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SecUR Credentials Ltd.

BSE: 535027 Sector: Others
NSE: SECURCRED ISIN Code: INE195Y01010
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SecUR Credentials Ltd. (SECURCRED) - Auditors Report

Company auditors report

TO THE MEMBERS OF SECUR CREDENTIALS LIMITED

Report on the Financial Statements

Opinion

We have audited the Standalone financial statements of SECUR CREDENTIALS LIMITED("the Company") which comprise the Balance Sheet as at March 31 2019 theStatement of Profit and Loss and the Statement of Cash Flows for the year ended on thatdate and notes to the financial statements including a summary of the significantaccounting policies and other explanatory information.

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 Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India

a) In the case of the Balance Sheet of the state of affairs of the Company as at March31 2019

b) In the case of Statement of profit and loss of the Profit for the year ended onthat date.

c) In the case of the Cash Flow Statement of the cash flows of the company for theyear ended on that date.

Basis for opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143 (10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theStandalone Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the independence requirements that are relevant to our audit ofthe Standalone financial statements under the provisions of the Act and the Rules madethereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics.

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.

Key audit matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.

Management's Responsibility for the 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 preparationand presentation of these Standalone financial statements that give a true and fair viewof the financial position financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Standalone financial statements that give a true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the Standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company's financial reportingprocess.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(I) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

• We communicate with those charged with governance regarding among othermatters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards. From the matters communicated withthose charged with governance we determine those matters that were of most significancein the audit of the standalone financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor's report unlesslaw or regulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.

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 affairs of the Companyas at 31st March 2019 and its profit for the year ended on that date.

Basis for Qualified Opinion (Required in a Qualified Opinion)

The CSR amount required to be spent as per Section 135 of the companies Act 2013 readwith Schedule VII thereof by the company during the year. The Company had made theprovision towards CSR expenditure however the CSR Expenses have not been incurred. (Referto Note No. 42.)

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act We give in the "Annexure A" statement on the matters specified inparagraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act based on our audit 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 Statement of Cash Flowsdealt with by this Report are in agreement with the books of accounts.

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 of theCompany as on March 31 2019 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2019 from being appointed as a director in termsof Section 164(2) of the Act.

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". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

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 as amended inour opinion and to the best of our information and according to the explanations given tous:

i) The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements.

ii) The Company did not have any long-term contracts for which there were any materialforeseeable losses.

iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

For B M PAREKH & CO.
Chartered Accountants
(Firm's Registration No.107448W)
B.M.Parekh
Partner
Mumbai 30th May2019 (Membership No. 012651)

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements'section of our report to the Members of SecUR Credentials Limited of even date)

i) In respect of the Company's fixed assets:

a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b) The Company has a program of verification to cover all the items of fixed assets.Pursuant to the program fixed assets were physically verified by the management duringthe year. According to the statement provided by the management given to us no materialdiscrepancies were noticed on such verification.

c) According to the information and explanations given to us and the records examinedby us and based on the examination of the title deeds provided to us we report that thetitle deeds comprising all the immovable properties of land which are freehold are heldin the name of the Company as at the balance sheet date. In respect of immovableproperties of land and building that have been taken on lease and disclosed as fixedassets in the standalone financial statements the lease agreements are in the name of theCompany.

ii) In respect of Inventories:-

The Company is in the business of providing services and does not have any physicalinventories. Accordingly reporting under clause 3 (ii) of the Order is not applicable tothe Company.

iii) In respect of Loans granted by the Company :-

According to the information and explanations given to us the Company has not grantedunsecured loans to the related parties which includes companies firms or other partiescovered in the register maintained under section 189 of the Companies Act 2013.

iv) In respect of Compliance u/s 185 & 186:-

In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.

v) In respect of Public deposits:-

As per the information and explanation given to us the company has not accepted anydeposits from the public. Therefore the provisions of sections 73 to 76 are notapplicable to the Company.

vi) In respect of Cost Records:-

The maintenance of cost records has not been specified by the Central Government undersection 148(1) of the Companies Act 2013 for the business activities carried out by theCompany. Thus reporting under clause 3(vi) of the order is not applicable to the Company.

vii) In respect of Statutory Dues:-

According to the information and explanations given to us in respect of statutorydues:

a) According to the information and explanations provided to us and on the basis of ourexamination of the records of the Company There were delays for amounts deducted /accrued in the books of account in respect of undisputed statutory dues includingprovident fund employees' State Insurance income tax Goods and Service tax sales taxservice tax duty of customs duty of excise value added tax octroi Cess and othermaterial statutory dues being deposited during the year by the Company with theappropriate authorities. According to the information and explanations given to usundisputed amounts payable in respect of provident fund sales tax service tax duty ofcustoms duty of excise value added tax octroi Cess and other material statutory dueswere in arrears as at 31 March 2019 for a period of more than six months from the datethey became payable are as per details:-

Statutory Liabilities Outstanding for more than 6 months
ESIC 934175
PF 2030640
Prof Tax 1278775
Service Tax 340912
TDS 6710428
Maharashtra Labour Welfare Board 12096
11307026

b) According to the information and explanations given to us the dues outstanding withrespect to income tax sales tax service tax Goods and Service tax duty of customsduty of excise value added tax Cess and other material statutory dues applicable to iton account of any dispute is as follows :-

Nature of Dues Amount (In Rs.) Period to which the amount relates Forum where dispute is pending
ESIC Rs.2369747/- 2013-14 and 2015-16 Labor court
TDS Rs.1530210/- 2010-2018 Income Tax Authorities
Income Tax Rs.205106/- 2007-08 and 2017-18 Income tax Authorities

viii) In respect of repayment of Financial Dues:-

As per the information and explanation given and according to records provided to usthe Company has not defaulted in repayment of loans and borrowings to a financialinstitution bank Government or dues to debenture holders as on 31st March2019.

ix) In respect of Public Issues:-

The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments). Term loan taken has been used for the purpose forwhich it taken during the year.

x) In respect of Frauds :-

To the best of our knowledge and according to the information and explanations given tous no fraud by the Company or no material fraud on the Company by its officers oremployees has been noticed or reported during the year.

xi) In respect of Managerial Remuneration :-

In our opinion and according to the information and explanations given to us theCompany has paid/provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.

xii) In respect of applicability of any special statutes:-

The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of theOrder is not applicable to the Company.

xiii) In respect of compliance u/s 177 & 188:-

In our opinion and according to the information and explanations given to us theCompany is in compliance with Section 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the standalone financial statements as required by theapplicable accounting standards.

xiv) In respect of Preferential Allotment:-

During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly paid convertible debentures and hence reportingunder clause 3 (xiv) of the Order is not applicable to the Company.

xv) In respect of Non- Cash Transactions with directors:-

In our opinion and according to the information and explanations given to us duringthe year the Company has not entered into any non-cash transactions with its Directors orpersons connected to its directors and hence provisions of section 192 of the CompaniesAct 2013 are not applicable to the Company.

xvi) In respect of Registration u/s 45-IA :-

The Company is not required to be registered under section 45-IA of the Reserve Bank ofIndia Act 1934.

For B M PAREKH & CO.
Chartered Accountants
(Firm's Registration No.107448W)
B.M.Parekh
Partner
Mumbai 30th May2019 (Membership No. 012651)

ANNEXURE 'B' TO THE INDEPENDENT AUDITOR'S REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of SECURCREDENTIALS LIMITED ("the Company") as of March 31 2019 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under Section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols 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 Standalone financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that

(1) Pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of Standalone financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial 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 to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2019 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For B M PAREKH & CO.
Chartered Accountants
(Firm's Registration No.107448W)
B.M.Parekh
Partner
Mumbai 30th May 2019 (Membership No. 012651)