES & THREATS
 
 Now it has become a proven fact that only those NBFCs which fall under
 the regulatory norms and serious about being in the finance business
 survived. To survive and constantly grow, NBFCs have to focus on their
 core strengths while improving on weaknesses. The SARFAESI Act move for
 NBFCs is a great piece of news. With the economy showing signs of
 revival the NBFCs are likely to be very aggressive in funding
 particularly sunrise sectors like housing and other retail business.
 The automobile sector, an all-time favorite NBFCs which is back in news
 is likely add for the good show of the sector in the coming years. The
 fact that NBFCs with a size of over Rs 500 crores can be brought under
 the SARFAESI Act, helps maintain the asset quality management and
 speedy recovery. However non-inclusion of small size NBFCs who have
 played a pivotal role in filling the gap once again leaves behind a ''no
 level playing field.
 
 Though most of the NBFCs have found alternate methods for additional
 resources, the Regulatory guidelines to the NBFCs to reduce the
 dependence on public deposit has already curtailed the capacity of the
 sectorto raise funds and in turn sustained growth.
 
 Your Company operating only in major cities and having not accepted any
 public deposit has not ventured into any riskiersegments. Proper
 systems and procedures are in place to analyze and mitigate the
 threats.
 
 Due to a slowdown in economic activity in past couple of years and
 aggressive lending by some of the NBFCs many loans have turned
 non-performing. Restructuring of assets means loans whose duration has
 been increased or the interest rate has been decreased. This happens
 due to inability of the loan taking company/individual to pay off the
 debt. Both of these have impacted the profitability of NBFCs as they
 are required to have a higher provisioning amount which directly eats
 into the profitability. Increasing the loan portfolio and effectively
 managing the NPAs is the key challenge, going forward for NBFCs
 
 RISK & CONCERNS
 
 Your Company being a NBFC is subjected to both Business and Financial
 risk. While the business risk associated with operating environment,
 ownership structure, Management, System & Policy and Corporate
 Governance, the financial risk lies in Asset Quality, Liquidity,
 Profitability and Capital Adequacy. IFL recognizes these risks and
 makes best effort to mitigate them in time.
 
 One of the major concerns for the sector is the deteriorating asset
 quality in the banking sector which has certain indirect impact on the
 asset qualities of NBFCs also. Any negative growth of the Industry,
 irrespective of the sector has some adverse effect on the workings of
 the NBFCs. IFL has always kept in mind the uncertainties and their
 mitigation while conducting the business.
 
 NUMBER OF MEETING OF BOARD
 
 Indus Finance Ltd, held 4 Board Meetings during the year ended 31st
 March 2015. These were on 30th May 2014,11th August 2014,11th November
 2014 and 30th January 2015
 
 DIRECTORS
 
 Mr. Bala V. Kutti is retiring in the forth coming 24th AGM of the
 company and being eligible offers himself for re-appointment. Your
 company has received a notice from a member proposing Mr. T.S. Raghavan
 as Independent Director for the period of five years. Ms. Alice
 Chhikara was appointed as additional director with effect from March
 30, 2015. She holds of his up to the date of 24th Annual General
 Meeting. Your company has received a notice from a member proposing Ms.
 Alice Chhikara as Director of the Company and the information regarding
 their appointment and reappointment are provided in the notice
 convening the 24th AGM of the company.
 
 STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION
 149 (61 OF COMPANIES ACT2013
 
 The Company has obtained declaration from the Independent Directors
 that they meet the criteria of Independence has provided in section 149
 (6) of the Companies Act 2013
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013,
 the Board of Directors hereby state that;
 
 1.  In the presentation of the Annual accounts, applicable standards
 have been followed and there are no material departures.
 
 2.  The Directors have selected such accounting policies and apply them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company as at 31st March 2015 and profit for the Company for the
 year ended 31st March 2015.
 
 3.  The Directors have taken proper and sufficient care in the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safe guarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 
 4.  The Directors have prepared the annual accounts on a going concern
 basis; and
 
 5.  The Directors, in the case of listed company, had laid down
 internal financial controls to be followed by the company and that such
 internal financial controls are adequate and were operating effectively
 and
 
 The Directors had devised proper systems to ensure compliance with the
 provisions of all applicable laws and that such systems were adequate
 and operating effectively.
 
 POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORSAND THEIR REMUNERATION
 
 The Nomination and Remuneration (N&R) Committee has adopted a Charter
 which, inter alia, deals with the manner of selection of Board of
 Directors and CEO & Managing Director and their remuneration. This
 policy is accordingly derived from the said charter.
 
 1.  Criteria of Selection of Non-Executive Directors
 
 a.  The Non-Executive Directors shall be of high integrity with
 relevant expertise and experience so as to have a diverse Board with
 Directors having expertise in the fields of manufacturing, marketing,
 finance, taxation, law, governance and general management.
 
 b.  In case of appointment of Independent Directors, the N&R Committee
 shall satisfy itself with regard to the independent nature of the
 Directors vis-a-vis the Company so as to enable the Board to discharge
 its function and duties effectively.
 
 c.  The N&R Committee shall ensure that the candidate identified for
 appointment as a Director is not disqualified for appointment under
 Section 164 of the Companies Act, 2013.
 
 d.  The N&R Committee shall consider the following attributes /
 criteria, whilst recommending to the Board the candidature for
 appointment as Director.
 
 I. Qualification, expertise and experience of the Directors in their
 respective fields.
 
 ii.  Personal, Professional or business standing:
 
 iii. Diversity of the Board.
 
 e.  In case of re-appointment of Non-Executive Directors, the Board
 shall take into consideration the performance evaluation of the
 Director and his engagement level.
 
 2.  Remuneration:
 
 The Non-Executive Directors shall be entitled to receive remuneration
 by way of sitting fees, reimbursementof expenses for participation in
 the Board/Committee meetings.
 
 i.  A Non-Executive Director shall be entitled to receive sitting fees
 for each meeting of the Board or Committee of the Board attended by
 him, of such sum as may be approved by the Board of Directors within
 the overall limits prescribed under the Companies Act, 2013 and the
 Companies (Appointment and Remuneration of Managerial Personnel Rules,
 2014).
 
 ii. The Independent Directors of the Company shall not be entitled to
 participate in the Stock Option Scheme of the Company, if any,
 introduced by the Company.
 
 3.  CEO, Managing Director/Whole Time Director Criteria for selection I
 appointment
 
 For the purpose of selection of the CEO, Managing Director / Whole Time
 Director, the N&R Committee shall identify persons of integrity who
 possess relevant expertise, experience and leadership qualities
 required for the position and shall take into consideration
 recommendation, if any, received from any memberof the Board.
 
 The Committee will also ensure that the incumbent fulfills such other
 criteria with regard to age and other qualifications as laid down under
 the Companies Act, 2013 or other applicable laws.
 
 Remuneration forthe CEO, Managing Director/Whole Time Director
 
 i.  At the time of appointment or re-appointment, the CEO, Managing
 Director/Whole Time Director, shall be paid such remuneration as may be
 mutually agreed between the Companies (which includes the N&R Committee
 and the Board of Directors) and the CEO, Managing Director / Whole Time
 Director, within the overall limits prescribed undertheCompaniesAct,
 2013.
 
 ii.  The remuneration shall be subject to the approval of the Members
 ofthe Company in General Meeting.
 
 iii. The remuneration ofthe CEO, Managing Director/Whole Time Director,
 component comprises salary allowances, perquisites, amenities and
 retrial benefits.
 
 Remuneration Policy for the Senior Management Employees
 
 1. In determining the remuneration of the Senior Management Employees
 (i.e. KMPs and Executive Committee Members)the N&RCommittee shall
 ensure/considerthefollowing:
 
 i.  The relationship of remuneration and performance benchmark is
 clear;
 
 ii.  The remuneration component comprising salaries, perquisites and
 retirement benefits;
 
 iii. The remuneration including annual increment is decided based on
 the criticality of the roles and responsibilities, the Company''s
 performance vis-a-vis the annual budget achievement.
 
 iv.  N&R Committee will carry out the individual performance review
 based on the standard appraisal matrix and shall take into account the
 appraisal score card and other factors, whilst recommending the annual
 increment.
 
 AUDIT COMMITTEE
 
 A qualified and independent Audit Committee of the Board of the company
 is functioning. It monitors and supervises the Management''s financial
 reporting process with a view to ensure accurate and proper disclosure,
 transparency and quality of financial reporting. The committee reviews
 the financial and risk management policies and also the adequacy of
 internal control systems and holds discussions with Statutory Auditors
 and Internal Auditors. This is enhancing the credibility of the
 financial disclosures of the company and also provides transparency.
 
 The company continued to derive immense benefit from the deliberation
 of the Audit Committee comprising of three Directors, Mr. T.S.
 Raghavan, Dr. K.R. Shyamsundar & Mr. Bala V. Kutti who are highly
 experienced and having knowledge in project finance, accounts and
 company law. Mr. T.S. Raghavan is the Chairman of the Audit Committee.
 The Company Secretary acts as the Secretary of the Audit Committee. The
 minutes of each Audit Committee meeting are placed before, and
 discussed in the full by the Board.
 
 THE RATIO OF THE REMUNERATION OF EACH DIRECTORS TO THE MEDIAN
 REMUNERATION OF THE EMPLOYEES OF THE COMPANYFORTHE FINANCIAL YEAR
 2014-15ARE GIVEN BELOW
 
 Name of the Directors                        Ratio to Median Employee
                                              remuneration
 
 Mr. Bala V. Kutti - Executive Chairman            2.40
 
 Mr. T.S. Raghavan - Independent Director          0.05
 
 Dr. K.R. Shyamsundar - Independent Director       0.04
 
 Ms. Alice Chhikara - Additional Director*         ----
 
 * w.e.f. 30th March 2015
 
 THE PERCENTAGE INCREASE IN REMUNERATION OF DIRECTORS. KMP AND MEDIAN
 EMPLYEE FOR THE FINANCIAL YEAR 2014-15
 
 There is no increase in remuneration to the Directors, KMP and median
 employee during the financial year2014-15
 
 DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR
 HAVE RESIGNED DURING THE YEAR
 
 Ms. Alice Chhikara was appointed as Additional Director of the Company
 effect from 30th March 2015 and there is no new appointment or
 resignation of KMP of the Company during the under review.
 
 PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS:
 
 Detailed information is provided in respect of loans under long term
 loans and advances in notes No. 10 (d) of Notes forming part of the
 financial statements, similarly detailed information is provided under
 NonCurrent investments in Note No. 9 of Notes forming part of the
 financial statements. As regards guarantee, the Company has not
 provided any guarantee to any person or Bodies Corporates.
 
 BUSINESS RISK MANAGEMENT:
 
 The Company has developed a Risk Management Policy by identifying the
 elements of risk which are mentioned below. The risk management
 approach at various levels inclining documentation and reporting seeks
 to create transparency, minimize adverse impact on the business
 objectives and enhance the company''s competitive advantage.
 
 The Business risk is associated with operating environment, ownership
 structure, Management, System & Policy and Corporate Governance
 
 The Financial risk lies in Asset Quality, Liquidity, Profitability and
 Capital Adequacy. IFL recognizes these risks and makes best effort to
 mitigate them in time.
 
 One of the major concerns for the sector is the deteriorating asset
 quality in the banking sector which has certain indirect impact on the
 asset qualities of NBFCs also. Any negative growth of the Industry,
 irrespective of the sector has some adverse effect on the workings of
 the NBFCs. IFL has always kept in mind the uncertainties and their
 mitigation while conducting the business.
 
 BOARD EVALUATION:
 
 Pursuant to the provisions of the companies Act 2013, and Clause 49 of
 the Listing Agreement, the Board has carried out an annual performance
 evaluation of its own performance the directors individually as well as
 the evaluation ofthe of its Audit, nomination and remuneration and
 compliance committees. The manner in which the valuation has been
 carried out has been explained in the Corporate Governance report.
 
 DEPOSITS:
 
 During the year under review the company has not accepted any deposits
 from the public with in the ambit of section 73 ofthe companies Act,
 2013 and The companies (Acceptance of Deposits) Rules, 2014.
 
 There is no significant/ material order passed by the Judicial /
 Regulatory authorities during the year under review.
 
 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY COURTS DURING
 THE UNDER REVIEW.
 
 None
 
 WHISTLE BLOWER POLICY
 
 The Company has a whistle blower policy to deal with instance of fraud
 and mismanagement if an any. The detail of the policy is explained in
 the Corporate Governance Report and posted on the website of the
 company.
 
 FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY IF ANY
 
 None
 
 INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES
 
 As of 31st March 2015, Your Company has 6 employees on its rolls. The
 employees will be inducted in to permanent services of the Company
 after training; to fill up vacancies as when arises. Your company has
 not issued any shares under Employees'' Stockoption Scheme during the
 year under review.
 
 VARIATIONS IN THE MARKET CAPITALISATION OF THE COMPANY. PRICE EARNINGS
 RATIO AS AT THE CLOSINGDATE OF THE CURRENT FINANCIAL YEAR AND PREVIOUS
 FINANCIAL YEAR:
 
 Particulars               March 31.3.2015    March 31.3.2014    % Change
 
 Market Capitalization Rs.   19,58,13,045/-    49,25,41,560/-    (60.24)
 
 Price earnings ratio            25.48             62.58         (59.28)
 
 PERCENTAGE OF INCREASE OR DECREASE IN THE MARKET QUOTATION OF THE
 SHARES IN COMPARISON TO THE RATE AT WHICH THE COMPANY CAME OUT WITH THE
 LAST PUBLIC OFFER:
 
 Price of Public offer Rs. 30, Market Price as on 31.3.2015-Rs. 21.15,
 difference (Rs.8.85) (29.50%)
 
 THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED
 BYTHE DIRECTORS:
 
 None.
 
 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:
 
 None.
 
 LIST OF EMPLOYEES WHO ARE IN RECEIPT OF REMUNERATION MORE THAN THE
 STIPULATED AMOUNT MENTIONED UNDER RULE 5 (2) OF COMPANIES (APPOINTMENT
 AND REMUNERATION) RULES2014
 
 None.
 
 AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF
 THE COMPANY:
 
 The Company affirms remuneration is as per the remuneration policy of
 the Company.
 
 CORPORATE GOVERNANCE
 
 Your Company has complied with the requirements regarding Corporate
 Governance as required under revised clause 49 of the Listing agreement
 entered in with the Stock exchanges where the Company''s shares are
 listed. A Report on the Corporate Governance in this regard is made as
 a part of this Annual Report and a certificate from the Auditors of
 Your Company regarding compliance of the conditions of the Corporate
 Governance is attached to this report.
 
 LISTING OF EQUITY SHARES
 
 Your Company''s equity shares are continued to be listed on the Bombay
 Stock Exchange Ltd, Mumbai during the year under review.
 
 AUDITORS
 
 M/s.V.Ramaratnam & Co. retires at the conclusion of this Annual General
 Meeting and are eligible for reappointment.
 
 EXTRACT OF ANNUAL RETURN
 
 As provided in Sec 92 (3) of the Act the extract of annual return is
 given in Annexure (I) of this report in the format Form MGT 9, which
 forms part of this report.
 
 TRANSACTIONS WITH RELATED PARTIES
 
 Detailed information is provided with respect to the list of Related
 parties and transactions with them are provided in note No. 18.4 of
 Notes forming part of the financial statements and also in the form no.
 AOC 2 underAnnexure II.
 
 SECRETARIAL AUDIT
 
 Mr. R. Kannan, PCS is the secretarial auditor of the company for the
 year under review and his report is attached with this report
 underAnnexure III.
 
 ADEQUACY OF INTERNAL CONTROL
 
 Your Company has effective and adequate internal control systems in
 combination with delegation of powers. The control system is also
 supported by internal audits and management reviews with documented
 policies and procedures.
 
 M/s. S. Vasudevan& Associates are the Internal Auditors to continuously
 monitor and strengthen the financial control procedures in line with
 the growth operations of the Company.
 
 PARTICULARES REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT. 2013 AND
 ITS COMPANIES (ACCOUNTS) RULES 2014
 
 The particulars required to be given in terms of section 134 of the
 Companies Act, 2013 and its Companies (Accounts) Rules, 2014, regarding
 conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Foreign Exchange outgo are not applicable to Your Company.
 
 ACKNOWLEDGEMENT
 
 The Directors wish to place on record their sincere thanks and
 gratitude to all its Bond holders, Share holders, Bankers, State
 Governments, Central Government and its agencies, statutory bodies,
 suppliers, and customers, for their continued co-operation and
 excellent support extended to the Company from time to time.
 
 Your Directors place on record their utmost appreciation for the
 sincere and devoted services rendered by the employees at all levels.
 
                             For and on behalf of board of directors of
                                       INDUS FINANCE LIMITED
                      (formerly known as Indus Finance Corporation Ltd)
 
 Place: Chennai - 600 034.                        Bala V. Kutti
 Date:5th August2015.                             Chairman
 
 
 
 
 
 
 
 
 
स्रोत: रेलीगरे टेचनोवा

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