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Consolidated Finvest & Holdings Ltd Auditor Reports

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Consolidated Finvest & Holdings Ltd Share Price Auditors Report

To the Members of

Consolidated Finvest & Holdings Limited

Opinion

We have audited the accompanying Ind AS fi nancial statements of Consolidated Finvest & Holdings Limited (‘the Company), which comprise the Balance Sheet as at 31 March 2023, the Statement of Profi t and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended and a summary of the signifi cant accounting policies and other explanatory information (hereinafter referred to as ‘Ind AS fi nancial statements). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid IND AS Financial Statements give the information required by the Companies Act 2013 (" the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards(" Ind AS") specifi ed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules,2015, as amended,(IND AS) and other accounting principles generally accepted in India, of the state of affairs (fi nancial position) of the Company as at 31 March, 2023, and its profi t (fi nancial performance including other comprehensive income), its cash fl ows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the fi nancial statements in accordance with the Standards on Auditing ("SA"s) specifi ed under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements 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 fi nancial statements under the provisions of the Act and the Rules made thereunder, and we have fulfi lled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is suffi cient and appropriate to provide a basis for our audit opinion on the fi nancial statements

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most signifi cance in our audit of the Ind AS fi nancial statements for the fi nancial year ended 31st March, 2023. These matters were addressed in the context of our audit of the fi nancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfi lled the responsibilities described in the Auditors Responsibility for the Audit of the Ind AS Financial Statements.

Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of the material misstatement of the Ind AS Financial Statements. The results of our audit procedure provide the basis for our audit opinion on the accompanying Ind AS Financial Statements.

We have determined that there are no key audit matters to be communicated in our report.

Other Matter

The comparative fi nancial information of the company for the year ended 31 March 2022 included in this fi nancial statement have been audited by the predecessor auditors. The report of the predecessor auditors on this comparative fi nancial information dated 30 May 2022 expressed an unmodifi ed conclusion/opinion.

Our opinion on the statements is not modifi ed in respect of this matter.

Information Other than the Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility report, Corporate Governance and shareholders information, but does not include the fi nancial statements and our auditors report thereon.

Our opinion on the fi nancial 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 fi nancial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the fi nancial statements or our knowledge obtained during the course of our audit or otherwise appears to materially misstated.

If, based on the work we have performed on the other information obtained prior to the date of this auditors report, 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.

Responsibilities of Management and those Charged with Governance for the 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 Ind AS fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance including other comprehensive income, cash fl ows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issued thereunder.

This responsibility also includes 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 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 fi nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the fi nancial 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Companys fi nancial reporting process.

Auditors Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the fi nancial 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 infl uence the economic decisions of users taken on the basis of these fi nancial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the fi nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi cient 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, international omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal fi nancial control relevant to the audit in order to design audit procedures that are appropriate in circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal fi nancial controls system in place and 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 signifi cant 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 fi nancial statement 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 fi nancial statements, including the disclosures, and whether the fi nancial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the fi nancial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the fi nancial statements may be infl uenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and (ii) to evaluate the effect of any identifi ed misstatements in the fi nancial statements.

We communicate with those charged with the governance regarding, among other matters, the planned scope and timing of the audit and signifi cant audit fi ndings, including any signifi cant defi ciencies 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 signifi cance in the audit of the fi nancial statements of current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosures 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 benefi ts of such communication.

Report on Other Legal and Regulatory Requirements

1. 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 the Annexure A, a statement on the matters specifi ed in the paragraph 3 and 4 of the Order.

2. 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 Profi t and Loss, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid Ind AS fi nancial statements comply with the Accounting Standards specifi ed under Section 133 of the Act read with relevant rule issued thereunder.

e. On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualifi ed as on 31 March 2023 from being appointed as a director in terms of Section 164 (2) of the Act;

f. 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, remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

g. We have also audited the internal fi nancial controls over fi nancial reporting (IFCoFR) OF THE Company as on 31st March 2023 in conjunction with our audit of the fi nancial statements of the Company for the year ended on that date. In this regard, please refer our separate report in "Annexure-B", to this report attached:

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 (as amended), 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 fi nancial position in its Ind AS fi nancial statements. Refer to Note 31 to the Ind AS fi nancial statements;

ii. The Company had derivative contracts during the year under Audit and earned profi t on such derivative contracts (For Details Refer note no. 21 of the fi nancial statements).

iii. There were no amounts which were required to be transferred to the Investor Education and protection Fund by the Company.

iv. (i) The management has represented that, to the best of its knowledge and belief, no funds, have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or its subsidiary companies incorporated in India to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identifi ed in any manner whatsoever by or on behalf of the company ("Ultimate Benefi ciaries") or provide any guarantee, security or the like on behalf of the ultimate benefi ciaries;

(ii) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly lend or invest in other persons or entities identifi ed in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Benefi ciaries") or provide any guarantee, security or the like on behalf of the Ultimate Benefi ciaries; and

(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representation under sub-clause(iv)(i)and(iv)(ii) contain any material mis-statement.

(iv) in our opinion and based on the information and explanation provided to us, no dividend has been declared or paid during the year by the company.

For Kanodia Sanyal & Associates
Chartered Accountants
FRN: 008396N
(Namrata Kanodia)
Place: New Delhi Partner
Date: 22-05-2023 Membership no.: 402909
UDIN: 23402909BGZHIS378

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT

The Annexure referred to in Independent Auditors Report to the members of the Company on the Ind AS fi nancial statements for the year ended 31 March 2023, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

(b) All the Property, Plant and equipment have been physically verifi ed by the management according to a regular program, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verifi cation.

(c) The Company has no Intangible Assets during the year under Audit.

(d) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment are not held in the name of the Company. The immovable properties which are not presently in the name of the company were acquired/ transferred/ taken over only through merger/ demerger / amalgamation scheme approved by the Honble High Courts and are in the possession of the company and being used by it. (Refer note no. 47 of the fi nancial statements.)

(e) During the year, the company has not revalued its property. Plant and equipment (including right to use assets) or intangible assets or both and hence provisions of clause (e) are not applicable to the company.

(ii) The nature of the Companys operations does not require it to hold inventories and as such, the provisions of the order are not applicable.

(iii) According to information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, fi rms, limited liability partnership or other parties covered in register maintained under section 189 of the Companies Act 2013. Accordingly, the provisions of clause 3(iii) (a),(b) and (c) of the order are not applicable to the Company and hence commented upon;

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

(vi) To the best of our knowledge and as explained, the Central Government has not specifi ed the maintenance of cost records under Section 148(1) of the Companies Act, 2013, for the products of the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of books of account and records the company has been generally regular in depositing Undisputed statutory dues including provident fund, employees state insurance, income tax, goods and service tax, duty of customs, cess and other material statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, ESI, income tax, good and service tax, duty of customs, cess and other material statutory dues were in arrears as at

31 March 2023 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of duty of customs which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax, Goods and service tax, Custom duty and cess have not been deposited by the Company on account of disputes:

Nature of the Statue Nature of the dues Amount Disputed (Rs/Lacs) Period to which the amount relates Forum where dispute is pending
Income Tax Act, 1961 Income Tax 1.01 A.Y. 2013-14 As Per Income Tax Authority

(viii) (a) According to the information and explanation given to us, the company has not taken any loans either from the Government or from the fi nancial institution/banks and accordingly has not defaulted in repayment of the dues. Further the Company has also not issued any debentures and hence no default with respect to repayment of the same.

(b) According to the records of the company and information or explanations given to us, the company is not declared willful defaulter by any bank or fi nancial institutions or other lenders, during the year.

(c) According to the records of the company and information and explanation given to us, term loans were not raised by the company during the year. Accordingly, paragraph 3(ix) (c) of the Order is not applicable.

(d) According the records of the company and information and explanation given to us, no funds were raised on short term basis and been utilized for long term purpose. Accordingly, paragraph 3(ix)(d) of the Order is not applicable.

(e) According the records of the company and information and explanation given to us, the company has not taken any funds from any entity or person on account of or to meet the obligations of subsidiaries, associates or joint venture.

(f) According to records of the company and information and explanation given to us, the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associates companies.

(ix) (a) In our opinion, no money raised by way of initial public offer or further public offer and term loans were not raised by the company during the year. Accordingly, paragraph 3(x) (a) of the order is not applicable.

(b) According the records of the company and information and explanation given to us, during the year the company has not made any preferential allotment or private placement of shares or fully, partially or optionally convertible debentures.

(x) (a) According to the information and explanations given to us, no material fraud by the Company or on the Company by its offi cers and employees has been noticed or reported during the course of our Audit.

(b) The auditors have not fi led any report under sub section (12) of section 143 of the Companies Act in form ADT-4 as prescribed under rule 13 of the Companies (Audit and Auditors) Rules 2014 with the Central Government.

(c) According to the records of the company and information and explanation given to us, no whistle blower complaints have been received by the company during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph of the Order is not applicable.

(xii) In our opinion and according to the information and explanations given by the management, the company is in compliance with section 177 & section 188 of Companies Act, 2013 where applicable for all transactions with related parties and the details of the related parties transactions have been disclosed in the notes to the Ind AS fi nancial statements, as required by the applicable accounting standard,

(xiii) (a) According the records of the company and information and explanation given to us, in our opinion the company has an internal audit system commensurate with the size and nature of business.

(b) We have considered the reports of internal auditors for the period under audit provided to us by the company.

(xiv) The company has not entered into any non-cash transactions with directors or persons connect with him.

(xv) The Company has incurred no cash loss in the fi nancial year under audit, but company has incurred cash loss to the extent of Rs. 755.17 Lacs in preceding fi nancial year.

(xvi)During the year there has been no resignation of statutory auditors of the company and hence this clause of the order is not applicable to the company.

(xvii)On the basis of the fi nancial ratio, ageing and expected date of realization of fi nancial assets and payment of fi nancial liabilities, other information accompanying the fi nancial statements, the auditors knowledge of the Board of Directors and management plans we are of the opinion that no material uncertainty exists as on date of the audit report that the company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from balance sheet date.

(xviii)According to the records of the company and information and explanations give to us, the provisions of Section 135 of the Companies Act, 2013 with regard to Corporate Social Responsibility are not applicable to the company hence clause 3(xx) of the order is not applicable.

(xix) (a) According to the information and explanations given to us, no material fraud by the Company or on the Company by its offi cers or employees has been noticed or reported during the course of our audit.

(b) The auditors have not fi led any report under sub section (12) of section 143 of the Companies Act in form ADT-4 as prescribed under rule 13 of the Companies (Audit and Auditors) Rules 2014 with the Central Government.

(c) According to the records of the company and information and explanation given to us, no whistle blower complaints have been received by the company during the year.

(xx) (a) The Company is registered under Section 45-IA of the Reserve Bank of India Act 1934.

(b) During the year, the company has conducted Non-Banking Financial activities and it has a valid Certifi cate of Registration (CoR) from the

Reserve Bank of India as per the Reserve Bank of India Act, 1934.

(c) The company is not a Core Investment Company (CIC) and /or an exempted or unregistered CIC as defi ned in the regulations made by the Reserve Bank of India.

(d) According to the records of the company and information and explanation given to us, the Group has one CIC.

(xxi) This clause is not applicable to the Company.

For Kanodia Sanyal & Associates Chartered Accountants FRN: 008396N

(Namrata Kanodia) Place: New Delhi Partner Date: 22-05-2023 Membership no.: 402909 UDIN: 23402909BGZHIS3789

ANNEXURE B TO THE AUDITORS REPORT

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

We have audited the internal fi nancial controls over fi nancial reporting of Consolidated Finvest & Holdings Limited(‘theCompany)asof31March2023inconjunction with our audit of the Ind AS fi nancial 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 fi nancial controls based on the internal control over fi nancial 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 (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal fi nancial controls that were operating effectively for ensuring the orderly and effi cient 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 fi nancial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal fi nancial controls over fi nancial 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, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal fi nancial controls, both applicable to an audit of Internal Financial Controls and, both 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 fi nancial controls over fi nancial reporting was established and maintained and if such controls operated effectively in all material respects.

An audit involves performing procedures to obtain audit evidence about the adequacy of the internal fi nancial controls system over fi nancial reporting and their operating effectiveness. Our audit of internal fi nancial controls over fi nancial reporting included obtaining an understanding of internal fi nancial controls over fi nancial 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 Ind AS fi nancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our qualifi ed audit opinion on the Companys internal fi nancial controls system over fi nancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal fi nancial control over fi nancial reporting is a process designed to provide reasonable assurance regarding the reliability of fi nancial reporting and the preparation of fi nancial statements for external purposes in accordance with generally accepted accounting principles. A companys internal fi nancial control over fi nancial reporting includes those policies and procedures that:-

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly refl ect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of fi nancial 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 the 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 fi nancial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal fi nancial controls over fi nancial 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 fi nancial controls over fi nancial reporting to future periods are subject to the risk that the internal fi nancial control over fi nancial 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, the Company has maintained, in all material respects, adequate internal fi nancial controls over fi nancial reporting and such internal fi nancial controls over fi nancial reporting were operating effectively as of March 31, 2023, based on the internal control over fi nancial 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 Kanodia Sanyal & Associates
Chartered Accountants
FRN: 008396N
(Namrata Kanodia)
Place: New Delhi Partner
Date: 22-05-2023 Membership no.: 402909
UDIN: 23402909BGZHIS3789

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