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SecUR Credentials Ltd.

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

Company director report

Dear Shareholders

Your Directors present their 19th Annual Report together with the Audited financialstatements of your Company for the year ended 31st March 2020.

1. FINANCIAL HIGHLIGHTS:

PARTICULARS 2019-20 2018-19
Revenue from Operations 547370751 600439831
Other income 2260387 2894317
Total Revenue 549631138 603334148
Less: Expenditure 469747496 482827486
Profit Before Finance cost Depreciation and Tax 79883642 120506662
Finance cost 38947239 19652446
Depreciation 30550135 20439595
Profit Before Tax 10386268 80414621
Current Tax 1921460 16600000
Deferred Tax 4880364 7350404
Profit After Tax 3584444 56464217

2. DIVIDEND

In order to conserve resources of the Company Your Directors have not recommended anydividend for the financial year ended 31st March 2020.

3. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge confirm that -

a) in the preparation of the accounts the applicable accounting standards have beenfollowed along with proper explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that year;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

4. MANAGEMENT DISCUSSION AND ANALYSIS

To avoid duplication between Directors' Report and the Management Discussion andAnalysis your Directors have presented a composite report.

INDUSTRY OVERVIEW

For the first three Quarters of this Financial Year (April to December) the backgroundscreening industry in India continued to grow in the high double digits driving by strongeconomic growth and robust hiring across sectors.

• Hiring in the IT / ITES industry continued to be one of the largest industrycustomer segments for the background screening industry. We witnessed strong hiring inboth fresher as well as lateral hiring. This sector continues to be one of the largestemployers in the country and good hiring trends here always become a good lead indicatorfor our industry as well. has picked up in the last FY compared to the previous FY. Alsodue to the regular employee churn the BGC requirements of the ITES/BPO sector have alwaysshown steady growth.

• One encouraging trend and a great potential future growth driver for the BGCindustries is the acceptance of employee background screening as a necessary HR practiceby all the new age businesses including e-commerce digital businesses and doorstepdelivery businesses. These industries have extremely large employee populations and webelieve that they will become the largest employers in the services sector in the years tocome. Although their BGC requirements tend to be more limited than the traditional clientsegments the sheer volumes more than make up for the lower pricing.

• The trend of a number of organisations taking employee resources on board not ondirect payroll but through third party manpower organisations has continued to show anincreasing trend. While the early adoption of third party staffing had been with largemature traditional organisations we have seen a rapid increase in this route of staffingnot just with the new gen business enterprises (including ecommerce). Going forward thethird party staffing sector is likely to become one of the largest client segments for ourbusiness. However there are some challenges in working with this sector in terms of bothpricing and payment terms which we need to factor in when we project business volumesfrom here.

All the above points led us to believe that we were heading for another exciting yearof growth for your Company in FY 201920. Unfortunately by the beginning of the lastQuarter in January worries about the COVID pandemic had already started building up andmost organisations had put their recruitment plans on hold till there was more clarity onits implications for the business.

The COVID pandemic unleashed on the world over the last three Quarters will have longlasting and deep rooted impacts on the background screening industry just as it has forthe rest of the corporate world. Our industry is almost completely dependent on freshrecruitment of employees as well as constant churn of employees changing jobs. In thecurrent environment of global uncertainty there is no way to anticipate how recruitmentpatterns will get impacted or at least how bad the impact will be and how long it willlast. Lakhs of employees have been laid off rather than hired and the ones who have notlost employment are definitely not taking the risk of a job change this year.

Eventually once the much awaited vaccine will hopefully be distributed by mid 2021. Asnews of availability of a widely accepted vaccine spreads business processes will slowlypick up momentum. But even a most optimistic scenario does not expect the overall economyto crawl back to normalcy till the middle of next year. The world which emerges postCOVID will be a very different world from the one which existed pre COVID.

Digitisation is going to take quantum leaps across the world. And this will throw upnumerous opportunities as well as threaths for your Company. Today one of the biggestchallenges to bringing down cycle time for our product delivery is the fact that a lot ofour processes continue to be manual on the ground activities. That has changeddramatically in the post COVID world. For example an increasing number of clients isopting out of "knock on the door" checks such as residence verification in orderto avoid health hazards to employees and their families and instead opting for digitallocation mapping based solutions. As digitisation increases our cycle times will comedown dramatically and along with that cost efficiencies will also improve.

In addition with the focus of reducing fixed costs to make organisations more nimbleOrganisational HRs will even more outsource any activity which they see as"non-core" such as recruitment payroll processing and similarly BGC. With theeconomic costs of the COVID pandemic weighing heavily there will be a shakeout in the BGCindustry as well. A number of smaller companies in this space have already shut down orwill do so in the near future. In addition client organisations will look atconsolidating their outsourced work with a few larger suppliers which will throw up manymore opportunities for companies of the scale of SecUR Credentials.

There will be a flipside to digitisation of data and that is something your Companymust always keep an eye out for. There will be increasing demands for and regulationrelated to privacy of information. Although this will be gradual with increasingawareness at the individual level of the amount of data available online variousregulatory authorities are bound to step in to set boundaries on usage of this data. As anorganisation we are fully committed to ensure adherence to all privacy related norms andhave already factored certain international regulatory requirements such as theEurope-based GDPR guidelines.

However a lot of the expected changes in the industry in the future are most honestlyjust an intelligent conjecture at this point of time. As we progress towards a long termsolution for the COVID situation which will have to be an affordable mass vaccineavailable to all Indians the economic situation in India and the world will keep evolvingon an almost daily basis. This will determine the nature of this industry for the futurejust as it determines the nature of all our client industries in the future too.

We provide end to end background screening services to our clients. These backgroundscreening services are not restricted to only employees of organisations but can includecontract staff domestic staff odd job service providers potential target investmentcompanies persons being considered for leadership role s borrowers and many more. Ourservices can be broadly classified into the following.

Employee background checks: Employee background checks: There is widespreadfalsification of information in resumes prepared by potential employees. This includesoverstating of qualifications overstated compensation completely fake employment stintsfake education degrees faked medical records to even more dangerous masking of pastcriminal records and fake identities. Our past experience over lakhs of resumes has shownus that in India this incidence of fake information in resumes is as high as 15 -20percent across geographies across hierarchies and across industries. Our backgroundscreening services go and verify the information claimed by the candidate against thesource of that information. For example if a candidate claims a post graduate degree froma particular University we approach that University to ratify that information. Ouremployee background checks cover all elements of a candidate's resume - employmenthistory education qualifications litigation history medical status any possiblesubstance abuse candidate genuineness and soon.

Checks on contract staff / odd job service providers: Any individual entering anorganisation's premises either directly on its payrolls or through a third party serviceprovider such as staffing companies housekeeping agencies security agencies transportservice providers is a potential risk if not completely measured and monitored. There isan increasing awareness of this across corporates and so they are either insisting thatsuch third party providers conduct background checks on their employees before sendingthem on site or conducting checks on such employees themselves. As a result there isasurge in delivering (slightly simplified) background checks on employees of suchorganizations.

Due diligence services: Due diligence services are a specialized service offeringwhich provide indepth information and analysis of profiles of either senior level hireswithin organizations or individuals who are being looked at as potential investmentpartners or even individuals and organisations which are being looked at as supply chainpartners. Due diligence tries to provide a 360 degree view of individuals and willinclude not just verifying the person's antecedents as stated in his resume but also pastbusiness partnerships and associations family member profiles and business associationsdiscreet checks to get informal feedback and so on. This service is an extremelyspecialised service and both pricing as well as service deliverables are decided on acase-by-case basis. This is an upcoming product niche and while it will never be a largevolume segment the value here is much better than the standard BGC product.

Verification of PAN card applicants: For the past couple of years we have been workingwith both the agencies which issue PAN cards on behalf of the Government - NSDL (NationalSecurities Depository Ltd) and UTI. This is to ensure the genuineness of PAN cardapplicants across the country. Since potentially fraudulent applicants can actually becomered herrings in the financial system this service offering is not just a revenue channelbut also a matter of national pride for us.

OPERATIONAL HIGHLIGHTS PAST YEAR

For the first three financial Quarters of the FY 2019-20 we have continued our patternof high growth rate in the past year. We have retained and grown our client base andexpanded it across sectors and geographies.

In terms of sectoral representation our client base includes leading names from almostall sectors IT/ITES Banks Insurance Mutual Funds NBFCs Hospitals Hospitality Gems& Jewellery Retail Ecommerce Staffing Companies Education Professional FirmsPharmaceutical FMCG and many more.

Apart from the growth in revenues clients and employees some of the key operationalhighlights of the past Financial Year which reflect also on our strategic direction goingforward are as below.

BUILDING A LEANER ORGANISATION

There has been a significant slowdown in the macro economic scenario over the last fewQuarters even prior to the COVID outbreak. In our endeavour to manage most processesin-house we had built substantial fixed costs in our Profit & Loss in terms of bothmanpower as well as delivery centres across the country.

In the two Quarters of this Financial Year we had already taken conscious strategicdecision to manage our ramp up on service delivery through more outsourcing. This willmake the cost structure of our delivery model more variabilised and hencerecession-proof. Also as technology evolves a lean organisation will be more prepared torespond faster and take advantage of these changes.

With this strategic direction the Management Team has in fact projected asignificant reduction in manpower numbers over the coming Financial Year.

Focus on automation including use of AI and RPA tools

We believe to make our service delivery scaleable as well as to deliver world classdelivery the solution will be to re-engineer our business processes using every possibleautomation solution available. With this objective your Company has been experimentingwith various state of art technology solutions including using Artificial Intelligence(AI) tools voice recognition Robotic Process Automation (RPA) across different steps inour core processes.

The final design we are aspiring for is to build a completely automated servicedelivery model which will also tie in with our vision of building a Lean organisation. Itis only with extremely high degrees of automation that we will be able to provideconsistent high quality service experiences to our clients.

5. SHARE CAPITAL

The issued subscribed and paid up share capital of the Company stood atRs.48884250/- as on 31st March 2020 comprising of 4888425 Equity Shares of Rs.10/-each fully paid up. There was no change in the share capital during the year.

Further the Company has not issued shares with differential voting rights nor hasgranted any stock options or sweat equity.

6. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered into with the related partiesduring the year under review were in the ordinary course of business and on an arm'slength basis. All the related party transactions are part of the notes to accounts of thefinancial statements for the F.Y. 2019-20. There were no material related partytransactions i.e. transactions exceeding 10% of the annual consolidated turnover as perthe last audited financial statements. Hence no transactions are required to be reportedin form AOC-2.

7. SUBSIDIARY

Your Company has incorporated two wholly owned subsidiary Companies during the F.Y.2018-19. One in Singapore viz. SecUR Credentials Pte. Ltd. on 11th June 2018 and anotherin India viz. SecUR B2C Private Limited on 19th March 2019.

During the year the Company has transferred control of SecUR Credentials Pte. Ltd. toanother Company without any consideration as the Company does not see any future businessoperations in this region. SecuUR B2C has not started its operations as on 31st March2020.

8. CONSOLIDATED FINANCIAL STATEMENT

Your Company has not prepared consolidated financial statements in a view that itsSubsidiary Company has not started operations as on 31st March 2020.

9. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 provisions of regulations 17 to 27 clauses (b) to (i) of sub-regulaon(2) of regulation 46 and para C D and E of Schedule V of the said Regulation are notapplicable to your Company. Hence report on Corporate Governance is not annexed alongwith this Report.

10. LOANS GUARANTEE AND INVESTMENT:

Particulars of loans and investments made by the Company pursuant to Section 186 of theCompanies Act 2013 are given in the notes to the Financial Accounts which forms part ofthe Annual Report. The Company has not given any guarantee.

11. PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public falling within the ambit ofsection 73 of the Companies Act 2013 during the year under review.

12. CONSERVATION OF ENERGY

The operations of the Company are not energy intensive. However adequate measures forconservation of energy usage of alternate sources of energy and investments for energyconservation wherever required have been taken. The company makes all the efforts towardsconservation of energy protection of environment and ensuring safety. The Company has notabsorbed any technology.

Parti'culas of foreign exchange earnings and outgo during the year under review are asfollows:

Sr. No. Particulars Amount in INR
(a) Earning (Collections) in foreign currency Rs.15972491/-
(b) Expenditure (Payments) in foreign currency Rs.39858/-

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Ritesh Parekh Independent Director and Ms. ShibaniBelwalkar Non-Executive Director resigned from their position w.e.f. 3rd December 2019and 12th December 2019 respectively. Further Mr. Mithun Kothari was appointed as anAdditional Independent Director w.e.f. 12th December 2019. Except this there was nochange in the constitution of Board of Directors throughout the year.

To comply with the Articles of Association of the Company and the Companies Act 2013Mr. Pankaj Vyas (DIN: 02496291) Director shall retire by rotation in the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment.

The Company has following personnel as the Key Managerial Personnel (KMP) pursuant tothe provisions of Section 203 of the Companies Act 2013:

Mr. Rahul Suresh Belwalkar : Managing Director
Mr. Mayur Nemchand Chheda : Chief Financial Officer (up to 2nd August 2020)
Mr. Ashish Ramesh Mahendrakar : Chief Financial Officer (w.e.f. 3rd August 2020)
Ms. Dipika Mool Singh Detha : Company Secretary (up to 31st July 2020)
Ms. Babita Tiwari : Company Secretary (w.e.f. 20th October 2020)

14. DISCLOSURE BY INDEPENDENT DIRECTORS

All the Independent Directors have furnished declarations that they meet the criteriaof independence as laid down under Section 149 (6) of the Companies Act 2013.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualevaluation of its own performance and that of its committees as well as performance ofDirectors individually through internally developed questionnaire on performanceevaluation.

The Nomination and Remuneration Committee reviewed the performance of the individualdirectors on the basis of criteria such as the contribution of the individual director tothe Board and committee meetings.

The performance evaluation of Non-Independent Directors and the Board as a whole wascarried out by the Independent Directors. The performance evaluation of the Non-ExecuveChairman of the Company was also carried out by the Independent Directors. The Directorsexpressed their satisfaction with the evaluation process.

16. MEETING OF THE BOARD OF DIRECTORS

Composition of the Board of Directors of the Company is in conformity with therequirements of Companies Act 2013 as well as SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Board meets at regular intervals to discuss on Company's Business policy/strategyapart from other business of the Board. The Board of Directors duly met 8 (eight) timesduring the financial year 2019-20 on 30th May 2019 31st August 2019 27th September2019 30th November 2019 12th December 2019 30th December 2019 27th January 2020and 4th February 2020.

17. AUDIT COMMITTEE

The Audit Committee Comprises of the following Directors viz. Mr. Amit Bharti asChairman of the Committee Mr. Pankaj Vyas and Mr. Mithun Kothari as Members of theCommittee. Mr. Amit Bharti and Mr. Mithun Kothari are Independent Directors and Mr. PankajVyas is Non-Executive Director. All the members possess sound accounting and financialmanagement knowledge. During the year under review Mr. Ritesh Parekh ceased to be themember of the Audit Committee due to his resignation w.e.f. 3rd December 2019. TheCommittee was reconstituted by inducting Mr. Mithun Kothari in his place w.e.f. 30thDecember 2019.

The Committee met four times during the financial year under review on 30th April2019 30th May 2019 27th September 2019 30th November 2019.

18. NOMINATION & REMUNERATION COMMITTEE/POLICY

The Nomination and Remuneration Committee includes Mr. Amit Bharti IndependentDirector as a Chairman of the Committee Mr. Mithun Kothari an Independent Director andMr. Pankaj Vyas Non-Executive Director as a Member of the Committee. During the yearunder review Mr. Ritesh Parekh ceased to be the member of the Nomination &Remuneration Committee due to his resignation w.e.f. 3rd December 2019. The Committee wasreconstituted by inducting Mr. Mithun Kothari in his place w.e.f. 30th December 2019.

The Committee met twice during the financial year under review on 31st August 2019 and12th December 2019.

The Nomination and Remuneration Policy recommended by the Nomination & RemunerationCommittee is duly approved and adopted by the Board of Directors. The said policy isannexed to the report as Annexure - I.

19. STAKEHOLDER RELATIONSHIP COMMITTEE

Company's Stakeholders Relationship Committee functions under the Chairmanship of Mr.Pankaj Vyas Non Executive Director and Mr. Amit Bharti and Mr. Mithun Kothari bothIndependent Directors as members of the Committee. During the year under review Mr.Ritesh Parekh ceased to be the member of the Stakeholder's Relationship Committee due tohis resignation w.e.f. 3rd December 2019. The Committee was reconstituted by inductingMr. Mithun Kothari in his place w.e.f. 30th December 2019. Company Secretary is theCompliance Officer of the Company.

During the year under review Committee met once on 6thMarch 2020 .

20. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee includes Mr. Pankaj Vyas Non-ExecutiveDirector as a Chairman of the Committee Mr. Amit Bhartt an Independent Director and Mr.Rahul Belwalkar Managing Director as the members of the Committee. Detailed report on CSRactivities as per the provisions of the Companies Act 2013 is annexed to this report asan Annexure II.

The Corporate Social Responsibility Committee had formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy). The CSR Policy can beaccessed at the Company's website www.secur.co.in under Policy section.

During the year under review Committee met once on 27th September 2019.

21. RISK MANAGEMENT

The management continuously assess the risk involved in the business and all outefforts are made to mitigate the risk with appropriate action. The risk managementframework of the Company is appropriate compared to the size of the Company and theenvironment under which the Company operates. The Company has appointed Mr. RichardDesouza as Chief Risk Officer to look after and mitigate the risk factors.

22. MATERIAL CHANGES AND COMMITMENTS

Due to Outbreak of COVID-19 since March-2020 have adversely affected the demand andtherefore the Company's Operating results have been materially impacted. The Company isclosely monitoring the impact of COVID-19 on all aspects of the business. The Company isconfident in mitigating the likely disruption of the business plans for FY21 and willrecover the gap in long term targets.

23. EMPLOYEES

The particulars of employees required under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed as Annexure III and formspart of this report.

Information required under Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule2014 and forming part of Directors' Report for the year ended 31st March 2020 is givenin a separate annexure to this report. The said annexure is not being sent along with thisreport to the members of the Company in line with the provisions of Section 136 of theCompanies Act 2013. Members who are interested in obtaining these particulars may writeto the Company Secretary at investor_relati'on@secur.co.in during 21 days before the 19thAnnual General Meeting. Details will be made available in electronic mode to anyshareholder upon request.

24. AUDITORS Statutory Auditor:

M/s. B. M. Parekh & Co. Chartered Accountants (FRN: 107448W) were appointed byMembers as Statutory Auditors of the Company vide ordinary resolution passed by themembers of the Company at the 17th Annual General Meeting to hold the office till theconclusion of 22nd Annual General Meeting of the Company to be held in the year 2023.

The management's responses to the Statutory Auditors Observations in the Audit reportare as follows:

a. Auditors Observation - The Company has made provisions towards the CSR expenditure.However not spend the amount during the year.

Management's response - The Company could spend the CSR amount for FY2019-20 in theyear 2020-21 as the Company was in process of identifying the charitable cause that wouldmeet both CSR criteria as well as being aligned to the internal vision and values of theCompany. By the time the Company identified the appropriate project to spent CSR amountthe Country was hit by COVID-19 pandemic and lockdown was imposed. Hence the said CSRamount was spent in the month of July 2020 when the lockdown was relaxed.

b. Auditors Observation - The Company has delayed in payment of total statutoryliabilities and has unpaid dues amounting to Rs.68046034/- to be paid as on 31st March2020.

Management's response - The COVID related economic slowdown which had already startedimpacting the economy from early 2020 and the subsequent lockdown beginning March hadseverely affected us like many others in MSME sector. Most of our clients were notworking and this has resulted in our payment collection from clients gettng severelyaffected. As a result we were not able to complete payment of certain statutory duesbefore completion of the financial year as we had planned.

c. Auditors Observation - The Company is not regular in repayment of borrowings towardsoutstanding dues of principle repayable to Banks and interest payable to Banks and alsothe Company has availed Moratorium for repayment of Principle & interest as per theRBI guidelines.

Management's response - There have been some delays in repayment of borrowings duringthe year as our cash flows are dependent client payments and these have tended to beerratic the last financial year. However our borrowings with all lenders have always beenclassified as standard. The moratorium was announced by the RBI to protect MSME Companieslike us from tsunami of the COVID lockdown. We have availed this moratorium period toensure that we are able to manage our cash flows in a manner to best protect the long terminterest of the business.

Secretarial Auditor:

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Sawant and Associates Practicing Company Secretary (Certificate ofPractice Number: 16317) to undertake the Secretarial Audit of the Company.

A Secretarial Audit Report given by the Secretarial Auditor is annexed to this BoardReport as Annexure IV.

The management's responses to the Secretarial Auditors Observations in the Audit reportare as follows:

a. Auditors Observation - The Company has not appointed Woman Director during the period under review from 12th December 2019 till 31st March 2020.
Management's response -The Company was in the process of identifying the appropriate candidate for the position of Woman Director of the Company. Lockdown situation due to COVID-19 resulted in slow down of the process of the said appointment.
b. Auditors Observation - Pursuant to regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 there has been a delay in the disclosure of unaudited Financial Results of the Company proper explanation and penalty arising from the case has been paid to the NSE.
Management's response - There was a medical emergency in the immediate family of the Company's CFO requiring hospitalization just a few days prior to the due date of result publication. This led to a delay in disclosure of unaudited financial results. The Company has paid penalty as applicable to the NSE.
c. Auditors Observation - The Company has made provisions towards the CSR expenditure. However not spend the amount during the year.
Management's response - The response to this observation is same as given for the Statutory Auditor's observation above.
d. Auditors Observation - The Company has delayed in payment of total statutory liabilities and has unpaid dues amounting to Rs.68046034/- to be paid as on 31st March 2020.
Management's response -The response to this observation is same as given for the Statutory Auditor's observation above.
e. Auditors Observation - The Company has not paid Annual Listing fees for the financial year 2020-2021.
Management's response - Due to the COVID lockdown most staff were working from home initially with limited access to emails. In that situation the invoice received on mail had been overlooked. The same has been paid subsequently once the complete lockdown was lifted.

f. Auditors Observation - The Company has formed a Wholly Owned Subsidiary in Singaporein the name of Secur Credentials Pte. Ltd. during the financial year 2018-19 for whichCompany has not paid Subscription money and the RBI reporting towards ODI was notavailable for inspection.

Management's response - Since the Company has not subscribed to share capital of thissubsidiary company we are of the opinion that there is no reporting as such applicable tobe made to RBI.

g. Auditors Observation - The Company has formed a Subsidiary Company in the name ofSecur B2C Pvt. Ltd. during the financial year 2018-19 for which Company has not filed formINC 20A.

Management's response - There was no commencement of business in this subsidiary.Hence there has been no filing of form INC 20A which is generally in relation todeclaration of commencement of business.

25. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL

No such order was passed by any of the authorities which impacts the going concernstatus and company's operations in future.

26. EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of theAnnual Return as on 31st March 2020 in Form No. MGT-9 is attached as Annexure V and formspart of this Report.

27. VIGIL MECHANASIM

The Company has a vigil mechanism policy to deal with instances of fraud andmismanagement to enable Directors employees and all the stakeholder's of the Company toreport genuine concerns to provide for adequate safeguards against victimization ofpersons who use such mechanism. The vigil mechanism is implemented through Company'swhistle blower policy adopted by the Board of Directors and the same is hosted on thewebsite of the Company www.secur.co.in.

28. INTERNAL CONTROL SYSTEMS

Your Company has in place adequate internal financial controls with reference to theFinancial Statements commensurate with the size scale and complexity of its operations.

In accordance with the requirements of Section 143(3) (i) of the Companies Act 2013the Statutory Auditors have confirmed the adequacy and operating effectiveness of theinternal financial control systems over financial reporting.

29. FRAUD REPORTING

During the year no fraud whether actual suspected or alleged was reported to theBoard of Directors.

30. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent on probation contractualtemporary and employees on third party payroll) are covered under this Policy. During theyear under review No complaint with allegations of sexual harassment was filed during theyear under review under the provisions of The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and as of 31st March 2020 no complaintwas pending.

31. CAUTIONARY STATEMENT

Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis may constitute forward looking statements within the meaning ofapplicable laws and regulations. Although the expectations are based on the reasonableassumption the actual results might differ.

32. ACKNOWLEDGEMENT

The Board of Directors would like to express its appreciation for the dedicated andsincere efforts of the employees of the Company for their unstinted support throughout theyear. The Board is also thankful to all its stakeholders including Bankers Investorsmembers customers consultants vendors contractors etc. for their continued support andconfidence reposed in the Company.

By order of the Board of Director
Plot no. G-4 MIDC Cross Road A For SecUR Credentials Limited
Andheri (East) Mumbai - 400093. Pankaj R.Vyas
Date: 26th November 2020 Chairman
Place: Mumbai DIN: 02496291

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