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IIFL Holdings Ltd.

BSE: 532636 Sector: Financials
NSE: IIFL ISIN Code: INE530B01024
BSE LIVE 15:40 | 22 Sep 639.30 -33.05
(-4.92%)
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672.35

HIGH

672.35

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635.50

NSE 15:55 | 22 Sep 640.20 -33.00
(-4.90%)
OPEN

670.00

HIGH

670.00

LOW

633.65

OPEN 672.35
PREVIOUS CLOSE 672.35
VOLUME 17545
52-Week high 738.80
52-Week low 229.00
P/E 115.82
Mkt Cap.(Rs cr) 20,355
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 672.35
CLOSE 672.35
VOLUME 17545
52-Week high 738.80
52-Week low 229.00
P/E 115.82
Mkt Cap.(Rs cr) 20,355
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IIFL Holdings Ltd. (IIFL) - Auditors Report

Company auditors report

To the Members of IIFL Holdings Limited

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of IIFL HoldingsLimited ("the Company") which comprise the Balance Sheet as at March 31 2017the Statement of Profit and Loss and the Cash Flow Statement for the year then ended anda summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 (the ‘Act') with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

OPINION

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of a_airs of the Companyas at March 31 2017 and its profit and its cash flows for the year ended on that date.

REPORTONOTHERLEGALANDREGULATORYREQUIREMENTS

1. As required by the Companies (Auditor's Report) Order 2016 (the ‘Order')issued by the Central Government of India in terms of Section 143(11) of the Act we givein the "Annexure A"; a statement on the matters specified in paragraphs 3 and 4of 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 bestof 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 theCompany 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 Statementdealt with by this report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;

(e) On the basis of the written representations received from the directors as on March31 2017 taken on record by the Board of Directors none of the directors is disquali_edas on March 31 2017 from being appointed as a director in terms of Section 164 (2) of theAct;

(f ) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B"; and

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financialposition in its financial statements refer note no. 26 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; iii. There has been no delay intransferring amounts required to be transferred to the Investor Education and ProtectionFund by the Company; and

iv. The Company has provided requisite disclosures in its standalone financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom November 08 2016 to December 30 2016 and these are in accordance with the books ofaccounts maintained by the Company. Refer Note 37 to the standalone financial statements.

For Sharp and Tannan Associates
Chartered Accountants
Firm's Registration No.:109983W
By the hand of
Tirtharaj Khot
Place: Mumbai Partner
Date: May 04 2017 Membership No.: (F) 037457

The Annexure referred to in Independent Auditor's report to the members of IIFLHoldings Limited ("the Company") for the year ended March 31 2017. Wereport that:

1. (a) The Company has maintained adequate records to show full particulars includingquantitative details and situation of the fixed assets.

(b) As explained to us these fixed assets have been physically verified by themanagement in accordance with a phased programme of verification which in our opinion isreasonable having regard to the size of the Company and nature of its assets. Thefrequency of physical verification is reasonable and no material discrepancies werenoticed on such verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deed of immovable property is held inthe name of the Company.

2. The Company is not carrying on any manufacturing or trading activity. Thereforeparagraph 3 (ii) of the order is not applicable to the Company.

3. The Company has granted loan to six companies covered in the register maintainedunder section 189 of the Companies Act 2013 (‘the Act').

(a) In our opinion the rate of interest and other terms and conditions on which theloans had been granted to the companies listed in the register maintained under Section189 of the Act were not prima facie prejudicial to the interest of the Company.

(b) In the case of the loans granted to the Companies listed in the register maintainedunder section 189 of the Act the borrowers have been regular in the payment of theprincipal and interest as stipulated.

(c) There are no overdue amounts in respect of the loan granted to companies listed inthe register maintained under section 189 of the Act.

4. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act with respectto the loans investments guarantees and securities made.

5. The Company has not accepted any deposits during the year from the public to whichthe directives issued by Reserve Bank of India and the provisions of Section 73 to 76 andany other relevant provisions of the Act and the rules framed thereunder apply.

6. As per the information and explanations given to us in respect of the class ofindustry the Company falls under the maintenance of cost records has not been prescribedby the Central Government under section 148(1) of the Companies Act 2013. ThereforeParagraph 3 (vi) of the Order is not applicable to the Company.

7. (a) According to the information and explanations given to us and the records of theCompany examined by us the Company is generally regular in depositing undisputedstatutory dues including provident fund employees' state insurance income tax salestax service tax duty of customs duty of excise value added tax and any other materialstatutory dues as applicable to the Company with the appropriate authorities. There wereno material undisputed amounts payable in respect of provident fund employees' stateinsurance income tax sales tax service tax duty of customs duty of excise valueadded tax and any other material statutory dues as applicable to the Company outstandingas at March 31 2017 for a period of more than six months from the date they becamepayable.

(b) According to the information and explanations given to us and records of theCompany examined by us there are no cases of non-deposit with the appropriate authoritiesof disputed dues of duty of customs or duty of excise. However according to theinformation and explanations given to us the following dues of service tax sales taxvalue added tax profession tax and income tax have not been deposited by the Company onaccount of disputes:

Name of the Statute Nature of the disputed dues Amount of Tax (Rs In Millions ) Period to which the amount relates Forum where dispute is pending
MVAT Act 2002 Delay in _ling VAT Audit Report for the period 2007-2008 Rs 0.56 F.Y. 2007-2008 Jt. Comm. Of Sales Tax
Profession Tax Profession Tax Penalty & Interest Rs 1.55 A.Y.2007-2008 Dy. Comm. Of Sales Tax – Appeals
Income Tax Act1961 Disallowance of Expenses U/S 14 A Rs 0.61 A.Y.2006-2007 Assessing Officer under section 254 of the Income Tax Act1961.
Income Tax Act1961 Disallowance of Depreciation Disallowance U/S 14A and Disallowance of Expenses Rs 7.03 out of total demand of Rs 13.96 A.Y.2007-2008 Assessing officer under section 254 of the Income Tax Act1961.
Income Tax Act1961 Disallowance of Expenses u/s 14 A and ESOP Expenses Rs 39.57 out of total demand of Rs 59.38 A.Y.2008-2009 Assessing Officer under section 254 of the Income Tax Act1961. The Company has also _led an appeal before High Court against the ITAT order.
Income Tax Act1961 Disallowance of Expenses u/s 14 A and ESOP Expenses and Transfer Pricing Adjustment Rs 25.36 out of total demand of Rs 67.07 A.Y.2010-2011 CIT Appeals of Income Tax
Income Tax Act1961 Disallowance of Expenses u/s 14 A and ESOP Expenses and Transfer Pricing Adjustment Rs 35.39 A.Y. 2011-2012 CIT Appeals of Income Tax
Income Tax Act1961 Disallowance of Expenses u/s 14 A and ESOP Expenses and Transfer Pricing Adjustment Rs 112.84 out of total demand of Rs 132.84 A.Y. 2012-2013 CIT Appeals of Income Tax
Income Tax Act1961 Disallowance of Expenses u/s 14 A and Transfer Pricing Adjustment Rs 51.78 A.Y. 2013-2014 CIT Appeals of Income Tax
Service Tax Act1994 Service Tax on brokerage and transaction charges Rs 1.14 For the period 1.4.2007 to 31.03.2012 Commissioner of Central Excise Appeals

8. Based on our audit procedures and according to the information and explanationsgiven to us the Company has not defaulted in repayment of its dues to debenture holders.The Company has not borrowed from bank financial institution and government during theyear.

9. The Company did not raise any money by way of initial public o_er or further publico_er (including debt instruments) and term loan during the period. Therefore paragraph 3(ix) of the Order is not applicable to the Company.

10. During the course of our examination of the books and records of the Companycarried out in accordance with generally accepted auditing practices in India andaccording to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

11. According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not paid / provided formanagerial remuneration.

Therefore paragraph 3 (xi) of the Order is not applicable to the Company.

12. In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Therefore paragraph 3(xii) of the Order is not applicableto the Company.

13. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

14. According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Therefore paragraph 3 (xiv) of the Order is not applicable to the Company.

15. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Therefore paragraph 3 (xv) ofthe Order is not applicable to the Company.

16. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For Sharp and Tannan Associates
Chartered Accountants
Firm's Registration No.:109983W
By the hand of
Tirtharaj Khot
Place: Mumbai Partner
Date: May 04 2017 Membership No.: (F) 037457

ANNEXURE B TO THE AUDITORS' REPORT

Independent Auditors' report to the members of IIFL Holdings Limited ("theCompany") on the Internal Financial Controls under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act 2013 ("the Act").

We have audited the internal financial controls over financial reporting of the Companyas of March 31 2017 in conjunction with our audit of the standalone financial statementsof the Company for the year ended on that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI').

These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly ande_cient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reffect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's 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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Sharp and Tannan Associates
Chartered Accountants
Firm's Registration No.:109983W
By the hand of
Tirtharaj Khot
Place: Mumbai Partner
Date: May 04 2017 Membership No.: (F) 037457