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B & A Packaging India Ltd Directors Report

Jul 18, 2024|03:40:00 PM

B & A Packaging India Ltd Share Price directors Report


To Members,


Your Directors are pleased to present the Thirty-Seventh Annual Report of B & A Packaging India Limited (‘the Company) together with the audited financial statements of the Company for the year ended 31st March 2023. The highlights of the financial results are set out below.


The summary results are set out below:

(In Rs. Lac)


Year ended 31st March 2023 Year ended 31st March 2022

Revenue from Operations

13151.90 12798.02

Other Income

118.74 96.18

Total Income

13270.64 12894.20

Total Expenditure after adjustment of increase/ decrease of stocks

11563.60 11219.90

Profit from Operations before Depreciation, Finance Cost and Tax

1707.04 1674.30


205.33 144.70

Finance Cost

141.38 130.59

Profit before Tax

1360.33 1399.01

Provision for Tax

Current Tax

396.00 426.00

Income Tax for earlier years

37.84 54.86

Deferred Tax

83.27 5.83

Profit for the year

843.22 912.32

Revenue from operations for the year under review is higher by 2.77% over previous year. PBT was marginally lower by 2.76% over the year. The Earnings per Share (EPS) for the year stood at Rs. 17 which is marginally lower by Rs. 1.39 than previous years level.


Your Company manufactures precision paper sacks and flexible laminates in its two manufacturing divisions. The sacks division serves the packaging needs of business units like tea, food, agricultural and industrial products. The flexible unit has made its own niche and forayed into sectors like fresh and frozen food, beverages, dairy products, pharmaceuticals, snacks and confectioneries.

FY 2023 was yet another challenging year. Business was disrupted due to unprecedented volatility and shortage of input materials, supply chain disruption due to unrelenting war in Ukraine and continued wage inflation.

Despite these challenges your company delivered revenue growth. We could continue to navigate the mitigations plans and prioritized service to the customers over the cost, to long term benefit to our customers. However, continued increase in material and freight cost in post COVID-19 Pandemic environment with knock-on effect of Ukraine war led to a drop-in margin.

Your company recorded an increase in the overall turnover during the year under review. While paper sacks division recorded a reduced turnover, flexi division could achieve the highest turnover. Due to effective cost control total expenditure was lower compared to previous year inspite of increase in turnover on Y-o-Y basis. PBT was marginally reduced as an effect of product mix in as much as margin in Paper sacks is comparatively higher than Flexi. Effective price revision of the products while remaining competitive helped the Company to maintain its margin during the year after absorbing additional input cost due to frequent increase in bought out material price particularly in paper.

Segment wise Performance Review

Focused approach on the growing flexible laminate business continue to pay good dividends. Flexible laminate business accounted for 47 % of the total revenue for the year under review and which reflects improvement on 708 basis points in the share of total revenue. Growth in the paper sack business impacted due to effect of Pandemic coupled with higher competition in Industrial sector especially S.E.Z units. Revenue dipped by 7.37% on Y-o-Y basis in this division. The summarised divisional results are set out below:


Paper Sacks

Flexible Laminates

FY 2022-23 FY 2021-22 FY 2022-23 FY 2021-22

Revenue from Operations

7027.42 7586.87 6124.48 5211.15

Profit before tax

982.28 1236.09 519.43 293.51

The dip in the volume of sales in mancozeb solutions and skimmed milk powder segment had a denting effect on the revenue stream of Paper Sacks division. The mancozeb sector was affected by the decrease in export orders from South American market. Milk powder segment was effected due to higher competition in this segment. Lower export intake of packaging solutions due to slump in the demand from EU counties as well as Middle East posed challenges before Indian sacks manufacturers. After effects of lockdown and container shortage affected paper availability at the beginning of the year. As a result prices of paper increased substantially. The situation further worsened due to outbreak of war as a significant portion of Kraft paper pulp is supplied by European manufacturers. The rising paper price affected our sale of paper sacks in some industrial segments as they shifted to alternate packaging. However, we achieved significant growth in the tea sector and spur in the growth in carbon black sector provided welcome relief. Carbon black is a huge market for paper sack industry and it is expected that growth in this sector will fillip the revenue of the paper sack division in the years to come. After installation of new tuber and bottomer machine your company has developed new product lines with multicolour and attractive printing which will help differentiating our products significantly from existing products available in the market.

The revenue growth in the flexible packaging division was augmented catering the surge in the demand from food sector particularly confectioneries and dairy segment and some other consumer durable products. Your company could sustain its growth in the highly competitive market by offering end-to-end solutions across flexible packaging spectrum. Your company has continuously rejigged its product portfolio to cater to the needs across various industrial sectors. Irrespective of multiple escalations in prices of Polymer being the main consumption material of this division and lower export offtake of marine products this division could sustain its budgeted growth by offering value added products to its customers. Viable pricing of the products to absorb the increase in consumption cost has reaped its benefit and the division could increase its profitability margin on Y-o-Y basis.

Corporate Initiatives and Works

R&D activity took a key driver to your Companys growth. The R&D team alongwith divisional heads successfully blended their knowledge in paper technology, polymer science, conversion processes and engineering solutions into creativity and innovations which has led to superior product offerings. This creativity and innovation has been our key focus and driving force for our competitive advantage and growth over the years.

We have taken up a series of modernization programme in our plants at Balasore during the last couple of years like installation of new poly plant with accessories in flexi unit, new dyer unit in paper sacks division, which has led to superior product offering. During the year under review new Tuber and Bottomer machines were installed in the paper sacks division to gear up with the value added product differentiation. One polyliner machine was also installed in the paper sacks division.

Installation of these machines have resulted in significant reduction in cost. Your company is continuously strengthening its distribution channels to execute higher quantum of orders at minimum lead time delivery.


The Company has been accredited with British Retail Consortium (BRC: lop) which is acknowledged as a global benchmark for food safety, for its facilities at Balasore factory besides ISO accreditations (DNV) in environmental, food safety and quality systems.


Despite increase in turnover and disruptions in supply chain, strict control over receivables restricted the CC utilization during the year under review by less than 27% of the borrowing power of the Company. Margin impact on interest cost arising out of investment in CAPEX was controlled by sourcing repayment through internal accruals. Average rate of interest was kept minimum by using appropriate mix of debt through better negotiations. Financial parameters like, Debt Service Coverage Ratio, Interest Coverage Ratio, Debt Equity Ratio were all at healthy levels during the year under discussion. Faster realization from customers and better inventory management ensured stable cash flow during the year. Directors are pleased to inform you that the Company continues to enjoy CRISIL BBB/Stable rating for its long term bank borrowings.


Even at a time when packaging industry is shying away from making additional investment due to margin pressure your company continued to invest in new and improved machineries while upgrading its existing facility with new tools to ensure best-inclass product is delivered. Your company has taken a ‘Mantra to sustain to an error free workflow with a vision to deliver ‘Zero-defect-products to its customers in time to come. The new machineries are preferred processes due to high print quality, quick job changeovers, ease in use and higher production speed.

Information Technology

Digital transformation is a major driver for growth and performance. We continue to invest in new technologies to create an intelligent workplace. Due to exceptional length of the Pandemic and physical distancing guidelines dependency on IT has further increased during the last couple of years. At B & A Packaging, nurturing a digital culture has become a key focus area of the management. To make our company more cost-efficient, nimble footed, cloud- based and green, management has been able to instill a digital mindset across the Company. The digitization journey so far has penetrated several key functions of the Company like, sales and service network, supply chain, human resources and finance. This initiative is helping the Company immensely to create data dashboards for real time decision making. Data security continues to be paramount importance and your company continuously evaluates its cyber security solutions keeping in mind increased cyber risks. Our efforts are directed towards ensuring business continuity in case of any unforeseen event.


The packaging industry in India is one of the fastest growing sectors and it is expected to register a CAGR of 12.60% during 2022 - 2027 as per available reports. The demand for packaging in India has expanded drastically, spurred by the rapid growth in consumer markets, especially in processed food, personal care, and pharmaceutical end-user industries.

Over the last few years, packaging industry has been a key driver of technology and innovation, contributing to various manufacturing sectors, including agriculture and the fast-moving consumer goods sectors. The packaging industry is driven by the factors such as rising population, increasing income levels, and changing lifestyles and it is anticipated that each of these factors will drive consumption across various industries leading to higher demand for packaging products. Moreover, demand from the rural sector for packaged products is fueled by the growing media penetration through the internet and television.


Your company steadily progressed over the years by engaging technical ability, creativity and innovative skills to engineer packaging solutions across its product spectrum which has resulted increase in its market share. As the packaging industry is increasingly becoming technology oriented with innovations driving the market the efforts of the Company has been directed towards investing in technology to increase shelf life and reducing cost of its products to the extent practicable. Three-point key strategy that will drive the Company forward are:

• Accelerate growth in the food segment business

• Building wallet share in paper based packaging

• Reducing offtake in low contributory sectors and sustain to multi-year projects

The following enablers will help us achieving our long term strategy:

• Segmented play: Strengthen niche portfolio

• Sustainability: Lead the vertical with product, process and people

• Cost saving: Drive a multiyear program for sustained savings

• Innovation: Introducing innovative product portfolio based on customer demand


According to the Indian Institute of Packaging (IIP), packaging consumption in India has increased by nearly 200% in the last decade, from 4.3 kilograms per person per annum in 2010 to 8.6 kilograms in 2020. Despite the sharp growth over the last decade, this industry remains a large space for growth compared to other developed countries worldwide. Furthermore, India is emerging as an organized retail destination globally. The presence of e-commerce is increasing rapidly and is bringing around a revolution in the retail sector, driving the need for quality packaging.

Retailers are now leveraging digital retail channels, thus enabling wider reach out to customers with fewer amounts of money spent on real estate. Thus, organized retail services and the boom in e-commerce offer enormous potential for the future growth of retailing in India, which in turn is promoting the growth of the packaging sector.

However, the market is expected to be significantly challenged due to fluctuation in raw materials pricing, dynamic changes in regulatory standards, growing environmental concerns, limited effective recycling of mixed plastic waste, ineffective plastic recovery, and a lack of modern and advanced machinery in India for the packaging sector. The volatile trend in crude oil and demand for polymers in competing applications has an increasing pressure on input costs that fluctuate raw materials prices. Recent disruptions due to Russias invasion of Ukraine and Chinas stringent Zero Covid policy caused substantial supply chain disruption and aggravated the challenges for the packaging sector in India.


The Board of Directors of the Company ("the Board") and the Risk Cell constituted with the senior management team led by the Managing Director review the business risks to which the Company is exposed alongwith mitigation measures at periodic intervals. The Risk Management Policy and the constitution of risk cell are available in the companys website at https://www.bampl.com/ policy/risk-management-policy.pdf.

Key risk areas to which your company is exposed include:

Frequent escalation in raw material prices

To mitigate this risk the Company continues to identify and establish alternative sources of supply and alternative materials to maintain uninterrupted supply and control over material cost. Effective negotiations while procuring the materials kept a continuous watch on the price movements barring enough stocks to execute orders.

Economic downturn-This could impact companys markets leading to business slowdown; however, majority of companys products are linked with daily necessity of the consumers and their demand generally are not much impacted with downturn.

Currency volatility-The paper based packaging mostly depends on imported paper supplies which is exposed to currency rate fluctuations. Your company has the policy of hedging the trade exposures through forward contract.

Competition-Your Company operates in a highly competitive market where retaining long-term customer is a challenge. Your company always focuses on quality, shorter lead time and after sales service to maintain high customer satisfaction.

Progressive wage increase-Your company has deployed asset productivity improvement initiatives to manage accelerating employee cost.

Product pricing: Revision of pricing from time to time is required to absorb additional cost to the extent practicable while remaining competitive.


Details of significant changes in key financial ratios as on 31st March 2023 compared to previous financial year are enclosed as Annexure-1.


The Board does not propose any amount to be transferred to any reserve.


The Board has recommended a final dividend of 15% i.e. Rs. 1.50 per equity share of Rs. 10 each in the Company for the financial year 2022-23. The distribution of dividend will result in payout of Rs. 74.40 lac if approved by the Shareholders in the ensuing Annual General Meeting (AGM).


The Company had no outstanding deposit as on 31st March 2023.


As on 31st March 2023, the Directorate of the Company consists of five directors, three of them are independent. The composition of the directorate is in conformity with the provisions of the Companies Act 2013 (the Act) allied rules and regulations and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR)].

Mrs. Anuradha Farley has been appointed as Chairman of the Board. The particulars of the directorate and the key managerial personnel are given under para 1 of the Corporate Governance Report which forms part of this Annual Report.

By virtue of section 152 of the Act Mrs. Anuradha Farley, Director retires by rotation at the forthcoming AGM and being eligible offers herself for reappointment.

The current tenure of Mr. Somnath Chatterjee as Managing Director ends on 11th November 2023. Pursuant to Reg. 17(1C) of SEBI (LODR) read with applicable provisions of the Act and rules framed thereunder, the Board in its meeting held on 24th May 2023 has re-appointed Mr. Somnath Chatterjee as Managing Director of the Company for a period of 3 years with effect from 12th November 2023. His reappointment is subject to the approval of the shareholders in the ensuing AGM.

Mr. Basant Kumar Goswami, Independent Director retires on 31st March 2024 on completion of his initial term of directorship. The Board on recommendation made by Nomination and Remuneration Committee of Directors proposed to reappoint Mr. Goswami with effect from 1st April 2024 for a 2nd term of five consecutive years to hold office upto 31st March 2029 and seeks approval of the shareholders to reappoint him in the ensuing AGM. Since Mr. Goswami has attained the age of 75 years on 28th January 2010 consent of the shareholders is also required to hold office of non-executive director by Mr. Goswami on his attaining the age of 75 years till completion of his proposed term of appointment as Independent Director.

A brief resume, expertise and shareholding in your company together with details of other directorships of Mrs. Anuradha Farley, Mr. Basant Kumar Goswami and Mr. Somnath Chatterjee are given in the Corporate Governance Section of the Annual Report. Necessary resolutions to re-appoint Mrs. Farley, Mr. Chatterjee and Mr. Goswami are embodied in the notice calling the AGM.

None of the Directors on the Board as on 31st March 2023 has been debarred or disqualified from being appointed or continuing as Directors by Ministry of Corporate Affairs, Government of India or Securities and Exchange Board of India or any such Statutory Authority of India.

A certificate in this regard from a Practicing Company Secretary is enclosed as Annexure- 2 and forms part of this report.


Mr. Somnath Chatterjee, Managing Director; Mr. D. Chowdhury, Company Secretary and Mr. G. Mukhopadhyay, Chief Financial Officer, hold the position of key managerial personnel in terms of section 203 of the Act.


All Independent Directors have given declaration to the Company certifying their independency in terms of section 149(6) of the Act, and the same were placed and noted by the Directors present in the meeting of the Board held on 24th May 2023.


In terms of section 134 (3) of the Act read with SEBI (LODR), the Company had laid down the criteria for reviewing the performance of its Board of Directors, Committees of the Board and individual Directors. The evaluation process of Directors inter alia considers attendance of the Directors at Board and Committee meetings, acquaintance with business, communicating inter se board members, effective participation in meetings, domain knowledge, and compliance with code of conduct, vision and strategy.

The evaluation process and criteria for evaluating the performance of the Directors are available in detail at the website of the Company at the following web-link: https://www.bampl.com/policy/nomination- remuneration-policy.pdf.

The Board evaluated its own annual performance including that of its Committees in the meeting of the Board of Directors held on 24th May 2023. The Board in the same meeting evaluated performance of the individual Directors on the basis of recommendations made by the respective Committee.


The particulars of the meetings of the Board of Directors held during the financial year ended 31st March 2023 have been furnished under para 1.4 of the Corporate Governance Report forming part of the Annual Report.


In terms of section 149 of the Act read with schedule IV of the said Act, a separate meeting of the Independent Directors of the Company was held on 11th February 2023.


The Board had constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Share Transfer Committee of Directors in terms of respective provisions of the Act and SEBI (LODR).

The constitution, terms of references and policies of these committees have been discussed in detail in the Corporate Governance section of the Annual Report. There were no instances where the Board did not accept the recommendations of the Audit Committee.


The Board of Directors in compliance with the provisions of section 178(3) of the Act, on recommendation made by the Nomination and Remuneration Committee of Directors formulated the Nomination and Remuneration Policy of the Company. The said policy is available at the website of the Company at the following web-link: https:// www.bampl.com/policy/nomination-remuneration- policy.pdf.

The information required pursuant to section 197 of the Act read with rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 in respect of employees of the Company will be provided upon request. In terms of section 136 of the Act the Directors Report and Financial Statements are being sent to Members and others excluding the information on employees particulars which are available for inspection by the Members of the Company upto the date of the AGM. Any Member interested in obtaining a copy may write to the Company. Further it is confirmed that there was no employee employed throughout the financial year or part thereof, who has drawn an aggregate remuneration in excess of remuneration drawn by the Managing Director of the Company and holds himself or alongwith his spouse and dependent children not less than two percent of the equity shares in the Company.

Disclosure in terms of section 197 of the Act read with rule 5(1) of the Companies (Appointment & Remuneration) Rules, 2014 regarding remuneration paid to Directors and Key Managerial Personnel for the financial year ended 31st March 2023 is given in para 2.2e of the Corporate Governance Section of the Annual Report.


As required under section 134(5) of the Act, your Directors 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. They 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 as at 31st March 2023 and of the profit of the Company for the financial year ended 31st March 2023;

c. They 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. They had prepared the annual accounts on a going concern basis;

e. They had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively.

f. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The objective of such controls is to ensure efficient usage and protection of companys resources, accuracy in financial reporting and due compliance of statutes and procedures. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of the business operations. The Statutory Auditors have also given an unmodified opinion on the internal financial controls on the financial reporting process in their report.

The Company has engaged a reputed firm of Chartered Accountants manned with trained professionals to undertake internal audit functions. The pre-audit and post-audit checks and reviews are carried out to ensure follow-up on the observations made by the audit team. The Audit Committee in its periodic meetings reviews the internal audit reports, progress in implementation of their recommendations and adequacy of internal controls systems.


M/s. Ghosal, Basu & Ray, Chartered Accountants, Kolkata (fRn 315080E) were reappointed as Statutory Auditors of the Company for a second term of five years in the Annual General Meeting held on 1st September 2022.

The report given by the Statutory Auditors on the Financial Statements of the Company for the financial year ended 31st March 2023 forms part of the Annual Report. There was no qualification, reservation, adverse remark or disclaimer in the report.


During the year under review the Company has maintained adequate cost accounts and records as specified under Section 148(1) of the Act with respect to flexible packaging business.

M/s. Mou Banerjee & Co., Cost and Management Accountants (FRN 000266) were appointed as Cost Auditors to carry out the Cost Audit of the applicable business of the Company for the financial year ended 31st March 2023. They are eligible for reappointment.


M/s T Chatterjee & Associates, Practicing Company Secretaries (FRN P2007WB067100) carried out the Secretarial Audit of the Company as envisaged under section 204 of the Act read with 24A of the SEBI (LODR) for the financial year 2022-23. The Secretarial Audit Report is attached with the Board Report as Annexure-3. Necessary clarification to the observations made by the Secretarial Auditors in their report has been furnished in para 5.3 of the Corporate Governance Report which forms part of the Directors report.

None of the Auditors of the Company has reported any fraud as specified under the second proviso of section 143(12) of the Act.


In terms of SEBI (LODR) a certificate from a Practicing Company Secretary on compliance of Corporate Governance Norms is attached with the Directors report as Annexure-4 and forms part of Annual Report.


The Board has adopted a policy on related party transactions to determine the materiality of transactions with related parties and strategy for dealing with the same. The policy is in conformity with Regulation 23 of SEBI (LODR) and has been reviewed and renewed by the Board of Directors from time to time.

The said policy is available at the website of the Company at the following web-link: https:// www.bampl.com/policy/policy-on-related-party- transactions.pdf.

In terms of section 134 of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 particulars of contracts/arrangements with related parties entered into by the Company during the financial year under review in form AOC-2 is attached as Annexure- 5 and forms part of the Directors Report.


The Corporate Social Responsibility (CSR) initiatives of the Company are directed by the Board; thrust area being supporting child education, promoting health care and rural development. The CSR Policy of the Company as approved by the Board of Directors is available at the website of the Company at the web-link: https://www.bampl.com/ policy/policy-on-csr.pdf.

In terms of rule 9 of the Companies (Accounts) Rules, 2014 read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, Annual Report on CSR activities containing brief outline of the CSR policy, CSR initiatives undertaken and expenditure made during the year is attached as Annexure- 6 and forms part of the Directors Report.


The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as envisaged in section 134(3) of the Act read with Companies (Accounts) Rules, 2014 is attached as Annexure- 7 and forms part of this report.


The Annual Return of the Company in draft for the financial year ended 31st March 2023 in the prescribed format in accordance with the Act is available at the website of the Company at the following web-link: https://www.bampl.com/annual- return/MGT-7-of-B-&-A-Packaging-India-Ltd-for- the-Financial-Year-2022-23.pdf.


In terms of section 177(10) of the Act read and regulation 22 of the SEBI (LODR) your Directors have adopted a Vigil Mechanism/Whistle Blower Policy to report and deal with genuine concern raised by a whistle blower. The said policy has been posted at the website of the Company and is available at http://www.bampl.com/policy/vigil- mechanism.pdf. Contact details of the vigilance officer is also available at the website. During the year under review no complaint has been reported under the policy.


Your Directors confirm that there was no material changes and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.


One of the key strength of your company is its people. The Company employed around 145 individuals as permanent employees across its works and offices who share a passion for excellence. The key attributes that excelled their performance are knowledge base, expertise and experience. HR policies of the Company are focused on developing the potential of each employee. With this premise, a comprehensive set of HR policies are in place, aimed at attracting, retaining and motivating employees at all levels.

Employee relations remained cordial throughout the year and your Directors wishes to convey their gratitude and place on record their appreciation for all executives, staff and workers at all levels for their dedicated hard work, solidarity, cooperation and dedication under difficult circumstances which

has ensured steady growth and progress of the Company over the years.


Your Directors state that during the year under review:

a. The Company complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

b. The Company made no scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of Employees/Directors.

c. The Company did not give any loan or provided any guarantee or made any investments which were covered under section 186 of the Act.

d. The Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

e. There was no change in the share capital or nature of business of the Company; and

f. There were no significant or material orders passed by the Regulators or Courts or Tribunals which would have impacted the going concern status of the Companys business.

For and on behalf of the Board of Directors

B & A Packaging India Limited

Somnath Chatterjee

Anjan Ghosh

Place: Kolkata

Managing Director


Date: 24th May 2023

DIN: 00172364


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