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Emmessar Biotech & Nutrition Ltd Auditor Reports

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Emmessar Biotech & Nutrition Ltd Share Price Auditors Report

We have audited the accompanying Ind AS inancial statements of Emmessar Biotech & Nutrition Limited (“the Company”), which comprise the Balance Sheet as at 31st March 2023, the Statement of Pro it and Loss, Statement of Changes in Equity and Statement of Cash Flows for the year then ended and notes to the inancial statements, including a summary of signi icant accounting policies and other explanatory information (hereinafter referred to as “the inancial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid inancial 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 Indian Accounting Standards prescribed 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 of the Company as at March 31, 2023, its pro it, total comprehensive income, changes in equity and cash lows for the year ended on that date.

Basis for Opinion

We conducted our audit of the inancial statements in accordance with the Standards on Auditing (SAs) speci ied under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the inancial 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 inancial statements under the provisions of the Act and the Rules thereunder, and we have ful illed our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is suf icient and appropriate to provide a basis for our opinion on the inancial statements.

Key Audit Matters

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

Key Audit Matter

Response to Key Audit Matter

Recognition of deferred tax Assets

Our audit procedures included among others examining the future projections which are based on the judgement of the management taking into account the following:

The company has recognised deferred tax asset mainly on account of unabsorbed depreciation and tax credit available for set off (Minimum Alternate Tax) under the Income Tax Act. Under Ind AS 22 Income Taxes deferred tax assets shall be recognised to the extent that it is probable that future taxable pro it will be available against which the unused tax allowance and tax credit can be utilised. This requires signi icant management judgement and estimation. As a result, the recognition of the deferred tax asset is a signi icant item of our audit.

a. Unabsorbed depreciation which forms major portion of the deferred tax asset can be carried forward and set off against taxable pro its for unlimited number of years under the Income Tax Act
b. MAT credit set off is allowed only if tax payable as per normal provisions is greater than tax payable as per MAT and also to the extent of the difference between the two, hence reversal of unutilised MAT credit is subject to Companies pro itability in future years
c. Pro itability projections based on current orders provided by the management have been relied on for continuing deferred tax assets. Accordingly, we have found the future projections made by management for the purpose of recognition of deferred tax asset in the inancial statements to be appropriate.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Boards Report including Annexures to Boards Report, but does not include the inancial statements and our auditors report thereon. Our opinion on the inancial 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 inancial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the inancial statements or our knowledge obtained in the audit, or otherwise appears to be 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 Act with respect to the preparation of these inancial statements that give a true and fair view of the inancial position, inancial performance, total comprehensive income, changes in equity and cash lows of the Company in accordance with the 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 of 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 inancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the inancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the inancial statements, the 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.

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

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the inancial 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 in luence the economic decisions of users taken on the basis of these inancial 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 inancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suf icient 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 inancial controls 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 inancial 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 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 signi icant doubt on the ability of the Company 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 inancial 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 inancial statements, including the disclosures, and whether the inancial 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 signi icant audit indings, including any signi icant de iciencies 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 signi icance in the audit of the inancial 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 bene its 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 in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters speci ied in paragraphs 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 of the inancial statements. 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 Pro it and Loss (including Other Comprehensive Income), the Statement of changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account maintained for the purpose or preparation of the inancial statements. d) In our opinion, the aforesaid inancial statements comply with the Ind AS speci ied under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. e) On the basis of the written representations received from the directors as on 31st March, 2023 taken on record by the Board of Directors, none of the directors is disquali ied as on 31st March, 2023 from being appointed as a director in terms of Section 164

(2) of the Act. f) With respect to the adequacy of the internal inancial controls over inancial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in

“Annexure B”. 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:

(b) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entity ("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 identi ied in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Bene iciaries") or provide any guarantee, security or the like on behalf of the Ultimate Bene iciaries; and

(c) In our opinion and based on the audit procedures, we have considered reasonable and appropriate in the circumstances; nothing has come to our notice that has caused us to believe that the representations under sub-clause

(a) and

(b) contain any material misstatement.

v. The Company has neither declared nor paid any dividend during the year. v

i. Proviso to Rule 3

(1) of Companies (Accounts) Rule, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail ( edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11

(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the inancial year ended

For V. Sankar Aiyar & Co.,
Chartered Accountants
(FRN 109208W)

Place: Mumbai

(Asha Patel)

Date: May 20, 2023

Partner
(M.No. 166048)
UDIN:231660488GUTEW7273

Annexure A to the Independent Auditors Report Annexure referred to in our report of even date to the members of Emmessar Biotech & Nutrition Limited on the inancial statements for the year ended 31st March 2023

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

(B) The Company has maintained (b) Property, Plant and Equipment have been physically veri ied by the management at reasonable intervals. According to information and explanations given to us, no material discrepancies were noticed on such veri ication. (c) According to the information and explanations given to us and based on veri ication of records provided to us, we report that, the title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the inancial statements are held in the name of the company. (d) According to the information and explanation given to us, the Company has not revaluedits Property Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.

(e) According to the information and explanation given to us, no proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act 1988 (45 of 1988) and rules made thereunder and accordingly, the requirements of paragraph 3(i)(e) of the Order are not applicable to the Company.

(ii) (a) The inventory has been physically veri ied by the Management at reasonable intervals during the year. The procedures of physical veri ication of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business. No material discrepancies were noticed on such physical veri ication.

The company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical veri ication of inventory as compared to the book records.

(b) In our opinion and according to the information and explanation given to us, the Company has not availed working capital limits from Banks on the basis of security of current assets during the year at any point of time, Hence Clause 3(ii)(b) of the Order is not applicable to the Company. (iii) According to the information and explanations given to us, The Company has not made any investment in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, irm, Limited Liability Partnerships or any other parties during the year. Therefore, paragraph 3(iii)(a) to (f) of the Order is not applicable to the Company.

(iv)

According to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Act with respect to the loans, investments, guarantees and securities made as applicable.

(v)

The Company has not accepted any deposits from the public, within the meaning of Section 73 to 76 or any other relevant provisions of the Act and Rules framed thereunder. We are informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or other tribunal.

(vi)

According to the information and explanations given to us, in respect of the class of industry the company falls under, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act. Therefore, paragraph 3(vi) of the Order is not applicable to the Company.

(vii) (a)

According to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, service tax, sales tax, value added tax, goods and services tax, cess and other statutory dues as applicable to the Company with the appropriate authorities. Further as explained, there are no undisputed statutory dues outstanding for more than six months as at 31st March 2023 from the date they became payable; (b) According to the information and explanations given to us and records of the Company examined by us, there are no dues of Income Tax, Wealth Tax, Sales Tax, Service Tax, Value Added Tax, Goods and Services Tax, Excise Duty, Customs Duty and Cess which have not been deposited on account of any dispute.

(viii) In our opinion and according to the information and explanation given to us, in respect of tax assessments made under the Income Tax Act, 1961, there are no transactions which have been surrendered or disclosed as income by the Company. Accordingly, there are no previously unrecorded income and related assets which have been accounted in the books of account during the year.

(ix) According to information and explanation given to us, a. The Company has not defaulted in repayment of loans or borrowings or in payment of interest thereon to any lender.

b.

The Company has not been declared willful defaulter by any bank or inancial institution or government or any government authority. c. The Company does not have any term loans.Hence reporting under clause (ix)(c) of the Order not applicable. d. On an overall examination of the inancial statements of the Company, funds raised on short term basis have, prima facie, not been utilized for loan term purposes by the Company. e. On an overall examination of the inancial statements of the Company, Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, and its associate and hence reporting on clause 3(ix)(e) of the Order not applicable.

The Company has not raised any loans during the year on pledge of securities held in its subsidiaries, and its associate and hence reporting on clause 3(ix)(f) of the Order not applicable.

(x) (a)

In our opinion and according to the information and explanation given to us, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under the clause 3(x)(a) is not applicable.

(b) In our opinion and according to the information and explanations given to us, the Company has not made preferential allotment of shares or convertible debentures during the year,

Hence clause 3(x)(b) of the Order is not applicable to the Company. (xi) (a) Based upon the audit procedures performed and information and explanations given by the management, we have not come across any instances of fraud by the Company or on the Company during the year.

(b) We have not iled Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government since we have not come across any instances of fraud by the Company or on the Company during the year. (c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) In our Opinion and according to the information and explanations given to us, the Company is not a Nidhi Company and hence clause (xii) of the order is not applicable to the Company.

(xiii) According to the information and explanation given to us and based on veri ication of the records and approvals of the Audit Committee, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

(xiv) (a) In our opinion and based on our examination, the Company has an internal audit system commensurate with the size and nature of its business and nature of its business;

(b) We have considered the internal audit reports for the year under audit, issued to the Company and till date, in determining the nature, timing and extent of our audit procedures.

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with Directors or persons connected with him during the year.

(xvi) (a) In our opinion and according to information and explanation given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Hence reporting under clause 3 (xvi)(a), (b) and (c) of the order are not applicable to the Company.

(b) In our opinion and according to information and explanation given to us, there is no core investment company within the Group (as de ined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3 (xvi) (d) of the order is not applicable to the Company. (xvii) The company has not incurred any cash losses in the inancial year and also in the immediately preceding inancial year.

(xviii) There has been no resignation of statutory auditors during the year and accordingly the requirements of Clause 3(xviii) of the Order not applicable to the Company.

(xix) In our opinion and on the basis of examination of the inancial ratios, ageing and expected dates of realisation of inancial assets and payment of inancial liabilities, other information accompanying the inancial statements, our knowledge of the Board of Directors and management plans, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the balance sheet date as and when they fall due within a period of one year from the balance sheet date. We however state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) (a)

According to the information and explanations given to us, there are no unspent amounts towards Corporate Social Responsibility (CSR) on other than ongoing projects requiring a transfer to a Fund speci ied in Schedule VII to the Companies Act in compliance with second proviso to subsection (5) of Section 135 of the said Act.

(b) In our opinion and according to information and explanation given to us, the Company does not have any ongoing projects towards Corporate Social Responsibility (CSR). Hence reporting under clause 3(xx)(b) of the Order is not applicable.

For V. Sankar Aiyar & Co.,
Chartered Accountants
(FRN 109208W)

Place: Mumbai

(Asha Patel)

Date: May 20, 2023

Partner
(M.No. 166048)
UDIN:231660488GUTEW7273

Annexure B to Auditors Report

Annexure referred to in our report of even date to the members of Emmessar Biotech & Nutrition Limited on the inancial statements for the year ended 31st March 2023

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 inancial controls over inancial reporting of Emmessar Biotech & Nutrition Limited (“the Company”) as of March 31st, 2023 in conjunction with our audit of the inancial 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 inancial controls based on the internal control over inancial 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 inancial controls that were operating effectively for ensuring the orderly and ef icient conduct of its business, including adherence to 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 inancial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal inancial controls over inancial 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 inancial 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 inancial controls over inancial reporting was 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 inancial controls system over inancial reporting and their operating effectiveness. Our audit of internal inancial controls over inancial reporting included obtaining an understanding of internal inancial controls over inancial 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 judgement, including the assessment of the risks of material misstatement of the inancial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is suf icient and appropriate to provide a basis for our audit opinion on the Companys internal inancial controls system over inancial reporting.

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal inancial controls over inancial 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 inancial controls over inancial reporting to future periods are subject to the risk that the internal inancial control over inancial 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, in all material respects, an adequate internal inancial controls system over inancial reporting and such internal inancial controls over inancial reporting were operating effectively as at March 31, 2023 based on the internal control over inancial 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 V. Sankar Aiyar & Co.,
Chartered Accountants
(FRN 109208W)

Place: Mumbai

(Asha Patel)

Date: May 20, 2023

Partner
(M.No. 166048)
UDIN:231660488GUTEW7273

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