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Director's Report
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Lupin LtdIndustry : Pharmaceuticals - Indian - Bulk Drugs
BSE Code:500257
ISIN Demat:INE326A01037
Book Value(Rs):378.20
NSE Symbol:LUPIN
Div & Yield %:0.68
Market Cap (Rs Cr.):33417.99
P/E(TTM):19.78
EPS(TTM):37.32
Face Value(Rs):2
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To the Members

Your Directors have pleasure in presenting their report on the business and operations of your Company for the year ended March 31, 2019.

Financial Results

(र in million)

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from Operations 113563.2 100881.8 167181.8 158041.5
Other Income 2913.4 1311.2 3640.2 1503.5
Profit before interest, depreciation and tax 31441.2 22169.8 32462.4 32978.6
Less: Finance Costs 354.7 332.4 3078.3 2043.5
Less: Depreciation and amortisation 4263.0 3898.1 10850.1 10858.7
Profit before share of Profit from Jointly Controlled Entity, exceptional items and Tax 26823.5 17939.3 18534.0 20076.4
Add: Share of Profit from Jointly Controlled Entity - - 37.5 35.2
Less: Exceptional Items 3399.8 - 3399.8 14643.5
Less: Provision for taxation (including deferred tax) 8035.4 4492.7 9016.9 2884.6
Profit after tax and before non-controlling interest 15388.3 13446.6 6154.8 2583.5
Less: Non-controlling Interest - - 89.3 70.9
Net Profit attributable to Shareholders of the Company 15388.3 13446.6 6065.5 2512.6

Performance Review

Consolidated Revenue from Operations for the year ended March 31, 2019 were र 167181.8 million. International business contributes 68%. Consolidated profit before interest, depreciation and amortisation, exceptional item and tax was र 32462.4 million. Net profit for the year after exceptional item was र 6065.5 million as against र 2512.6 million of the previous year. Earnings per share for the year was र 13.41.

Dividend

Your Directors are pleased to recommend dividend at ' 5/- per equity share of र 2/- each, absorbing an amount of र 2262.7 million. Corporate tax on proposed dividend is र 465.1 million.

In compliance with Regulation 43A(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), the Dividend Distribution Policy has been hosted on the website of the Company www.lupin.com, (web link: https://www.lupin.com/pdf/ corporate-policies/dividend-distribution-policy.pdf).

Share Capital

During the year, the paid-up equity share capital of the Company rose by र 0.8 million consequent to the allotment oर 410847 equity shares of र 2/- each to eligible employees of the Company and its subsidiaries on exercising options under various stock option plans. Paid-up equity share capital as on March 31, 2019 was र 905 million.

Credit Rating

ICRA Limited (ICRA) assigned the rating ‘ICRA A1+' (pronounced ‘ICRA A one Plus') for the Company's short-term credit facilities of र 15000 million, indicating very strong degree of safety regarding timely payment of financial obligations.

Subsidiary Companies/Joint Venture

As on March 31, 2019, the Company had 31 subsidiaries and a joint venture.

Pursuant to the application made to the Registrar of Companies (‘ROC'), Bangalore, by Novel Clinical Research (India) Pvt. Ltd., wholly-owned subsidiary of the Company, for removal of its name from the Register of Companies w.e.f. March 27, 2018, the ROC, vide its Order dated December 8, 2018, struck-off the name of the company from the Register of Companies. As part of restructuring, Lupin Ukraine LLC, Ukraine and Gavis Pharmaceuticals, LLC, USA, wholly-owned subsidiaries of the Company, were liquidated effective February 7, 2019 and March 26, 2019, respectively.

Pursuant to the first proviso to Section 129(3) of the Companies Act, 2013 (‘Act') and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014, salient features of the financial statements, performance and financial position of each subsidiary and joint venture are given in Form No. AOC - 1 as Annexure ‘A' to this Report. Pursuant to the provisions of Section 136 of the Act, financial statements of subsidiaries and joint venture are available for inspection by Members at the Registered Office of the Company during business hours. The Company shall provide free of cost, a copy of the financial statements of its subsidiaries and joint venture to Members upon their request.

In compliance with Regulation 46(2)(h) of the Listing Regulations, policy for determining material subsidiaries has been hosted on the Company's website www.lupin. com (web link: https://www.lupin.com/pdf/corporate-policies/ policy-for-determining-material-subsidiaries.pdf).

Management Discussion and Analysis

In compliance with Regulation 34(3) read with Schedule V(B) of the Listing Regulations, Management Discussion and Analysis forms part of this Annual Report.

Corporate Governance

In compliance with Regulation 34(3) read with Schedule V(C) of the Listing Regulations, a Report on Corporate Governance forms part of this Annual Report. As stipulated by Schedule V(E) of the Listing Regulations, certificate from Practising Company Secretary, certifying compliance with the conditions of corporate governance is annexed to the Corporate Governance Report.

Business Responsibility Report

In compliance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report forms part of this Annual Report.

Corporate Social Responsibility (CSR)

Way back in 1988, when CSR was unheard of, the Company structured its social responsibility interventions, through Lupin Human Welfare and Research Foundation (LHWRF), its CSR arm. The CSR initiatives implemented by the Company are not imposed from the top but are designed with people's participation at the village level. LHWRF possesses elaborate and capacitated implementation mechanism right at the grass-root level which enables it to achieve high impact in its adopted areas of operations. LHWRF operates through 20 centers across India and has touched lives of more than 2.5 million residing in more than 4171 villages located in 61 blocks oर 21 districts. LHWRF mobilizes additional resources from banks and government by engaging in knowledge and funding partnerships with eminent academic and government bodies. Third party impact assessment studies of CSR initiatives are regularly carried out through qualitative feedbacks collected from beneficiaries of projects undertaken. The Company broadly undertakes the following CSR activities: -

• Economic development;

• Rural infrastructure development;

• Natural Resource Management;

• Social Development;

• Learn & Earn programme; and

• TB eradication.

Pursuant to the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, during the year, the Company ought to have spent र 656.7 million on CSR activities. The actual spend was र 379.5 million, which was substantially higher than र 216.8 million spent in the previous year. The Company has been unable to execute its plan of setting-up a state-of the-art JCI and NABH accredited hospital in Mumbai as it could not identify a suitable plot. The Company aims to continuously increase its CSR spend and is looking out for new areas/activities, particularly deeper sustainable projects to accelerate the spend.

In the course of business, the Company spends on a number of social causes which strictly may not qualify as CSR activities viz. ‘Punarjyoti' (‘Rebirth of Eyes') campaign in association with Eye Bank Association of India, which promotes the noble message of pledging donation of eyes after death; Asthma detection camps including pediatric asthma were organised pan India which facilitated free screenings by chest physicians; multilingual website ‘Right2breathe' to educate patients about Asthma and Allergies; a chatbot named ANYA, designed to provide medically verified information for health-related queries was launched with the aim to answer patient queries related to ailments; HUMRAHI app application demonstrates Insulin administration techniques, which are helpful to diabetic patients as also doctors; a unique mobile app named ‘FIGHT TB', a one-stop solution for doctors treating Tuberculosis, was created. With a view to provide affordable medicines to the common man, the Company consistently spends large amounts on Research & Development which, though, is for a social cause, does not qualify as a CSR activity.

Details of CSR activities undertaken by the Company are given in Annexure ‘B' to this Report. The policy on CSR which has been approved by the Board has been hosted on the Company's website www.lupin.com.

Directors' Responsibility Statement

In compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Act, your Directors confirm: -

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

ii) that 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 your Company at the end of the financial year March 31, 2019 and of the profit of your Company for that year;

iii) that 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) that the annual financial statements have been prepared on a going concern basis;

v) that they had laid down proper internal financial controls and that the same are adequate and were operating effectively; and

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

Directors

Dr. Kamal K. Sharma, Vice Chairman, was appointed as Advisor to the Company, for a period of one-year, effective October 1, 2018. Dr. Sharma had been associated with the Lupin Group for over three decades during which, he has effectively led the senior leadership team and was involved in setting vision of the Company, building strategy and mentoring the management. The role of Dr. Sharma changed from Executive to Non-Executive.

Mr. Ramesh Swaminathan, Chief Financial Officer &

Executive Director, resigned from the services of the Company effective December 11, 2018. The Board places on record its sincere appreciation of the contribution made by Mr. Swaminathan during his association with the Company.

Dr. Vijay Kelkar, Independent Director, resigned from the directorship of the Company effective March 28, 2019.

The Board records its sincere appreciation of the valuable contributions of Dr. Kelkar, who is an eminent economist, technocrat and a renowned public policy thought leader.

Ms. Christine Mundkur, Independent Director, was appointed as an Additional Director effective April 1, 2019. Pursuant to the provisions of Sections 149 and 152 of the Act, Ms. Mundkur holds office up to the date of the forthcoming Annual General Meeting (AGM). Ms. Mundkur has served as Chief Executive Officer and has held senior leadership positions in large multinational pharma companies. She holds a J.D. from the St. Louis University School of Law and a B.S. degree in chemistry from St. Louis University. Notices under Sections 152 and 160(1) of the Act, have been received from certain Members proposing her name for appointment as Director.

Pursuant to the provisions of Section 152 of the Act,

Ms. Vinita Gupta, Chief Executive Officer, retires by rotation at the forthcoming AGM and is eligible for re-appointment.

Pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, respectively and that there has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year, four Board meetings were held, on May 15, 2018, August 8, 2018, October 31, 2018 and February 6, 2019, the details of which, are given in the Corporate Governance Report which forms part of this Annual Report.

Board Evaluation

In compliance with the provisions of Section 134(3)(p) of the Act and Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board carried out an annual evaluation of its own performance, that of individual Directors as also Committees of the Board. Performances were evaluated after seeking inputs from all Directors, based on criteria, viz. adequacy and composition of the Board, quality of deliberations, effectiveness of Board procedures, observance of governance and contributions of Directors at Board and Committee meetings. Performance of individual Directors was evaluated taking into consideration various aspects viz. leadership qualities, transparency, qualifications, responsibilities shouldered, analytical abilities, knowledge, participation in long-term strategic planning, inter-personal relationships and attendance at meetings. Performance evaluation of Independent Directors was carried out without the participation of the Director being evaluated.

Audit Committee

The Audit Committee comprises three directors viz.

Dr. K. U. Mada, Chairman and Mr. Dileep C. Choksi, both independent directors and Dr. Kamal K. Sharma, Vice Chairman. The functions performed by the Audit Committee, particulars of meetings held and attendance of Members at the said meetings are given in the Corporate Governance Report, which forms part of this Annual Report. All recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Policy

In compliance with Section 178(3) of the Act and Regulation 19(4) of the Listing Regulations, on the recommendations of the Nomination and Remuneration Committee (NRC), the Board formulated Policy relating to the remuneration of Directors, key managerial personnel and other employees. The Policy includes criteria for determining qualifications, positive attributes and independence of directors and other matters. It broadly lays down the philosophy, guiding principles and basis for recommending payment of remuneration to the executive and non-executive Directors (by way of sitting fees and commission). The role of the NRC is disclosed in the Corporate Governance Report, which forms part of the Annual Report. In compliance with proviso to Section 178(4) of the Act, the Nomination and Remuneration Policy has been hosted on the Company's website www.lupin.com (web link: https://www.lupin.com/ pdf/corporate-policies/nomination-and-remuneration-policy- ll-final.pdf).

Related Party Transactions

All related party transactions entered into by the Company during the year, were in the ordinary course of business and on an arm's length pricing basis. No related party transaction was in conflict with the interests of the Company and that material related party transactions were entered into by the Company only with its subsidiaries. The Audit Committee periodically approves related party transactions. In compliance with Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, disclosure of particulars of contracts/arrangements entered into by the Company with related parties are given in Form No. AOC - 2, as Annexure ‘C' to this Report. The policy on dealing with related party transactions, as approved by the Board, has been hosted on the Company's website www.lupin.com, web link for which is https://www.lupin.com/ pdf/corporate-policies/policy-related-party-transactions.pdf.

Risk Management

The Company has a Risk Management framework in place which defines roles and responsibilities at various levels of the risk management process. Risk management team has a robust mechanism to review the overall risks with specific focus on critical ‘risks that matter'. The Risk Management Committee (RMC) has a monitoring mechanism process wherein the overall risks are reviewed through periodic discussions and deliberations with the concerned operational and business teams. It includes focus on mitigation plans to address the overall risk scenario and critical ‘risks that matter'. The roles and responsibilities of the RMC have been defined by the Board. Monitoring and reviewing the risk management plan was delegated to the RMC. Particulars of the RMC, its terms of reference, details of meeting held and attendance thereat are given in the Corporate Governance Report, which forms part of this Annual Report.

Particulars of loans/guarantees/investments/ securities

In compliance with the provisions of Section 134(3)(g) of the Act, particulars of loans, guarantees, investments and securities given under Section 186 of the Act are given in the notes to the Financial Statements which form part of this Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, particulars pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo, are given in Annexure ‘D' to this Report.

Human Resources

Human resources are invaluable assets of the Company. Surveys jointly conducted by ‘Great Places to Work Institute' and ‘The Economic Times' reconfirms that the Company continues to be ranked high on pan-industry basis.

Robust people practices, best-in-class work environment and learning initiatives were the prime drivers behind the achievements.

The Company has complied with provisions relating to constitution of Internal Complaints Committee as mandated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Employees Stock Options

Pursuant to Regulation 14(B) of the SEBI (Share Based Employee Benefits) Regulations, 2014, details of stock options as on March 31, 2019, are given in Annexure ‘E' to this Report.

Vigil Mechanism/Whistleblower Policy

Over the years, your Company has established a reputation for doing business with integrity and has displayed zero tolerance for any form of unethical behaviour. In compliance with Section 177(9) of the Act, Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Company has in place a robust vigil mechanism for Directors and employees to report concerns, details of which, are covered in the Corporate Governance Report which forms part of this Annual Report. The said mechanism provides adequate safeguards against victimization of persons who use the vigil mechanism and provides direct access to the Chairperson of the Audit Committee. Whistleblower Policy has been hosted on Company's website www.lupin.com. Policies on Code of Conduct and Prevention of Sexual Harassment are on the Company's Intranet.

Particulars of Employees Remuneration

Disclosure pertaining to particulars of remuneration of employees as stipulated by 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 ‘F' to this Report. Statement containing particulars of remuneration of employees for the year ended March 31, 2019, required to be furnished in compliance with Rules 5(2) and 5(3) of the said Rules, forms part of the Board Report. The same shall be provided to Members upon written request pursuant to the second proviso of Rule 5. Pursuant to Section 136(2) of the Act, the statement containing particulars of remuneration of employees is available for inspection by Members at the Registered office of the Company during business hours on all working days up to the date of the forthcoming AGM.

Auditors

At the 34th AGM held on Wednesday, August 3, 2016, Members appointed B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), as Statutory Auditors of the Company, for a period of five years from the conclusion of the 34th AGM till the conclusion of the 39th AGM, subject to ratification of their appointment by Members at every AGM. Pursuant to the Companies

Amendment Act, 2017, Members are not required to ratify appointment of Statutory Auditors at every AGM.

Pursuant to the provisions of Sections 139(1) and 141 of the Act, the Company has received Certificate from B S R & Co. LLP, certifying that their appointment would be as per the conditions prescribed by the said Sections.

Internal Audit

The Internal Audit Department and Ernst & Young LLP conduct internal audit of India operations. Local Chartered Accountant firms conduct audits of Carrying & Forwarding Agents and Central Warehouses of the Company in India. Internal audit findings are discussed at meetings of the Audit Committee and corrective actions taken.

Cost Audit

As recommended by the Audit Committee, the Board at its meeting held on May 15, 2018, appointed Mr. S. D. Shenoy, practising Cost Accountant (FCMA No. 8318), as Cost Auditor to conduct cost audit for the year ended March 31, 2019, pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014. Mr. Shenoy confirmed that he was free from disqualifications as specified under Section 141 read with Sections 139 and 148 of the Act, held a valid certificate of practice and that his appointment met the requirements of Sections 141(3)(g) and 148 of the Act. Mr. Shenoy also confirmed that he was independent, maintained an arm's length relationship with the Company and that no orders or proceedings were pending against him relating to professional matters of conduct before the Institute of Cost Accountants of India or any competent authority/court.

The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act.

Pursuant to Rule 14 of the Companies (Audit and Auditors) Rules, 2014, remuneration payable to the Cost Auditor is required to be ratified by Members. Accordingly, an Ordinary Resolution was passed by the Members approving the remuneration payable to Mr. Shenoy at the 36th AGM held on August 8, 2018.

As stipulated by Section 148(6) of the Act read with Rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014, Cost Audit Report, in Form No. CRA-4 (XBRL mode), for the year ended March 31, 2018, under the head ‘Drugs and Pharmaceuticals' was filed with the Central Government on October 17, 2018, well within the prescribed time.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board at its meeting held on May 15, 2018, appointed Ms. Neena Bhatia, Company Secretary in Practice (FCS No. 9492), to undertake Secretarial Audit of the Company for the year ended March 31, 2019. Secretarial Audit Report in prescribed Form No. MR-3 is given in Annexure ‘G' to this Report.

The Company continues to have an unqualified Secretarial Audit Report.

Annual Secretarial Compliance Report

In compliance with Circular No. CIR/CFD/CMD/1/27/2019 dated February 8, 2019, issued by the Securities and Exchange Board of India (SEBI), Ms. Neena Bhatia, Company Secretary in Practice (FCS No. 9492), was appointed for issuing Annual Secretarial Compliance Report for the year ended March 31, 2019. The said Report confirms that the Company has maintained proper records as stipulated under various Rules and Regulations and that, no action has been taken against the Company or its material subsidiaries or promoters/directors by the SEBI/Stock Exchanges.

Compliance with Secretarial Standards

The Company continues to comply with Secretarial Standards on Board Meetings (SS-1) and General Meetings (SS-2), issued by the Institute of Company Secretaries of India.

Extract of Annual Return

In compliance with the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on March 31, 2019, in Form No. MGT-9, is enclosed as Annnexure ‘H' to this Report.

The same is available on the Company's website www.lupin.com (web link: https://www.lupin.com/investors/ extract-of-the-annual-return/).

Acknowledgements

Your Directors convey a sense of high appreciation to all employees of the Company for their commitment, hard work, significant contributions and continued dedication. They acknowledge the whole-hearted support and cooperation received by the Company from various departments of the Central and State governments, financial institutions, banks, distributors, suppliers, business associates, members, analysts, medical professionals and customers.

For and on behalf of the Board of Directors

Manju D. Gupta

Chairperson

(DIN: 00209461)

Mumbai, May 15, 2019

   

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