Dear Members,
th
Your directors have
pleasure in presenting you their 28 Annual Report on the business and operations of the
company together with the Audited
st
Financial Statement of
the Company for the year ended 31 March 2023.
FINANCIAL SUMMARY
PARTICULARS |
CURRENT YEAR 31/03/2023 |
PREVIOUS YEAR 31/03/2022 |
Net Sale/Income
from Operations |
21992.07 |
13503.30 |
Other Income |
2.91 |
1.35 |
Total Income |
21994.98 |
13504.65 |
Profit before
Finance Charges, Depreciation & Tax |
320.25 |
282.15 |
Finance Charges |
208.98 |
161.35 |
Depreciation |
38.63 |
40.15 |
Pro it Before Tax
before exceptional items |
72.64 |
80.65 |
Exceptional items |
0 |
52.07 |
Pro it Before Tax
after exceptional items |
72.64 |
132.72 |
Provision for Tax |
21.13 |
42.72 |
Profit After Tax |
51.51 |
90 |
Balance of Pro it
Brought Forward |
632.55 |
542.55 |
Balance available
for appropriation |
684.06 |
632.55 |
Proposed Dividend
on equity shares |
- |
- |
Tax on proposed
Dividend |
- |
- |
Transfer to
General Reserve |
- |
- |
Surplus carried to
next years account |
684.06 |
632.55 |
Earning Per Share
(EPS) - |
||
Basic |
0.47 |
0.82 |
Diluted |
0.47 |
0.82 |
DIVIDEND:
As company required
funds for business and growth, no Dividend is recommended for the year under review.
TRANSFER TO RESERVE
During the year under
review, no amount was transferred to General Reserve.
TRANSFER OF UNCLAIMED
DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of
Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared
and paid last year.
OPERATIONAL REVIEW:
The Turnover for the
Financial Year ended on 31/03/2023 is Rs. 21992.07Lacs as compared to Rs. 13503.30 Lacs
last year. Net pro it of the company before exceptional items and tax is Rs. 72.64Lacs as
compared to Rs. 80.65 Lacs last year. The company is engaged in marketing business of
variety of paper like duplex, kraft, waste paper, art paper, poster paper etc. During the
_inancial year, there is no change in the nature of business of company
FUTURE PROSPECTS
The Indian paper and
paperboard packaging market is projected to grow at a CAGR of 6.6 per cent until 2027. The
industry witnessed a rise in sales volumes, higher production, and a remarkable 45 per
cent growth in sales revenues in FY23.
Paper industry is
expected to grow in sync with economic growth recording 6-8% growth per annum.
Paper Industry in
India is exhibiting one of the fastest growths being witnessed anywhere in the world and
is most likely to continue this growth trajectory in the years to come as Indian economy
is better placed to weather the storm caused by global upheavals, said A S Mehta,
President, Indian Paper Manufacturers Association (IPMA).
The Global Indian
Paper & Pulp Market is growing at a CAGR of 13.4% during forecasting period 2022-2029.
The global paper and
paperboard packaging market size was worth around USD 203 billion in 2021 and is predicted
to grow to around USD 243
billion by 2030 with a
compound annual growth rate (CAGR) of roughly 2.25% between 2022 and 2030.
The packaging paper
segment has grown quickly, thanks partly to the ourishing e-commerce sector, particularly
after the Covid-19 pandemic. According to one estimate, Indias e-commerce business is
expected to grow from $29 billion in 2020 to just over $100 billion by 2025. This trend
has led to a growing need for packaging materials, including corrugated boxes, cartons,
and wrapping papers.
E ective and ef icient
packaging solutions have become paramount as more consumers turn to online shopping for
their daily needs. In addition,
packaging paper and
paperboard provide an eco-friendly solution for businesses seeking to deliver their
products safely and ef iciently.
Rising income has
boosted consumer spending, with more people buying products with high-quality packaging
solutions. The Indian paper
industry has tapped
into this opportunity by capitalizing on the growing demand for high-quality paperboard
and packaging paper.
The increasing demand
for high-quality paperboard and packaging paper has encouraged paper manufacturers to
introduce innovative products and expand their distribution channels. In addition,
increasing consumer demand has allowed them to cater to a broader range of consumers who
demand safe and secure packaging solutions.
Consumer preferences
are also undergoing a signi icant transformation, as 60% of consumers indicate that
socially responsible or sustainable products constituted at least half of their most
recent purchases. Moreover, almost 50% of global consumers have acknowledged paying a
premium, averaging 59%, for sustainable or socially responsible products.
The market shift
towards sustainable and environmentally friendly products, combined with the upsurge in
e-commerce and rising income
levels, has created a
favourable environment for paper manufacturers to invest in paperboard and packaging
paper.
MATERIAL CHANGES AND
COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE
ENDS OF THE FINANCIAL
YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes
and commitments a ecting the _inancial position of the Company occurred between the ends
of the _inancial year to which
these _inancial
statements relate on the date of this report.
SIGNIFICANT AND
MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN
STATUS AND COMPANYS
OPERATIONS IN FUTURE
There are no signi
icant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and companys
operations in future.
INTERNAL CONTROL
SYSTEMS AND THEIR ADEQUACY
The Company has an
Internal Control System, commensurate with the size, scale and complexityof its
operations. The Internal Audit Department monitors andevaluates the ef icacy and adequacy
of internal control system in the Company, its compliancewith operating systems,
accounting procedures and policies at all locations of the Company. Based on the report of
internal audit function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls.
DEPOSITS
The Company has
neither accepted nor renewed any deposits during the year under review.The Company has not
taken any unsecured loans from directors during the _inancial year 2022-23.
AUDITOR AND AUDITORS
REPORT:
(a) STATUTORY AUDITOR
M/s. Goel Singhal
& Associates, Chartered Accountants, Muza arnagar, (Firm Registration number 006496C)
were appointed as Statutory
th th
Auditors of your
Company at the 27 Annual General Meeting held on 30 September, 2022, for a term of _ive
consecutive yearsto hold of ice from
th nd
the conclusion of the
27 Annual General Meeting until the conclusion of 32 Annual General Meeting of the Company
to be held in the calendar year 2027.
The Report given by
the Auditors on the _inancial statement of the Company is part of this Report. There has
been no quali ication, reservation, adverse remark or disclaimer given by the Statutory
Auditors in their Reporton the _inancial statements for the year ended March 31, 2023.
(b) SECRETARIAL
AUDITOR
Pursuant to the
provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed
ShaillyGoel& Co., Company Secretaries to undertake the Secretarial Audit of the
company for the _inancial year 2022-23.The Secretarial Audit Report is annexed herewith as
Annexure I.
st
The Board noted that
there is no observation made in the Secretarial Audit report for the _inancial year ended
31 March 2023.
(c) COST AUDITOR
As your company is
trading company &due to non applicability of section 148 and applicable provisions of
the Companies Act, 2013 and the Companies (Cost Recordsand Audit) Rules 2014, the Company
is not required to appoint cost auditor for audit of cost records.
SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE COMPANIES
st
As on 31 March, 2023,
there were no associate, Subsidiary or Joint Venture of the Company.
SHARE CAPITAL
st
The paid up equity
share capital as on 31 March, 2023 was Rs. 11,00,00,000. Further the company has not
bought back any of its securities, has not issued any Sweat Equity Shares, has not
provided any Stock Option Scheme to the employees and no Bonus Shares were issued during
the year under review.
ANNUAL RETURN
Pursuant to the
provisions of Section 92(3) and Section 134(3)(a) of Companies Act 2013 the company has
_iled its annual return for the _inancial
s t
year ended 31 March,
2022 & the same has been uploaded on the website of the Company under the
linkhttps://www.neerajpaper.com/
les/annual-returns/NEERAJ_ARET_FY2021-22.pdf.
COMPLIANCE WITH
SECRETARIAL STANDARDS
The Company is in
compliance with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central Government under Section 118(10) of the
Act.
LISTING WITH STOCK
EXCHANGES:
The Company con irms
that it has paid the Annual Listing Fees for the year 2023-2024 to BSE Limited where the
Companys Shares are listed.
CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO ETC
Information on
conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo
required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014 are provided hereunder:
Since the company is
not a manufacturing company, thereforethe conservation of Energy, Technology absorption is
not applicable.
(A) Conservation of
Energy:
All e orts are made to conserve and optimize use of
energy with continuous monitoring and to reduce its electricity consumption during the
_inancial year.
(i) the steps taken or
impact on conservation of energy; -NIL
(ii) the steps taken
by the company for utilising alternate sources of energy; -NIL (iii) the capital
investment on energy conservation equipments; -NIL
(B) Technology
absorption:
Since the company is
involved in the trading activities, no speci ic expenses are made towards technology
absorption during the _inancial year.
(i) the e orts made
towards technology absorption; -NIL
(ii) the bene its
derived like product improvement, cost reduction, product development or import
substitution; -NIL
(iii) in case of
imported technology (imported during the last three years reckoned from the beginning of
the _inancial year) -NIL
(a) the details of
technology imported; (b) the year of import;
(c) whether the
technology been fully absorbed;
(d) if not fully
absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure
incurred on Research and Development. -NIL
(C) Foreign exchange
earnings and Outgo:
There is no Foreign
exchange earnings and out lowof the company during the _inancial year.
DIRECTORS AND KEY
MANAGERIAL PERSONNEL
During the year under
review there is change in the Board of Directors of the company.Mr. Ankur Sangal (DIN
:01095679 ) Non- Executive Independent Director of the company, has resigned with e ect
from 30th September, 2022 due to other personal commitments and reasons, which is causing
dif iculty in devoting time for execution of his duties as an independent Directors of the
company. Further he also con irmed to the company that he has no other material reasons
other than those provided.
Further to _ill the
vacancy on the basis of recommendation of Nomination And Remuneration Committee, the Board
in its meeting held on 29th August, 2022 recommended and approved the appointment of Mr.
Gagan Aggarwal (DIN: 07530116)asNon- Executive Independent Director of the company for the
term of First Five years w.e.f 30th September, 2022 and Shareholders of the company
approved the appointment of Mr. Gagan
th
Aggarwal (DIN:
07530116) as Non- Executive Independent Director of the company for the term of First Five
years w.e.f 30 September, 2022 by the way of Special resolution passed in the 27th Annual
General Meeting held on 30th September, 2022.
gn:justify;mso-pagination:
none;mso-layout-grid-align:none;text-autospace:none>During the year under
review there is change in the Key Managerial Personnel of the company. Ms. Mansi, Company
Secretary of the Company has resigned from her post w.e.f 02.09.2022 due to some
commitments and personal growth. Further to _ill the vacancy and on the basis of
recommendation of the Nomination & Remuneration Committee, the Board approved the
appointment of Ms. Deepa Kumari as Company
Secretary of the
Company w.e.f 03.09.2022 in the Board meeting held on 29th August 2022.
Further, the term of
Mr. Deepak Goel (DIN 00200527) and Mr. Parveen Kumar Goel(DIN 00014638), holding position
of Whole Time Director of the Company ended on 12th August 2022. On the basis of
recommendation of Nomination and Remuneration Committee, the Board in its meeting held on
10th August, 2022 and Shareholder in the 27th Annual General Meeting held on 30th
September, 2022 approved the reappointment of Mr. Deepak Goel and Mr. Parveen Kumar Goel
as Whole Time Director of the Company for the term of next three years with e ect from
10th August, 2022 by the way of Special resolution.
Except that there was
no change in the Key Managerial Personnel of the Company.
In terms of the Act,
the following are the KMPs of the Company as on 31st March 2023:
1. Mr. Deepak Goel |
- Whole Time Director |
2. Mr. Parveen
Kumar Goel |
- Whole Time Director |
3. Ms. Deepa
Kumari |
- Company Secretary |
4. Mr.Vipin Kumar
Goel |
- Chief Financial Of
icer |
The company had
received the declarations from the Independent Directors con irming that they meet the
criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and
Listing Regulations.The names of all the Independent Directors of the Company have been
included in the Independent Directors databank maintained by Indian Institute of
Corporate A airs (IICA).
The Board is of the
opinion that the Independent Directors of the Company possess requisite quali ications,
experience and expertise in the _ields of legal, industry experience, strategy, _inance
and governance, IT and human resources, safety and sustainability, etc. and that they hold
the highest standards of integrity.
In accordance with the
provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Amit
Agarwal (DIN: 01336763),Director of the Company retire by rotation at theensuing Annual
General meeting and being eligible o er himself for reappointment.
The Board recommend the resolution for your
approval for the above reappointment.
.
a) Board Evaluation
Pursuant to the
provisions of the Companies Act, 2013 and Listing Regulation, the annual evaluation of the
performance of the Board, its Committees and of individual directors has been made. The
manner in which the evaluation has been carried out has been explained in the Corporate
Governance Report.
b) 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.The policy is
available on the
website of the company under the link https://www.neerajpaper.com/
les/polices-disclosures/pd_10.pdf.
c) Meetings
During the year
_iveBoard Meetings and one independent directors meeting was held. The Details of which
are given in CorporateGovernance Report.The provisions of Companies Act,2013 and listing
regulations were adhered to while considering the time gapbetween two meetings.
VIGIL MECHANISM
Pursuant to the
Listing Regulation and as per Section 177 of the Companies Act, 2013 the company has
established a vigil mechanism/Whistle Blower policy for the directors and employees to
report genuine concerns or grievances about unethical behaviour, actual or suspected fraud
or violation of the companys Code of Conduct or Ethics Policy.The policy is available on
the website of the company under the link
https://www.neerajpaper.com/
les/vigil-mechanism/vg_0001.pdf.
COMMITEES OF THE BOARD
a) AUDIT COMMITTEE
st th
From 1 April, 2022 to
30 September, 2022, the Audit Committee comprised of the following members:
1. Mr. Ankur
Sangal *( Non-Executive Independent Director) |
- |
Chairman |
2. Mr. AmitAgarwal
( Non-Executive Director) |
- |
Member |
3. Ms. Neha
Agarwal( Non-Executive Independent Director) |
- |
Member |
th
During the year the
Audit Committee of the Company reconstituted with the approval of Board in their meeting
held on 29 August 2022
th
w.e.f 30 September,
2022 and as on 31stMarch 2023 the committee comprised of the following members:
1. Mr. Gagan
Aggarwal *( Non-Executive Independent Director) |
- |
Chairman |
2. Mr. AmitAgarwal
( Non-Executive Director) |
- |
Member |
3. Ms. Neha
Agarwal( Non-Executive Independent Director) |
- |
Member |
th
*Mr. Ankur Sangal
resigned from the directorship on 10th August, 2022 w.e.f 30 September, 2022 and Mr. Gagan
Aggarwal was
th
Non-Executive
Independent director of the company w.e.f 30 September, 2022. All the recommendations made
by Audit committee were accepted by the Board. b) NOMINATION AND REMUNERATION COMMITTEE
st th
From 1 April, 2022 to
30 September, 2022, the Nomination and Remuneration Committee comprised of the following
members:
1. Mr. Ankur
Sangal*(Non- Executive, Independent Director) |
- |
Chairman |
2. Ms. Pooja
Bhardwaj (Non- Executive, Independent Director) |
- |
Member |
3. Mr. AmitAgarwal
(Non-Executive Director) |
- |
Member |
During the year the
Nomination and Remuneration Committee of the Company reconstituted with the approval of
Board in their meeting
th th
held on 29 August 2022
w.e.f 30 September, 2022 and as on 31stMarch 2023 the committee comprised of the following
members:
1. Mr. Gagan
Aggarwal* (Non- Executive, Independent Director) |
- |
Chairman |
2. Ms. Pooja
Bhardwaj (Non- Executive, Independent Director) |
- |
Member |
3. Mr. AmitAgarwal
(Non-Executive Director) |
- |
Member |
th
*Mr. Ankur Sangal
resigned from his directorship on 10thAugust, 2022 w.e.f 30 September, 2022 and Mr. Gagan
Aggarwal was appointed as
th
Non-Executive
Independent director of the company w.e.f 30 September, 2022.
c) STAKEHOLDER
RELATIONSHIP COMMITTEE:
st th
From 1 April, 2022 to
30 September, 2022, the Stakeholder Relationship Committeecomprised of the following
members:
1. Mr. AmitAgarwal
(Non-Executive Director) |
- |
Chairman |
2. Mr. Deepak
Goel(Whole Time Director) |
- |
Member |
3. Mr. Ankur
Sangal *(Non-Executive Independent Director) |
- |
Member |
During the year the
Stakeholder Relationship Committee of the Company reconstituted with the approval of Board
in their meeting held on 29thAugust 2022 w.e.f 30th September, 2022 and as on 31stMarch
2023, the committee comprised of the following members:
1. Mr. Amit
Agarwal (Non-Executive Director) |
- |
Chairman |
2. Mr. Deepak Goel
(Whole Time Director) |
- |
Member |
3. Mr. Gagan
Aggarwal* (Non-Executive Independent Director) |
- |
Member |
*Mr. Ankur Sangal
resigned from his directorship on 10th August, 2022 w.e.f 30th September, 2022 and Mr.
Gagan Aggarwal was appointed as Non-Executive Independent director of the company w.e.f
30th September, 2022.
PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There were no loans,
guarantees or investments made by the Company under Section 186 of the Companies Act, 2013
during the year under review and hence the said provision is not applicable.
st
However, detail of
guarantees which is outstanding as on 31 March, 2023 is provided in the Notes to the
Financial Statements under Note No. 31.
PARTICULARS OF
CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts /
arrangements / transactions entered by the Company during the _inancial year with related
partieswere in the ordinary course of business and on an arms length basis. There are no
materially signi icant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
con lict with the interest of the Company at large.
All Related Party
Transactions are placed before the Audit Committee and also the Board for approval.
The Related Party
Transactions Policy as approved by the Board is uploaded on the Companys website under
the link at
https://www.neerajpaper.com/
les/polices-disclosures/pd_03.pdf.
Particulars of
contracts or arrangements or transactions in Form AOC-2 are attached as Annexure II.
MANAGERIAL
REMUNERATION
Disclosure under Rule
5(1)of Companies (Appointment and Remuneration) Rules, 2014read with The Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is attached
as Annexure III.
RISK MANAGEMENT POLICY
In accordance with
Companies Act, 2013 and listing Regulation, the Board members were informed about risk
assessment and minimization procedures after which the Board formally adopted steps for
framing, implementing and monitoring the risk management plan for the company.
The main objective of
this policy is to ensure sustainable business growth with stability and to promote a
pro-active approach in reporting, evaluating and resolving risks associated with the
business. In order to achieve the key objective, the policy establishes a structured and
disciplined approach to Risk Management, in order to guide decisions on risk related
issues.
In todays challenging
and competitive environment, strategies for mitigating inherent risks in accomplishing the
growth plans of the Company are imperative. The common risks inter alia are: Regulations,
competition, Business risk, Investments, retention of talent and expansion of
facilities.Business risk, inter-alia, further includes _inancial risk, political risk,
_idelity risk, legal risk.
As a matter of policy,
these risks are assessed and the company has not identi ied any element of risk which may
threaten the existence of the company.
CORPORATE SOCIAL
RESPONSIBILITY
As per Companies Act,
2013, provisions of Corporate Social Responsibility are not applicable to the company.
DIRECTORS
RESPONSIBILITY STATEMENT:
In terms of Section
134 (5) of the Companies Act, 2013, the directors would like to state that:
i) In the preparation
of the annual accounts, the applicable accounting standards have been followed.
ii) The directors have
selected such accounting policies and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give a true and fair view of the state
of a airs of the Company at the end of the _inancial year and of the pro it or loss of the
Company for the year under review.
iii) The directors
have taken proper and suf icient 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.
iv) The directors have
prepared the annual accounts on a going concern basis.
v) The directors had
laid down internal _inancial controls to be followed by the company and that such internal
_inancial controls are adequate and were operating e ectively.
vi) The directors had
devised proper system to ensure compliance with the provisions of all applicable laws and
that such system were adequate and operating e ectively.
PARTICULARS OF
EMPLOYEES
The prescribed
information of Employees as required under Section 134(3)(q) read with Rule 5 (2) and (3)
of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
attached herewith as Annexure IV.
INTERNAL COMPLAINT
COMMITTEE
The Company has in
place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Committee has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy.
Further, your
Directors state that during theyear under review, company has complied with the provisions
relating to constitution of Internal Complaint Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there were no
cases of sexualharassment reported to the Company pursuant tothe sexual Harassment of
Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013.
CORPORATE GOVERNANCE
AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate
Governance and Management Discussion & Analysis Report, which form an integral part of
this Report are set out as separate Annexure, together with the Certi icate from the
auditors of the Company regarding compliancewith the requirements of Corporate Governance
as stipulated in the Listing Regulation.
DETAILS OF APPLICATION
MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under
review there is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE
BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
During the year under
review, there has been no one time settlement of Loans taken from Banks and Financial
Institutions.
ACKNOWLEGEMENT
Your Directors take
this opportunity to convey their deep sense of gratitude for valuable assistance and
Co-operation extended to the Company by all valued Customers, Bankers and various
departments of government and local authorities.
Your Directors also
wish to place on record their sincere appreciation for the valued contribution,unstinted e
orts and spirit of dedication shown by the employees, of icers and the executives at all
levels which contributed, in no small measure, to the progress and the high performance of
the Company during the Year under review.
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1860-267-3000 / 7039-050-000
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