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एसटीआई इंडिया

बीएसई: 536671  |  NSE: N.A  |  ISIN: INE427O01018  |  Textiles - General

खोजें एसटीआई इंडिया कनेक्शन
निदेशकों की रिपोर्ट वर्षांत : Mar '15
 Dear Members,
 
 The Directors have pleasure in presenting their Annual Report on the
 business and operations of the Company and the accounts for the
 Financial Year ended March 31, 2015.
 
 1.  Financial summary or highlights/Performance of the Company
 (Standalone)
 
 The Board''s Report shall be prepared based on the stand alone financial
 statements of the company.
 
 Particulars                               2014-2015            2013-14
 
 Gross Income                             308,45,000        2250,21,749
 
 Profit/Loss Before Interest and
 
 Depreciation                             (27,24,768)        (4,80,187)
 
 Net Profit Before Tax                    (27,24,768)         (4,80,187)
 
 Provision for Tax                                  -          1,19,890
 
 Net Profit After Tax                     (27,24,768)        (6,00,077)
 
 
 2.  Brief description of the Company''s working during the year/State of
 Company''s affair
 
 Currently, our company is engaged in the business of manufacturing
 fabric viz suiting & shirting for the domestic and international
 market. At the same time our Company is involved in trading of various
 textile products which are of high quality and also bulk trading.
 
 3.  Change in the nature of business, if any
 
 There is no Change in the nature of Business.
 
 The company got Listed on SME Platform on October 22, 2013.
 
 4.  Dividend
 
 Due inadequate profit the Company has not declared dividend.
 
 5.  Share Capital
 
 The Company has not allotted any shares during the year.
 
 6. Directors and Key Managerial Personnel
 
 Mr. Vinay Poddar (DIN: 00148171) Director retire by rotation at the
 forthcoming Annual General Meeting and being eligible, offer themselves
 for reappointment
 
 Mr. Vinay Poddar (DIN: 00148171) was appointed as Managing director of
 the Company for a period of three years w.e.f. April 2, 2014 to April
 1, 2017 on a remuneration of Rs.. 40,000/- (Rupees Forty thousand
 monthly).
 
 Mr. Vinod Banasal (DIN: 01921383) was appointed as Independent Director
 of the Company for a period of Five years w.e.f. September 29,2014.
 
 During the year Mrs. Sheela Kadechkaras (DIN:06862410)who was appointed
 as Additional Director of the Company with effect from June 30,2015 to
 hold office upto the date of forthcoming Annual General Meeting. Being
 eligible, Ms. Sheela Kadechkara(DIN:06862410) offered herself to be
 appointed as the Independent Director of the company.
 
 As per the provisions of the Companies Act, 2013, Independent Directors
 are required to be appointed for a term of five consecutive years, but
 shall be eligible for reappointment on passing of a special resolution
 by the Company and shall not be liable to retire by rotation. All other
 Directors, except the Managing Director, will retire at the ensuing
 Annual General Meeting and, being eligible, offer themselves for
 re-election. The Independent Directors of your Company have given the
 certificate of independence to your Company stating that they meet the
 criteria of independence as mentioned under Section 149 (6) of the
 Companies Act, 2013.
 
 Mr.Santosh Saraf (DIN: 02037477) has resigned as Director of the
 Company w.e.f. 02st April, 2014.
 
 Mrs. Shraddha Gupta (DIN: 06391521) has resigned as Director of the
 Company w.e.f. 02nd Feb, 2015.
 
 Mr. Abhijeet Mittal (DIN: 06384118 ) has resigned as Director of the
 Company w.e.f 30th June, 2015
 
 During the year, Mr. Jitendra Tiwari who had resigned on 02nd April,
 2014.
 
 Also, Mr. Vinay Poddar (DIN: 00148171) has been appointed as Chief
 Executive Officer.
 
 7. Report On Corporate Governance
 
 As per SEBI''s Circular No.-CIR/CFD/Policy Cell/7/2014 dated 15th
 September 2014, the provisions of Clause 49 of the Listing Agreement
 are not mandatory, hence no such report is required for the Company.
 
 8. Particulars of Employees
 
 As required under the provision of Section 197 of the Companies Act,
 2013, read with Rule 5 of the Companies (Appointment and Remuneration
 of Managerial Personnel) Rules 2014 in respect of employees of the
 Company is not given, as there were no employees drawing remuneration
 beyond the prescribed limit under the above referred provisions.
 
 9. 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 of the working of its Audit, Nomination &
 Remuneration and Compliance Committees. The manner in which the
 evaluation has been carried out has been explained in the Corporate
 Governance Report.
 
 10. Remuneration Policy
 
 The Board has, on the recommendation of the Nomination & Remuneration
 Committee framed a policy for selection and appointment of Directors,
 Senior Management and their remuneration. The Remuneration Policy is
 stated in the Corporate Governance Report.
 
 Managerial Remuneration:
 
 A) Details of the ratio of the remuneration of each director to the
 median employee''s remuneration and other details as required pursuant
 Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014. (Annexure III)
 
 B) Details of the every employee of the Company as required pursuant to
 5(2) of the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014
 
 C) Any director who is in receipt of any commission from the company
 and who is a Managing Director or Whole-time Director of the Company
 shall receive any remuneration or commission from any Holding Company
 or Subsidiary Company of such Company subject to its disclosure by the
 Company in the Board''s Report.
 
 D) The following disclosures shall be mentioned in the Board of
 Director''s report under the heading Corporate Governance, if any,
 attached to the financial statement:
 
 (i) All elements of remuneration package such as salary, benefits,
 bonuses, stock options, pension, etc., of all the directors;
 
 (ii) Details of fixed component and performance linked incentives along
 with the performance criteria;
 
 (iii) Service contracts, notice period, severance fees;
 
 (iv) Stock option details, if any, and whether the same has been issued
 at a discount as well as the period over which accrued and over which
 exercisable.
 
 11. Auditors:
 
 The Auditors, M/s Jain Anil & Associates, Chartered Accountants,
 appointed as Statutory Auditor at the last Annual General Meeting held
 on 20th September, 2014 for a term of five consecutive years i.e.
 2014-2015, 2015- 16, 2016-17, 2017-18 and 2018-19. As per the
 provisions of Section 139 of the Companies Act, 2013, the appointment
 of Auditors is required to be ratified by Members at every Annual
 General Meeting.
 
 Pursuant to Rule 3(7) of the Companies (Audit and Auditors) Rules,
 2014, the aforesaid appointment needs to be ratified by the members at
 the forthcoming Annual General Meeting. Accordingly, on recommendation
 of the Audit Committee, the Board of Directors recommends to the
 shareholders ratification of appointment of M/s Jain Anil & Associates,
 Chartered Accountants, as the Auditors of the Company to hold office
 from the conclusion of this meeting until the conclusion of the Annual
 General Meeting to be held for the financial year 2018-19.
 
 A certificate from M/s Jain Anil & Associates., Chartered Accountants
 that their appointment is within the prescribed limits under Section
 141 of the Companies Act, 2013 has been obtained.
 
 The observations and comments given in the report of the Auditors read
 together with notes to accounts are self-explanatory and hence do not
 call for any further information and explanation or comments under
 Section 134(3)(f) of the Companies Act, 2013. The report does not
 contain any qualification, reservation or adverse remark or disclaimer.
 
 12.Secretarial Audit Report
 
 In terms of Section 204 of the Act and Rules made there under M/s Vijay
 Oganiya & Associates, Practicing Company Secretary have been appointed
 Secretarial Auditors of the Company. The report of the Secretarial
 Auditors is enclosed as Form No. MR-3 to this report. The report is
 self-explanatory and do not call for any further comments.
 
 13.Internal Audit & Controls
 
 The Company continues to engage M/s Himank Desai & Co. as its Internal
 Auditor. During the year, the Company continued to implement their
 suggestions and recommendations to improve the control environment.
 Their scope of work includes review of processes for safeguarding the
 assets of the Company, review of operational efficiency, effectiveness
 of systems and processes, and assessing the internal control strengths
 in all areas. Internal Auditors findings are discussed with the process
 owners and suitable corrective actions taken as per the directions of
 Audit Committee on an ongoing basis to improve efficiency in operations
 
 14. Policy:
 
 During the year the Company Formulated and Adopted Codes under Sebi
 [Prohibition Of Insider Trading) Regulations, 2015, Whistle Blower
 Policy/ Vigil Mechanism, Risk Management Policy and also formulated and
 adopted Code of Independent directors and Code of for Board and Senior
 Management.
 
 1 Board of Directors:
 
 Category                                No. of directors
 
 Non-Executive & Independent                    2
 Directors including the Chairman
 
 Executive Director                             1
 [CEO & Managing Director)
 
 Total                                          3
 
 The Chairman of the Board is an Executive Director.
 
 As required under Section 149[3) of the Companies Act, 2013, & Clause
 49(11) (A) (l)of Listing Agreement, Mrs. Sheela Kadechkaras
 (DIN:06862410), a Woman Director, has been appointed as an Independent
 Director on the Board.
 
 
 Name of Director      Date of       Date of           Category
                     Resignation     Appointment
 
 Mr. VINAY PODDAR       -             02/04/2014    Managing director
 (DIN: 00148171)                                    /CEO/CF0
 
 
 MR.VIN0D               -             20/11/2012    Independent Director
 JAGMOHAN BANSAL
 (DIN: 01921383)
 
 MRS.SHEELA             -             30/06/2015    Independent Director
 SOMNATH
 KADECHKAR(DIN:
 06862410)
 
 MR. ABHIJEET           30/06/2015     18/06/2014   Independent Director
 MITTAL(DIN:
 06384118)
 
 Mrs. Shradha Gupta     01/02/2015     20/11/2012   Independent Director
 (DIN: 06391521)
 
 
 Name of Director             No.of               Committee(s) position
                              Directorship
                              (s) held in
                              Indian
                              public &
                              private              Member       Chairman
                              Limited
                              Companies
 
 Mr. VINAY PODDAR                 1                  1                -
 (DIN: 00148171)
 
 MR.VIN0D                         1                  -                -
 JAGMOHAN BANSAL
 (DIN: 01921383)
 
 MRS.SHEELA                       2                  1                -
 SOMNATH
 KADECHKAR(DIN:
 06862410)
 
 MR. ABHIJEET                     -
 MITTAL(DIN:
 06384118)
 
 Mrs. Shradha Gupta
 (DIN: 06391521)
 
 
 Board Meetings held during the year
 
 Dates on which the Board      Total Strength           No. of Directors
 Meetings were held            of the Board                  Present
 
 April 02,2014                      3                           3
 
 MAY 14, 2014                       3                           3
 
 AUGUST 16th, 2014                  3                           3
 
 SEPTEMBER 05th,  2014              3                           3
 
 November 15th, , 2014              3                           3
 
 FEBRUARY 01th 2015                 3                           3
 
 Name of Director          Attendance at the Board Meetings held on
 
                     02/04/2014    14/05/2014    16/08/2014   05/09/2014
 
 Mr. VINAY                P             P             P            P
 PODDAR
 (DIN:00148171)
 
 MR.  VINOD               P             P             P            P
 JAGMOHAN
 BANSAL
 (DIN:01921383)
 
 MR.ABHIJEET              P             P             P            P
 MITTAL(DIN:
 06384118)
 
 Mrs.  Shradha            P             P             P            P
 Gupta
 (DIN: 06391521)
 
 
 Name of Director          Attendance at the Board         Attendance at
                           Meetings held on                the AGM held
                                                           on 29th
                                                           September 14
                           15/11/2014     01/02/2015
 
 Mr. VINAY                     P               P                P
 PODDAR
 (DIN:00148171)
 
 MR.  VINOD                    P               P                P
 JAGMOHAN
 BANSAL
 (DIN:01921383)
 
 MR.ABHIJEET                   P               P                P
 MITTAL(DIN:
 06384118)
 
 Mrs.  Shradha                 P               P                P
 Gupta
 (DIN: 06391521)
 
 
 COMMITTEES OF THE BOARD.
 
 (a) Audit Committee (mandatory committee)
 
 The composition of the Audit Committee as at March 31, 2015 and details
 of the Members participation at the Meetings of the Committee are as
 under:
 
 Name of Director      Category         Attendance at the Board Meetings
                                                      held on
 
                                         14/05/2014        16/08/2014
 
 Mr. VINAY             Executive              P                P
 PODDAR                and Non-
 (DIN: 00148171)       Independent
 
 MR. VINOD             Non-executive          P                P
 JAGMOHAN              and Independent
 BANSAL
 (DIN: 01921383)
 
 MR ABHIJEET           Non- executive         P                P
 MITTAL(DIN:           and Independent
 06384118)             Independent
 
 
 Name of Director               Attendance at the Board Meetings held on
 
                                14/02/2015      -          -         -
 
 Mr. VINAY                           P          -          -         2
 PODDAR
 (DIN: 00148171)
 
 MR. VINOD                           P          -          -         2
 JAGMOHAN
 BANSAL
 (DIN: 01921383)
 
 MR ABHIJEET                         P          -          -         2
 MITTAL(DIN:
 06384118)
 
 
 The Committee is governed by a Charter which is in line with the
 regulatory requirements mandated by the Companies Act, 2013 and Clause
 49 of the Listing Agreement. Some of the important functions performed
 by the Committee are:
 
 (b) Remuneration Committee
 
 The composition of the Remuneration Committee as at March 31, 2015 and
 details of the Members participation at the Meetings of the Committee
 are as under:
 
 
 Name of Director      Category         Attendance at the Board Meetings
                                                      held on
 
                                        05/09/2014          01/02/2015
 
 Mr. VINAY PODDAR     Executive             P                   P
 (DIN: 00148171)      and Non-
                      Independent
 
 MR. VINOD            Non-                  P                   P
 JAGMOHAN BANSAL      executive
 (DIN: 01921383)      and
                      Independent
 
 MR. ABHIJEET         Non-                  P                   P
 MITTAL(DIN:          executive
 06384118)            and Non-
                      Independent
 
 Name of Director               Attendance at the Board Meetings held on
 
                                -      -          -           -
 
 Mr. VINAY PODDAR               -      -          -           -
 (DIN: 00148171)
 
 MR. VINOD                      -      -          -           -
 JAGMOHAN BANSAL
 (DIN: 01921383)
 
 MR. ABHIJEET                   -      -          -           -
 MITTAL(DIN:
 06384118)
 
 
 (d) Stakeholders'' Relationship Committee (mandatory committee) f
 
 In compliance with the provisions of Section 178 of the Companies Act,
 2013 and the Listing j Agreement, the Board has renamed the existing
 Shareholders''/lnvestors'' Grievance Committee as ; the Stakeholders''
 Relationship Committee.
 
 The terms of reference of the Committee are:
 
 Name of Director      Category         Attendance at the Board Meetings
                                                      held on
 
                                          05/09/2014          28/11/2014
 
 Mrs. Shradha            Executive             P                   P
 Gupta                   and Non-
 (DIN: 06391521)         Independent
 
 MR. VINOD               Non-                  P                   P
 JAGMOHAN                executive
 BANSAL                  and
 (DIN:01921383)          Independent
 
 MR. ABHIJEET            Non-                  P                   P
 MITTALfDIN:             executive
 06384118)               and Non-
                         Independent
 
 
 Name of Director               Attendance at the Board Meetings held on
 
                                01/02/2015       -          -         -
 
 Mrs. Shradha                       P
 Gupta
 (DIN: 06391521)
 
 MR. VINOD                          P
 JAGMOHAN
 BANSAL
 (DIN:01921383)
 
 MR. ABHIJEET                       P
 MITTALfDIN:
 06384118)
 
 
 During the year, no complaints were received from shareholders. The
 balance complaints were under various stages of investigation. As on
 March 31, 2015, no investor grievance has remained unattended/ pending
 for more than thirty days..
 
 Independent Directors'' Meeting
 
 During the year under review, the Independent Directors met on March
 31, 2015, inter alia, to discuss:
 
 * Evaluation of the performance of Non-independent Directors and the
 Board of Directors as a whole.
 
 * Evaluation of the performance of the chairman of the Company, taking
 into account
 
 * Evaluation of the quality, content and timelines of flow of
 information between the Management and the Board that is necessary for
 the Board to effectively and reasonably perform its duties.
 
 * All the Independent Directors were present at the Meeting.
 
 TERMS OF APPOINTMENT & REMUNERATION - CEO & MD
 
 Mr. Vinay Poddar (DIN: 00148171]
 
 Period of Appointment                   3 years w.e.f. April 02, 2014
                                               to April 01, 2017
 
 Salary Grade                                       2,40,000/-
 
 Allowances                                             -
 
 Perquisites
 
 Retrial Benefits                                       -
 
 Performance Bonus
 
 Sign-on Amount                                         -
 
 Deferred Bonus
 
 Minimum Remuneration                                   -
 
 Notice Period & Severance Fees                         -
 
 Other                                                  -
 
 
 15. Extract of annual return:
 
 As required pursuant to section 92(3] of the Companies Act, 2013 and
 rule 12(1) of the Companies (Management and Administration) Rules,
 2014, an extract of annual return in MGT 9 as a part of this Annual
 Report as ANNEXURE I.
 
 16.  General Body Meetings
 
 Particulars of last three Annual general meetings :
 
 Year ended 31st         Venue              Date               Time
 March,
 
 2014                    At the           29/09/2014         11.00 a.m.
                        Registered
                         Office
 
 2013                    At the           30/09/2013         11.00 a.m.
                        Registered
                         Office
 
 2012                    Atthe            29/09/2012         11.00 a.m.
                        Registered
                         Office
 
 
 Year ended 31st         Special Resolutions Passed
 March,
 
 2014                                  -
 
 2013                                  -
 
 2012                                  -
 
 
 17. Extraordinary General Meeting (EGM)
 
 No Extraordinary General Meeting held during the Financial Year
 2014-2015
 
 18.  During the year under review, no resolution has been passed
 through the exercise of postal ballot.
 
 E-Voting Facility to members
 
 Exempt as the Company is SME Listed.
 
 19. Material changes and commitments, if any, affecting the financial
 position of the company which have occurred between the end of the
 financial year of the company to which the financial statements relate
 and the date of the report
 
 No Material changes occurred subsequent to the close of the financial
 year of the Company to which the balance sheet relates and the date of
 the report like settlement of tax liabilities, operation of patent
 rights, depression in market value of investments, institution of cases
 by or against the company, sale or purchase of capital assets or
 destruction of any assets etc.
 
 20. Details in respect of adequacy of internal financial controls with
 reference to the Financial Statements.
 
 The internal financial controls with reference to the Financial
 Statements are commensurate with the size and nature of business of the
 Company.
 
 21.Deposits
 
 The details relating to deposits, covered under Chapter V of the Act,
 
 (a) accepted during the year-NIL
 
 (b) remained unpaid or unclaimed as at the end of the year-NIL
 
 (c) whether there has been any default in repayment of deposits or
 payment of interest thereon during : the year and if so, number of such
 cases and the total amount involved-NIL
 
 22. Particulars of contracts or arrangements with related parties:
 
 The particulars of every contract or arrangements entered into by the
 Company with related parties referred to in sub-section (1) of section
 188 of the Companies Act, 2013 including certain arm''s length
 transactions under third proviso thereto shall be disclosed in Form No.
 AOC-2. As Annexure II to the Board Report.
 
 23.STATUTORY DISCLOSURES
 
 In terms of the provisions of Section 217 [2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the employees are set out
 in the annexure to the Directors'' Report. However, as per the
 provisions of Section 219 (b) (iv) of the said Act read with Clause 32
 of the Listing Agreement, the Annual Report excluding the aforesaid
 information is being sent to all the members of the Company and others
 entitled thereto. Any member interested in obtaining such particulars
 may write to the Company at the registered office of the Company.
 
 24.  Conservation of energy, technology absorption and foreign exchange
 earnings and outgo
 
 The details of conservation of energy, technology absorption, foreign
 exchange earnings and outgo are as follows:
 
 a) Conservation of energy
 
 (i) the steps taken or impact on conservation of          NIL
 energy
 
 (ii) the steps taken by the company for utilizing         NIL
 alternate sources of energy
 
 (iii) the capital investment on energy conservation       NIL
 equipment''s
 
 (b) Technology absorption
 
 (i) the efforts made towards technology absorption        NIL
 
 (ii] the benefits derived like product improvement,       NIL
 cost reduction, product development or import
 substitution
 
 (iii] in case of imported technology (imported during     NIL
 the last three years reckoned from the beginning
 of the financial year]-
 
 (a] the details of technology imported.                   NIL
 
 (b] the year of import;                                   NIL
 
 (c)whether the technology been fully absorbed             NIL
 
 (d) if not fully absorbed, areas where absorption         NIL
 has not taken place, and the reasons thereof
 
 (iv) the expenditure incurred on Research and             NIL
 Development
 
 25.  Human Resources
 
 Your Company treats its human resources as one of its most important
 assets.
 
 Your Company continuously invest in attraction, retention and
 development of talent on an ongoing basis. A number of programs that
 provide focused people attention are currently underway. Your Company
 thrust is on the promotion of talent internally through job rotation
 and job enlargement.
 
 26.  Directors'' Responsibility Statement
 
 The Directors'' Responsibility Statement referred to in clause (c] of
 sub-section (3] of Section 134 of the Companies Act, 2013, shall state
 that
 
 (a] in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 (b) the directors had selected such accounting policies and applied
 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 at the end of the financial year and of the profit and
 loss of the company for that period;
 
 (c) the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets 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; and
 
 (e) the directors, had laid down internal financial controls to be
 followed by the company and that such internal financial controls are
 adequate and were operating effectively.
 
 (f) 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.
 
 27.LISTING WITH STOCK EXCHANGES:
 
 The Company got Listed on 22st October, 2013 on SME Platform of BSE .
 The Company confirms that it has paid the Annual Listing Fees for the
 year 2015-2016 to BSE where the Company''s Shares are listed.
 
 28. Acknowledgements
 
 An acknowledgement to all with whose help, cooperation and hard work
 the Company is able to achieve the results.
 
                          For and on behalf of the Board of Directors of
                          Subhtex (India) Limited
 
 Registered Office:         Mr. Vinay Poddar      Mrs. Sheela Kadechkar
 18, SURTI CHAMBERS,        Managing Director     Director
 2ND DHOBI TALAO LANE.,    (DIN: 00148171)        (DIN: 06862410)
 MUMBAI - 400 002
 
 (PLACE):Mumbai
 (DATE)-.August 24th, 2015
 
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `60.18 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `425.98 Cr की बिकवाली की
  • MARKET CUES : FIIs ने F&O में `1569.80 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `528.06 Cr की बिकवाली
  • MARKET CUES : इंडेक्स ऑप्शंस में `720.14 Cr की बिकवाली
  • MARKET CUES : स्टॉक फ्यूचर्स में `367.32 Cr की बिकवाली
  • MARKET CUES : स्टॉक ऑप्शंस में `45.72 Cr की खरीदारी
  • MPC MEET ON CREDIT POLICY : आज क्रेडिट पॉलिसी का एलान
  • JEFFERIES ON GODREJ PROPERTIES : Buy रेटिंग, लक्ष्य बढ़ाकर `1,040/Sh
  • HDFC : आज से खुलेगा QIP, फ्लोर प्राइस `1,838.94/Sh

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