Bilcare Ltd Auditor Reports

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Bilcare Ltd Share Price Auditors Report

TO THE MEMBERS OF BILCARE LIMITED

Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Bilcare Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (Ind AS) and the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors Responsibility section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basisfor our audit opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to Note 37 of the standalone financial statements, which state the impact of the Discontinued Business as per Ind AS 105.

Our opinion is not modified in respect of the above matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

S No Key Audit Matters Auditors Response
1 Provisions and contingent liabilities relating to taxation, litigations, and claims - refer note 35 of the standalone financial statements Our audit procedures included:
The provisions and contingent liabilities relate to ongoing litigations and claims with various authorities and third parties. These relate to direct tax, indirect tax, transfer pricing arrangements, claims, general legal proceedings, environmental issues and other eventualities arising in the regular course of business. Testing the design, implementation and operating effectiveness of key internal controls around the recognition and measurement of provisions and re-assessment of development of contingent liabilities.
As at the year ended 31 March 2023, the amounts involved are significant. The computation of a provision or contingent liability requires judgment by the Company because of the inherent complexity in estimating future costs. The amount recognized as a provision is the best estimate of the expenditure. The provisions and contingent liabilities are subject to changes in the outcomes of litigations and claims and the positions taken by the Company as it involves judgment and estimation to determine the likelihood and timing of the cash outflows and interpretations of the legal aspects, tax legislations and judgments previously made by authorities. Using our subject matter experts to assess the value of significant provisions and contingent liabilities, on sample basis, in light of the nature of the exposures, applicable regulations and related correspondence with the authorities, if any.
Inquiring about the status in respect of significant provisions and contingent liabilities with the Companys internal tax and legal team. We assessed the assumptions and critical judgments made by the Company which impacted the computation of the provisions and inspected the computation and estimates of outcome and financial effect. We considered the judgment of the Company, supplemented by experience of similar decisions previously made by the authorities and, in some cases, relevant advice given by the Companys consultants.
Evaluating agreements, other documentation and judgments made by the Company by comparing the prior years outstanding to the actual outcome during the year.
Assessing the Companys disclosures in the financial statements in respect of provisions and contingent liabilities.
2 Discontinued Business – Slump sale of the PPI division business undertaking on a going concern basis – refer note 37 of the standalone financial statements Our audit procedures included:
The Company as part of the strategic decision and with a view of consolidating the business to avail the synergies sold its PPI division as a business undertaking on a going concern basis to its subsidiary Caprihans India Limited on March 27, 2023 for a net consideration of 213 Crores by way of 0.1% Redeemable Preference Shares. Verification of the basis and the various documents viz. business transfer agreement, valuation reports, the TEV report and other related documents.
Consequently, the Standalone financial statements as on March 31, 2023 represent the balance post the transfer of the PPI division and the same are not comparable to the last years figures. Verification of the PPI division financial statements and assessed the critical judgements taken by the Management for the transfer of the said business undertaking.
Assessed the significant entries and the supporting documents with respect to the same.
Assessing the Companys disclosure under Ind AS 105 in the financial statements.

Other Information

The other information comprises the information included in the financial statements but does not include the standalone Ind AS financial statements and our auditors report thereon. The Companys Board of Directors is responsible for the other information. Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Standalone Ind AS Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) and other accounting principles generally accepted in India.

This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, Management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless the Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

These Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibility

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from directors as on March 31, 2023 taken on records by Board of Directors, none of the Directors of the Company are disqualified u/s 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

g) With respect to the other matters to be included in the Auditors report in accordance with the requirements of section 197 (16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its Directors during the year is in accordance with the provisions of section 197 of the Act. We further report that no remuneration has been paid during the year to the Managing Director of the Company.

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements Refer Note 35 to the financial statements;

ii. As informed to us, the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There are no amounts to be transferred to the Investor Education and Protection Fund by the Company.

iv. There is no dividend declared or paid during the year by the Company and hence compliance with Section 123 of the Act is not applicable.

2. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India, in terms of section 143 (11) of the Act, we give in "Annexure B" a statement of the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

For K.R.Miniyar & Associates

Chartered Accountants

Firm Registration No. 124806W

K.R. Miniyar
Proprietor
Date: May 30, 2023 (Membership No.108015)
Place: Aurangabad UDIN: 23108015BGZEZC9736

‘ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

(Referred to in para 1 (f) under ‘Report on Other Legal and Regulatory Requirements of our report of even date)

We have audited the internal financial controls over financial reporting of Bilcare Limited ("the Company") as of March 31, 2023 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing as specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management, override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For K.R.Miniyar & Associates

Chartered Accountants

Firm Registration No. 124806W

K.R. Miniyar
Proprietor
Date: May 30, 2023 (Membership No.108015)
Place: Aurangabad UDIN: 23108015BGZEZC9736

‘ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements of our report of even date) According to the information and explanations given to us and on the basis of our examination of the records of the Company,

i. a. (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangible assets.

b. The Property, Plant and Equipment were physically verified by the Management at reasonable intervals and no material discrepancies were noticed on such verification.

c. The title deeds, comprising all the immovable properties (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee) disclosed in the standalone financial statements are held in the name of the Company.

d. The Company has not revalued its Property, Plant and Equipment (including Right-of-use assets) or intangible assets during the year.

e. There are no proceedings against the Company for holding any benami property under Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

ii. (a) The inventory has been physically verified in a phased manner at reasonable intervals during the year by the Management and no material discrepancies were noticed that were more than 10% in the aggregate of each class of inventory on such physical verification.

(b) The Company has not been sanctioned any working capital limits during the year, in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets.

iii. The Company has not made investments in, provided any guarantee or security, or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the sub-clauses (a),(b),(c), (d), (e) and (f) are not applicable.

iv. The Company has given a corporate guarantee in favor of its subsidiary for the loans raised by the subsidiary.

v. The Company has not complied with the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules made thereunder. As informed to us and reported in earlier years, the matter is sub-judicious at NCLT as on March 31, 2023. The liability has been taken over by CIL, the subsidiary company in line with the Business Transfer Agreement as part of the slump sale for repayment through the Company.

vi. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Act in respect of its manufactured goods by the Company, however as these pertain to PPI division which has been transferred during the year on a slump sale basis to its subsidiary company, the Cost Audit is thus not required.

vii. a. The Company is generally regular in depositing undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income Tax, Duty of Customs, Cess, and other statutory dues with the appropriate authorities. The undisputed amounts payable in respect of the said dues were outstanding as at March 31, 2023 for a period more than six months from the date they became payable, are Tax Deducted at Source of Rs. 20.98 lacs. The Company has a capital advance for purchase of land of Rs. 11,378.16 lacs on which no tax has been deducted at source under section 194-IA of Income Tax Act, 1961.

b. Details of Income tax, Sales tax, Service tax, Customs Duty, Goods and Service Tax and Cess which have not been deposited as on March 31, 2023 on account of disputes are given below:

(. in lacs)

Name of Statute Nature of Dues Forum where Dispute is pending Period to which the amount relates (Assessment Year) Gross Amount Amount paid under protest Amount Unpaid
Income Tax Act, 1961 Income Tax - Penalty CIT (Appeals) A.Y. 2017-18 33.15 33.15
Total of Income Tax Act 1961 (A) 33.15 33.15
Finance Act, 1994 (Service Tax) Service tax Penalty CESTAT, Mumbai November 2012 to May 2015 33.91 33.91
Total of Finance Act 1994 (Service Tax) (B) 33.91 *33.91
Total C =(A+B) 67.06 33.91 33.15

*Amount reversed through GSTR -3B

viii. There were no transactions which were not recorded in the books of account and which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

ix. (a) The Company has repaid all its borrowings to the lenders and is now debt free.

(b) The Company has not been declared wilful defaulter during the year.

(c) The Company has not obtained any term loans during the year.

(d) The Company has not raised any short-term funds during the year.

(e)The Company has not taken any funds from any entity or person to meet the obligations of its subsidiaries.

(f) The Company has not raised any loans during the year on pledge of securities held in its subsidiaries.

x. (a) The Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year.

(b) The Company has not made any preferential allotment or private placement of shares or convertible debentures during the year. However, the Company has subscribed to 0.1% Redeemable Preference Shares issued by its subsidiary as sale consideration in kind for the slump sale.

xi. (a) To the best of our knowledge, no fraud by the Company or any fraud to the Company has been noticed or reported during the year.

(b) No report under sub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) No whistle-blower complaints were received during the year by the Company.

xii. (a) The Company is not a Nidhi Company.

Accordingly, clause 3 (xii) (b) and (c) of the Order are not applicable.

xiii. Transactions with related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the standalone financial statements, as required by the applicable accounting standards.

xiv. (a) The Company has an internal audit system which is commensurate with the size and nature of its business.

(b) The reports of the internal auditor issued till date for the period under audit were duly considered for the observations therein.

xv. The Company has not entered into any non-cash transactions with directors or persons connected with him and hence section 192 of the Act is not applicable to the Company.

xvi. (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company.

(b) The certificate of registration from RBI for non-banking financial or housing finance activity is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations by Reserve Bank of India. Accordingly, clause 3 (xvi) (d) of the Order is not applicable.

xvii. The Company has not incurred cash losses in the financial year and in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year.

xix. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities and other information accompanying the financial statements, we believe that the Company is capable of meeting its liabilities as and when they fall due.

xx. There is no unspent amount under sub section (5) of section 135 of the Companies Act pursuant to any project. Accordingly, clauses 3 (xx) (a) and (b) of the Order are not applicable.

For K.R.Miniyar & Associates

Chartered Accountants

Firm Registration No. 124806W

K.R. Miniyar
Proprietor
Date: May 30, 2023 (Membership No.108015)
Place: Aurangabad UDIN: 23108015BGZEZC9736

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