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Director's Report
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INEOS Styrolution India LtdIndustry : Petrochemicals
BSE Code:506222
ISIN Demat:INE189B01011
Book Value(Rs):362.72
NSE Symbol:INEOSSTYRO
Div & Yield %:0.32
Market Cap (Rs Cr.):1089.96
P/E(TTM):105.03
EPS(TTM):5.9
Face Value(Rs):10
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Dear Members,

Your Directors hereby present the 46th Annual Report of your Company together with Audited Financial Statements for the year ended on March 31, 2019.

FINANCIAL PERFORMANCE

Your Company's financial performance during the year ended March 31,2019 as compared to previous financial year is summarized below:

(INR in Lakhs)
Particulars 2018-19 2017-18
Period 12 months 12 months
Revenue from Operations 2,09,053.33 1,95,068.55
Other Income 1,312.81 691.72
Profit / (Loss) before Tax (1,848.11) 10,313.10
Tax Credit / (Expense) 601.38 (3,690.56)
Profit / (Loss) for the year (1,246.73) 6,622.54
Other Comprehensive Income (31.06) (28.94)
Total Other Comprehensive Income for the year (1,277.79) 6,593.60
Retained Earnings
Opening Balance 53,074.36 47,327.39
Add:
Total comprehensive income for the year (1,277.79) 6,593.60
Less:
Dividends including dividend tax (848.01) (846.63)
Closing Balance 50,948.56 53,074.36
EPS (Basic INR ) (7.09) 37.66
EPS (Diluted INR ) (7.09) 37.66

OPERATING RESULTS AND PROFIT

During the year under review, total revenue from operations of your Company was INR 2,09,053.33 Lakhs as compared to INR 1,95,068.55 Lakhs during previous financial year with an approx. 7% increase in the total revenue as compared to previous year. Your Company's Loss before Tax in financial year 2018-19 is INR 1,848.11 Lakhs as compared to a Profit before Tax of INR 10,313.10 Lakhs in previous year and the Total Comprehensive Income for the financial year 2018-19 was (INR 1,277.79 Lakhs) as compared to INR 6,593.60 Lakhs in the previous year.

Your Company suffered huge inventory losses during the third quarter with sharp fall in prices of Styrene Monomer (SM) and other key raw materials. SM prices fell from a high of US $ 1450 PMT in August 2018 to US $ 950 PMT by end of November 2018 (Source: ICIS-LOR). This steep drop in SM prices resulted in sharp fall in margins and ultimately losses for the year. Also, the automotive market slowdown observed during last two quarters of 2018-19 resulted in lower volume in specialty segment. The Company also observed higher imports in Polystyrene and ABS commodity segment.

The key raw material prices and exchange rates are expected to be stabilized and your Company continues to strengthen its position in Specialty focus segments and drive product mix to maximize margins. The management continues to focus on turnaround of Polystyrene business. Further, the Company's expansion project at Moxi plant is expected to be completed by third quarter of 2019, which would support increase in future profitability ofyour company.

DIVIDEND

Keeping in view performance of the Company and losses for the year ended March 31, 2019 as also with a view to conserving the resources but at the same time, continuing the tradition of being a dividend paying Company, the Board of Directors has recommended dividend of INR2/- per Equity Share of INR 10/- each for the year ended March 31,2019 out of accumulated profits of previous years, which would absorb INR 4,24,00,805/- (including Dividend Distribution Tax of INR 72,29,555/-).

TRANSFER TO RESERVES

The Company is not required to transfer any amount to its reserves and accordingly no amount is transferred to reserves during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report forms part of this Report and is annexed hereto.

A review of the performance and future outlook of the Company and its businesses as well as the state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report, which forms part of this Report.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is a part of the Annual Report. The Company does not have any subsidiaries and hence is not required to publish Consolidated Financial Statements.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

> Appointments/Re-appointments

During the year under review:

1. Mr. Sanjiv Vasudeva was re-appointed as the Managing Director and CEO of the Company for a period of 3 years with effect from March 01, 2019, subject to approval of the shareholders at the forthcoming AGM.

2. Ms. Ryna Karani, Independent Director, was re-appointed as Independent Director for a period of 3 years with effect from May 16, 2019, subject to approval of the shareholders at the forthcoming AGM.

3. Mr. Anil Shankar, Independent Director, whose term expires on August 11, 2019, is proposed to be re-appointed as an Independent Director for a period of 3 years with effect from August 12, 2019, at the forthcoming AGM.

4. Mr. Abhijaat Sinha was appointed as Company Secretary (CS), with effect from March 29, 2019.

> Retirement by rotation.

Mr. Steve Harrington, Non-Executive Chairman of the Company, who retires by rotation and being eligible, offers himself for re-appointment in terms of the Articles of Association of the Company.

> Resignations

During the year, Mr. Haresh Khilnani resigned as the Company Secretary with effect from August 21, 2018.

The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees, forms part of the Corporate Governance Report annexed hereto.

MEETINGS OF BOARD OF DIRECTORS OF THE COMPANY

During the financial year under review, the Board of Directors duly met four times. The details of the Board meetings with regard to their dates and attendance of each of the Directors thereat have been set out in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Jal R. Patel, Mr. Anil Shankar and Ms. Ryna Karani were the Independent Directors of the Company as on March 31, 2019.

The Board of Directors of the Company hereby confirms that all the Independent Directors duly appointed by the Company have given the certificate stating that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 ('the Act').

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the formal annual evaluation has been carried out by the Board of its own performance and that of its Committees, Chairman of the Board and individual Directors through oral assessment as well as collective feedback. The Board members were requested to evaluate the effectiveness of the Board dynamics and relationships, information flow, decision-making of the Directors, relationship to stakeholders, Company performance, Company strategy, and the effectiveness of the whole Board and its various Committees.

Independent Directors were evaluated on the following performance indicators:

• Ability to contribute to and monitor our Corporate Governance practices;

• Ability to contribute by best practices to address top-management issues;

• Ability to actively contribute towards positive growth of the organization;

• Ability to create positive image of the Company and help the Company wherever possible;

• Commitment to the fulfillment of a Director's obligations and fiduciary responsibilities, including participation in Board and Committee meetings

Your Directors have expressed their satisfaction over the evaluation process.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 135(5) of the Act, the Board of Directors of the Company confirms that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) they have 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 financial year and of the profit / loss of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they had laid down internal finance controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors comprises of all Independent Directors with Mr. Jal R. Patel as Chairman and Mr. Anil Shankar and Ms. Ryna Karani as members. The terms of reference of the Audit Committee, details of meetings held during the year and attendance of members are set out in the Corporate Governance Report.

During the year under review, the Board has accepted all recommendations of Audit Committee and accordingly no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Directors are regularly informed during meetings of the Board and Committees on the activities of the Company, its operations and issues faced by the Petrochemicals Industry. The details of familiarization programs provided to the Directors of the Company are available on the Company's website www.ineosstvrolutionindia.com .

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company did not have any subsidiary companies, associate companies or joint venture during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company.

DEPOSITS

The Company has not accepted any deposit, within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not granted any other loans or made any investments, or provided any guarantees or security to the parties covered under Sections 185 and 186 of the Act.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Act, the unpaid and unclaimed dividend pertaining to the year ended on December 31, 2011, which was lying in the Company's separate unpaid dividend account and remaining unclaimed for a period of seven years, was transferred to the Investor Education and Protection Fund.

Pursuant to the provisions of Sections 124(5) and 124(6) of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") and amendments thereto, all shares on which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to the demat account of the IEPF Authority.

CORPORATE GOVERNANCE

Your Company observes high standards of Corporate Governance in all areas of its functioning with strong emphasis on transparency, integrity and accountability. As required under the Listing Regulations, a detailed report on Corporate Governance along with the CEO and CFO certificate and a compliance certificate thereon from a practising Company Secretary forms part of this report as Annexure - I.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Act, the Company has constituted a 'Corporate Social Responsibility (CSR) Committee' and has also framed a CSR Policy. The details of the policy, composition of the committee, CSR initiatives, CSR spending during the year etc., have been provided as Annexure - II to this report, as required under the Companies (Corporate Social Responsibility Policy) Rules,2014.

The amount required to be spent on CSR activities during the year ended March 31, 2019 in accordance with the provisions of Section 135 of the Act was INR 179.32 Lakhs and your Company had spent an amount of INR 103.83 Lakhs. The said amount was spent on the CSR activities undertaken by your Company mostly in the vicinity of its plants as well as around Vadodara, where the registered office and corporate office of your Company are located. The Company looks for appropriate and need worthy projects for allocation of the funds on a continuous basis. However, unfortunately, due to certain unprecedented events and due to lack of a dedicated resource for coordinating CSR activities, there was a shortfall in the amount spent on CSR activities during the year ended March 31, 2019. The Company considers CSR as a part of its corporate philosophy and will strive to ensure that the amounts are adequately spent to ensure compliance in true spirit.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - III to this Report. Details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. However, the reports and accounts are being sent to the shareholders excluding the aforesaid remuneration. Any shareholder interested in inspection of the documents pertaining to the above information or desiring a copy thereof may write to the Company Secretary.

RISK MANAGEMENT POLICY

The details of the Risk Management Policy adopted by the Board of Directors and details of the Risk Management Committee of the Board of Directors are mentioned in the Corporate Governance Report.

PARTICULARS OF CONTRACTS AND AGREEMENTS MADE WITH RELATED PARTIES

All related party transactions which were entered into during the year under review were on arm's length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with the promoters, Directors and key managerial personnel, who may have a potential conflict with the interests of the Company.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act in the prescribed Form AOC-2, is provided as Annexure - IV forming part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement highlighting details of the conservation of energy, technology absorption and foreign exchange earnings and outgo, in accordance with Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed hereto as Annexure - V and forms part of this report.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the statutory auditors under Section 143(12) of the Act and rules framed there under either to the Company or to the Central Government.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There have been no material changes, which have occurred between the end of financial year till the date of this report affecting the financial position of the Company.

EXTRACT OF ANNUAL RETURN

The extracts of annual return in Form MGT-9 as required under Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 forms part of this report as Annexure - VI.

The Company has also placed a copy of the annual return on its website and the same is available on www.ineosstvrolutionindia.com .

BOARD DIVERSITY

Your Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, regional and industry experience, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board of Directors has adopted the 'Board Diversity Policy' which sets out the approach to diversity of the Board. The Board diversity policy is available on our website www.ineosstyrolutionindia.com .

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls in place. It has documented procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations and for ensuring reliability of financial reporting. The Company has continued its efforts to align all its processes and controls with global best practices in these areas as well.

The Audit Committee of the Board of Directors, comprising of Independent Directors, regularly reviews the audit plans, significant audit findings, adequacy of internal controls, compliance with accounting standards as well as reasons for changes in accounting policies and practices, if any.

ENVIRONMENTAL HEALTH, SAFETY AND PROTECTION

Your Company gives highest importance to Safety, Health and Environment (SHE), and encourages and promotes safety awareness in true letter and spirit as an integral part of its work culture.

Process Safety Management (PSM) is an integral part of all changes taking place in the process. Onsite emergency plans have been reviewed and updated by all divisions. Periodic mock drills are conducted at various divisions and reports indicate improved preparedness of employees.

To further strengthen the safety of overall operations and to promote a positive safety culture and transparency, your Company has introduced site specific Behavioral Based Safety (BBS) process at all its manufacturing locations and substantially invested for the improvement of process safety.

Apart from employees, the contractors and workmen are also given exhaustive training on safety, first-aid and firefighting. The Company has appointed and trained safety stewards to promote safety in all divisions. A green belt in and around all factory premises has been maintained to enhance eco-friendliness.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a policy on prevention of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed there under and Complaints Committee has also been set up to redress complaints received regarding sexual harassment. During the year, no complaint with allegations of sexual harassment was received by the Company.

STATUTORY AUDITORS

The statutory auditors of the Company M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants, (Firm registration number: 012754N/N500016) were appointed as the Statutory Auditors of the Company from the conclusion of 43rd Annual General Meeting until the conclusion of 47th Annual General Meeting of the Company.

The Company has received necessary eligibility certificate and consent under Section 141 of the Act to act as statutory auditors of the Company.

AUDITORS' REPORT

The observations made by the Auditors in their report read with the relevant notes to the financial statements for the year ended March 31,2019 are self-explanatory and are devoid of any reservation, qualification or adverse remarks.

SECRETARIAL AUDITOR

M/s. Devesh Vimal & Co., Practising Company Secretaries, Vadodara were appointed to conduct the secretarial audit of the Company for the financial year 2018-19, in terms of the requirements of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, framed there under. During the year, in August 2018, M/s. Devesh Vimal & Co., which was a partnership firm, was dissolved and the Company was informed accordingly. The Board of Directors has confirmed the appointment of M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara as the Secretarial Auditor for the year 2018-19 in place of M/s. Devesh Vimal & Co.. The secretarial audit report received from M/s. Devesh Pathak & Associates is annexed as Annexure - VII.

COST AUDITOR

Pursuant to Section 148 of the Act, the Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s. Kailash Sankhlecha and Associates, (Firm's registration no. 100221), Cost Accountants, as Cost Auditors of the Company, for the financial year 2019-20, for conducting the audit of the cost records maintained by the Company for the various products as mandated by the Central Government at a remuneration as mentioned in the notice convening the Annual General Meeting of the Company.

A resolution seeking members' ratification for the remuneration payable to the Cost Auditor for the financial year 2019-20 forms part of the notice of the 46th Annual General Meeting of the Company and the same is recommended for your consideration and approval.

M/s. Kailash Sankhlecha and Associates have given their consent to act as Cost Auditor and confirmed that their appointment is within the limits of the Section 139 of the Act.

They have also certified that they are free from any disqualifications specified under Section 141 of the Act. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company.

COST RECORDS

The Company is required to maintain the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act and accordingly such accounts and records are prepared and maintained by the Company.

VIGIL MECHANSIM

As per the provisions of Section 177(9) of the Act read with clause 22(1) of the Listing Regulations, the Company is required to establish an effective vigil mechanism for Directors and employees to report genuine concerns. The Company has a policy for prevention, detection and investigation of frauds and protection of whistleblowers ("Whistleblower Policy") in place and the details of the Company's Whistleblower Policy are provided in the Corporate Governance Report annexed hereto.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

Our employees are the most valuable assets of the Company. We encourage innovation, meritocracy and the pursuit of excellence. The human resource development function of the Company is guided by a spirit of corporate team building and dedication towards strengthening the Company's systems thereby improving efficiencies and registering growth. All personnel continue to have a healthy, cordial and harmonious approach in problem solving and enhancing Company value at all levels. Despite uncertain economic conditions, the enthusiasm and unstinting efforts of the employees have enabled the Company to maintain leadership in its business areas. The industrial relations during the year remained cordial.

The Company has drawn up a comprehensive human resource strategy ("Human Resource Strategy") which addresses key aspects of human resource development such as:

- Code of conduct and fair business practices.

- A fair and objective performance management system linked to the performance of the businesses.

- Creation of a common pool of talented managers across the organization with a view to increasing their mobility through intercompany job rotation.

- Evolution of performance based compensation packages to attract and retain talent within the organization.

- Development of comprehensive training programs to impart and continuously upgrade the industry / function specific skills, etc.

EMPLOYEE BENEFIT MEASURES UNDERTAKEN DURING THE YEAR

In order to achieve a highly streamlined and productive organization, a transparent and uniform HR policy with a well-defined reporting structure and clear roles and responsibilities has been put in place. An employee survey together with a top leadership workshop was conducted to assess the current cultures of INEOS group Companies in India and to identify an ideal common culture across the two entities for better implementation of the respective strategic initiatives.

Necessary trainings based on identified needs have been set-up across all functions by the respective heads of departments to enhance the knowledge and competencies of our employees and these keep getting updated and upgraded on a continuous basis. Other initiatives including an improvement of the working environment, the automation of HR processes including the outsourcing of the payroll processor and the installation of a new attendance system have been implemented.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of mandatory Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India, during the year under review.

CODE OF CONDUCT

The Company has suitably laid down the Code of Conduct for all Board members and senior management personnel of the Company. The declaration by CEO of the Company relating to the compliance of aforesaid Code of Conduct forms a part of the Annual Report.

ACKNOWLEDGEMENTS

We thank our customers, vendors, dealers, investors, business partners and bankers for their continued support during the year which made the Company grow successfully. We also place on record our appreciation of the contribution made by our employees at all levels. Our growth has been made possible only due to their hard work, solidarity, cooperation and support.

For and on behalf of the Board
May 16, 2019 Stephen Mark Harrington
Vadodara Chairman
DIN:07131679

   

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