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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

BOARD’S REPORT

To the Members of Secur Credentials Limited

Your Directors have pleasure in presenting the 17th Annual Report togetherwith the Audited financial statements of your Company for the year ended 31stMarch 2018.

1. FINANCIAL HIGHLIGHTS: (in Rs.)
PARTICULARS 2017-18 2016-17
Revenue from Operations 365549872 97955899
Other income 1640645 18297
Total Revenue 367190517 97974196
Less: Expenditure 285849984 70668747
Profit Before Finance cost Depreciation and Tax 81340533 27305449
Finance cost 3372413 1267583
Depreciation 6097281 428477
Profit Before Tax 71870839 25609389
Current Tax 16350000 8349000
Deferred Tax 3887220 138620
Profit After Tax 51633619 17121769

2. STATE OF COMPANY’S AFFAIRS:

During the year the Company earned total income of Rs. 367190517/- against theprevious year income of Rs. 97974196/-. Net Profit Before Tax Stood at Rs.71870839/- against the previous year Net Profit Before Tax of Rs. 25609389/-. NetProfit after tax for the current year stood at Rs. 51633619/- as against the previousyear profit after tax of Rs. 17121769/-. Your Directors are continuously working towardavenues for the future growth of the Company. The details about future outlook has beenmentioned under Management Discussion and Analysis section of this report.

There is no change in the nature of business during the year under review.

3. DIVIDEND:

In order to conserve resources of the Company Your Directors have not recommended anydividend for the financial year ended 31st March 2018.

4. 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 if any;

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.

5. MANAGEMENT DISCUSSION AND ANALYSIS

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

a. NATURE OF OUR BUSINESS

Your Company SecUR Credentials Ltd ("SecUR") was incorporated as AxisResources Pvt Ltd on 14th August 2001 under the CompaniesAct1956videCertificateof Incorporation dated 14 th August 2001 issued bythe Registrar of Companies Maharashtra India.

Subsequently to reflect the key focus area of your Company and after change ofPromoters and ManagementyourCompanywasrenamedasSecURCredentialsPvtLtdon18thJuly2016andafterwardsgotconvertedintoa

Public Limited Company and Consequently renamed as SecUR Credentials Limited on 27thJuly 2017. Further after conversion to a public Limited Companythe Company has listedits Equity shares on NSE-EMERGE (SME) platform on 13th November 2017. TheCorporate Identification Number of the Company is L74110MH2001PLC133050.

SecUR is one of the few Indian companies to be a pure background screening and duediligence services provider. We work with our clients to ensure that every person whoworks or interacts with them be it employees suppliers third party service providers arethoroughly background screened to ensure they will pose no risk to either the clientorganisation or its employees. This arena which is estimated to be over USD 4.5 billionglobally is still at a nascent stage in the country.

We are a young Company with an average age of 17 years and a environmentcharacterised by diversity of gender and cultures. We serve 900+ clients spread acrossIndia and the globe.

Our Vision:

We believe that by screening all potential employees / third parties an organisationis ensuring that only individuals with high standards of integrity will become part ofits eco-system. By doing this we believe that we are helping Corporate India take animportant step in building up their integrity quotient internally.

Hence our Vision is:

To institute and elevate the standards for integrity and due diligence within IndiaInc the nation and across the globe

Our Mission:

To be the largest background screening company and one of the best places to work

About Background Screening

While People are undoubtedly an organisation’s most valuable asset they alsoprovide a window for various risks to enter the gates. Employee-related frauds if notdetected right when the candidate enters the system exposes the entire organisation torisk in many forms. Inflated salary slips exaggerated past designations and misleadingacademic history can cause damage to the bottom-line month on month while the employee isstill in the system. Criminal history questionable political affiliations and a negativepersonality can cause severe damage to a company’s reputation as well as make theworkplace unsafe for both clients and employees alike.

Depending on the type of industry statistics show that anywhere from 15-20% of allresumes have some falsehoods in them. This means that every 5th or 6th employee that anorganisation hires is hiding something about his or her past. This falsification canrange from exaggerating past compensation and designations to very serious ones such ashiding a past criminal record. In any instance an individual who is able to get accessinto an enterprise based on falsehoods is likely to be emboldened to repeat them.

This is where background screening acts as a filterto weed out undesirable elementsfrom the recruitment stream. Through a combination of different kind of checks yourCompany ensures that our client organisations have a safer workplace with people assetsconsistent with their cultures.

In truth we act as the first line of defence for India Inc.

Each client organisation’s needs are different depending on their nature profileof employees business the and suppliers they on-board and specificsectoral risks.Within the organisation as well the screening their requirements may differ forindividuals performing different roles. We achieve this by carefully selecting from thefollowing series of screening services to meet each client organisation’s uniqueneeds.

- Past employment record checking to understand a potential employee’s pasthistory

- Identification confirmation to rule out false identities and impersonation

- Residence verification to ensure traceability of any employees who commit fraud andabscond

- Education record certification to ensure qualifications are as

- Criminal record and court record searches to identify individuals with an unsavourypast

- Social media profiling to ensure cultural match of individuals with theorganisation’s culture

- Credit history checking in case of positions of fiduciary trust and responsibility

- Drug tests to rule out any habitual substance abuse

This list of services is in no way comprehensive and keeps evolving with the changingtexture of industry and their needs.

b. PRODUCTWISE PERFORMANCE

Your Company operates in single business segment of Background Screening (Also known asBGC Background Check).

Your Directors are pleased to inform you that total revenue from operations for thefinancial year ended 31st March 2018 was Rs.365549872/- as against Rs.97955899/- inthe previous year which is about four times higher than previous year. The Company hadearned a pre-tax profit of Rs.71870839/- as against Rs.25609389/- a year ago. Afterproviding for income-tax liability and adjusting the deferred tax assets there remains aprofit Rs.51633619/-. Your Company is growing in terms of Revenue Profit ClientsOperational Capability etc. over the years.

c. 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.

d. FUTURE OUTLOOK

Overall Macro-economic scenario

The background screening industry in India is at a very nascent stage. While globallyespecially in the US (which remains the largest market by far) the industry has been inexistence for close to three decades in India it has really started evolving only fromthe early part of this decade.

Globally the industry is estimated to be close to USD 4.5 billion currently and isexpected to grow to around

USD 5.5 billion in the next five years. In India our estimate is that the industry isin the range of INR 1500 crore (approx. USD 20 million). However the actual industry sizein India may be larger than this as a large part of the industry is still unorganised aswell as the fact that many MNCs which provide this service in India also providebackground screening services as part of other business divisions and it is hencedifficult to isolate their revenue size.

The one fact beyond dispute that both globally as well as in India the industry is onhigh growth trajectory. In spite of the relative maturity of the US industry growthestimates there are around 3-4% annually compared to a US GDP growth rate of 2.3% in2017. Compared to this the fact that the India GDP growth rate is expected to be in therange of 7-8% for thenext decade the relative maturity stage and growth ratesexperienced by some of the larger players in this sector our expectation is that thisindustry will grow in the range of 30-40% annually for the next few years. Below are somekey factors which will drive this rate of growth.

Rapid growth in workforce

The requirement for background screening services comes from two drivers fororganisations recruitment of new employees / suppliers / support staff as well asreplacement of attrited employees.

India is estimated to be adding 1 million employees in its workforce each month soover 1 crore new employees are looking for jobs each year. In addition attrition rates inCorporate India range from 15-20% annually and in some high turnover sectors such asITES this number goes to as high as 30-40% annually.

Between the new workforce added and the high attrition rates the market size for thebackground screening industry is huge.

Adoption by non-traditional sectors

While traditionally the usage of background screening services has been mainly by theorganised Services sector we have seen a rapid change in this trend over the past fewyears. Manufacturing sector organisations including automotive engineering electricalsconsumer goods gems & jewellery shipping infrastructure and many more have alsostarted adopting background screening as a standard HR practice.

In addition while the unorganised sector has always been outside the ambit ofbackground screening this is also changing in two ways. First organisations are nowinsisting that any persons working with them through third party suppliers such as busdrivers housekeeping staff security guards must go through the same rigour ofbackground screening as their own employees. Second the informal also called unorganisedworkforce that has seen explosive growth in Indian cities has created so-called gigeconomy workers: the Ola or Uber driver the plumber electrician or mechanic on platformssuch as UrbanClap or Housejoy the delivery agents of Swiggy Zomato or Dunzo and theubiquitous riders who ferry purchases on Amazon or Flipkart to their destinations. Almostall these gig economy workers are background screened before being sent out on the field.

Impact of digitisation initiatives by Government

Over the past few years the Government of India (at both National and State levels)has driven digitisation aggressively to bring the nation at par with the developedeconomies. A number of these will make background screening faster more convenient andhence increase adoption rates of the process by employers.

Some prominent examples include the National Academics Depository (NAD) on which theGovernment is encouraging all Colleges and Universities to digitise and store educationrecords. Verifying of education qualifications is one of the most time consuming elementsof background screening and a large number of records available on the NAD willstreamline this part of the process. Digitisation of police records and court records hascommenced apace across the country right down to the District and Police Station levels.This means that verifying past criminal antecedents which was always a challenge inIndia will soon become a thing of the past.

Most importantly the almost universal implementation of UIDAI-AADHAR will be a gamechanger in the background screening industry just as for many other aspects of our lives.One of the biggest challenges in conducting any background screening search in India hasbeen the lack of a unique identifier which would make record searches sure and completelyaccurate. The use of AADHAR eliminates this big stumbling block almost completely and thisconvenience will cut across processes education records identity confirmation criminalantecedent checks to name just a few.

e. WHY WE ARE UNIQUELY PLACED TO BE IN POLE POSITION

There are certain key strengths which your Company has which make us confident ofachieving our future growth plans.

- We are part of the list of NASSCOM-NSR certified background screening companies sinceinception. This is a list of companies which are authorised by NASSCOM to providebackground screening services to the IT/ ITES sectors which is one of the largestemployers in the country.

- We are one of the very few Indian background screening companies to be a part of theUS-based National Association of Professional Background Screeners (NAPBS) a globalassociation of the largest background screening companies world-wide.

- We are ISO 27001:2013 certified which means that we have the information securityand operational practices which elicit confidence in corporations both global and Indian.

- We are one of the very background screening companies in India to have our own fieldexecutives most other providers tend to outsource this activity. Field work for the lastmile is critical in an Indian context and we have taken a conscious call that this lastmile must be ‘owned’ by us. This enables us to manage the client experience onthe ground level much better. Your Company proudly says we cover India’s 19100

PIN codes better than anyone else.

- Our in-house technology platform Symphony 3.0 is a state-of-art automated workflowsystem which enables completely paperless processes right till the last mile of our fieldassociates.

- Over the past two years we have consciously built up a network of globalpartnerships with other background screening companies in the US and Europe to ensurethat we are able to cater to client needs globally.

6. SHARE CAPITAL

The Share Capital of your Company has undergone following changes during the financialyear under review:

1. Board of Directors had issued and allotted 990000 Equity Shares of Rs.10/- each asfully paid up Bonus

Shares on 25th April 2017.

2. Further on 14th July 2017 Board of Directors had issued and allotted1021425 Equity Shares of Rs. 10/- each as fully paid up Bonus Shares.

3. 300000 Equity Shares of Rs. 10/- each at a premium of Rs.37/- per Share werefurther allotted on Right basis on 05th August 2017.

4. On 09th August 2017 Board of Directors of your Company further allotted 1100000Equity Shares of Rs.10/- each as fully paid up Bonus Shares.

5. Your Directors are pleased to inform you that during the year under review Companycame out with an

Initial Public Issue (IPO) of 1467000 Equity Shares of Rs. 10/- each for a cash priceof Rs. 205/- per Equity Share (including a share premium of Rs.195/- per Equity Share).

The said issue was successfully completed.

The Entire Equity Share capital of the Company i.e. 4888425 Equity Shares were listedon Emerge (SME) platform of the National Stock Exchange of India Limited (NSE) on 13thNovember 2017.

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

7. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has not entered into any Related Party Transaction (RPT) covered undersub-section (1) of section 188 of the Companies Act made thereunder. Therefore Annexurepertaining to disclosure of particulars of contracts/arrangements entered into by theCompany with related parties as required under clause (h) of sub-section (3) of section134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014 is not provided alongwith this report.

8. SUBSIDIARY

The Company did not have any subsidiary company during the year 2017-18. However yourCompany has incorporated a wholly owned subsidiary Company in Singapore viz. SecURCredentials Pte. Ltd. on 11th June 2018.

9. CONSOLIDATED FINANCIAL STATEMENT

Since the Company does not have any subsidiary company or associate or joint ventureduring the year 2017- 18 consolidated financial statements are not prepared.

10. CORPORATE GOVERNANCE REPORT

Your Company is committed and has been complying with principles of Good CorporateGovernance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 provisions of regulations 17 to 27 46(2) and para C Dand E of Schedule V of the said Regulation are not applicable to your Company. Hencereport on Corporate Governance is not annexed along with this Report.

11. 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 during the year.

12. PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public its shareholders oremployees during the year under review.

13. CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

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 information pertaining to conservation of energy technology absorption ForeignExchange Earnings and

Outgo as required under Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure I tothe Board Report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the Company had appointed Mr. Pankaj R. Vyas (DIN:02496291) as Director of the Company w.e.f. 18th July 2017. He was furtherdesignated as the Chairman of the Company w.e.f. 4th August 2017.

Pursuant to the provisions of Section 149 of the Companies Act 2013 Mr. Amit Bharti(DIN:07899905) and Mr. Ritesh Parekh (DIN: 00083413) were appointed as IndependentDirectors of the Company in the Extra Ordinary General Meeting held on 4thAugust 2017 to hold the office for a term of five consecutive years from theirappointment. Mr. Rahul Belwalkar (DIN:02497535) who was appointed as Director on 1stNovember 2016 was re-designated as Managing Director of the Company in the Extra-OrdinaryGeneral Meeting held on 4th August 2017 to hold the office for a period from01 st August 2017 to 31st July 2022. In the same meeting Mrs.Shibani Belwalkar was appointed as Chief Financial Officer of the Company.

To comply with the Articles of Association of the Company and the Companies Act 2013Mrs. Shibani Belwalkar (DIN: 07733285) Director shall retire by rotation in theforthcoming Annual General Meeting and being eligible offers herself for re-appointment.

During the year under review Mr. Nitin Shetty was appointed as a Company Secretaryw.e.f. 16th August 2017 who resigned from his office w.e.f. 21stDecember 2017. Mr. Vipul Bhoy was appointed as Company Secretary of the Company w.e.f. 22ndDecember 2017. Mrs. Shibani Belwalkar had resigned from the post of Chief FinancialOfficer during the year under review. Mr. Mayur Chheda was appointed as Chief FinancialOfficer of the Company w.e.f. 20th January 2018.

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

1. Mr. Rahul Belwalkar - Managing Director
2. Mr. Mayur Chheda - Chief Financial Officer
3. Mr. Vipul Bhoy - Company Secretary.

15. 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.

In terms of requirements of Schedule IV of the Companies Act 2013 a separate meetingof Independent Directors was held on 21st February 2018 to review theperformance of Non-independent Directors(including the Chairman) the entire Board andqualityquantity and timelines of the flow theManagement and the Board.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board of Directors had donethe annual evaluation of its own performance its committees and individual directors. TheNomination and Remuneration Committee reviewed the performance of the individual directorson the basis of criteria such as the contribution of the individual director to the Boardand committee meetings.

17. MEETING OF THE BOARD OF DIRECTORS

The 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 Businesspolicy/strategy apart from other business of the Board. The Board of Directors duly met 23(Twenty three) times during the financial year 2017-18 on following dates:

10th April 2017 22nd June 2017 5th August 2017 28th September 2017
20th April 2017 26th June 2017 7th August 2017 8th November 2017
25th April 2017 1st July 2017 8th August 2017 22nd December 2017
9th May 2017 14th July 2017 9th August 2017 20th January 2018
5th June 2017 17th July 2017 10th August 2017 23rd March 2018
15th June 2017 28th July 2017 16th August 2017

18. AUDIT COMMITTEE

The Audit Committee was constituted on 8th August 2017 pursuant to theprovision of Section 177 of the Companies Act 2013 read with rules made thereunder asfollows:

Sr. No. Name Chairman/Member Designation
1. Mr. Amit Bharti Chairman Independent Director
2. Mr. Ritesh Parekh Member Independent Director
3. Mr. Pankaj Vyas Member Non-Executive Director

The Committee met twice during the financial year 2017-18 on 20th January2018 and 23rd March 2018.

19. NOMINATION AND REMUNERATION COMMITTEE/POLICY

The Nomination and Remuneration Committee was constituted on 8th August2017 pursuant to the provision of section 178 of the Companies Act 2013 read with rulesmade thereunder as follows:

Sr. No. Name Chairman/Member Designation
1. Mr. Amit Bharti Chairman Independent Director
2. Mr. Ritesh Parekh Member Independent Director
3. Mr. Pankaj Vyas Member Non-Executive Director

The Committee met twice during the financial year 2017-18 on 22nd December2017 and 20th January 2018. The Nomination and Remuneration Policy recommendedby the Nomination and Remuneration Committee is duly approved and adopted by the Board ofDirectors. The said policy is annexed to the report as Annexure II.

20. STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has also constituted Stakeholder Relationship Committee on 8thAugust 2017 pursuant to the provision of section 178 of the Companies Act 2013 read withrules made thereunder as follows:

Sr. Name Chairman/Member Designation
No.
1. Mr. Pankaj Vyas Chairman Non-Executive Director
2. Mr. Amit Bharti Member Independent Director
3. Mr. Ritesh Parekh Member Independent Director

Committee has not met during the year under review in the view of no request/complaintreceived from any of the member.

21. ISMS AND INFOSEC COMMITTEE

Considering the nature of business of the Company the Board of Directors hadconstituted the ISMS and Infosec Committee in their meeting held on 22ndDecember 2017 which is as follows:

Sr. No. Name Chairman/Member Designation
1. Mr. Rahul Belwalkar Chairman Managing Director
2. Mr. Richard Desouza Member Chief Risk Officer
3. Mr. Thomas Cherian (up to 31st May 2018) Member Head Business Intelligence
4. Mr. Suhel Inamdar (w.e.f. 13th July 2018) Member Chief Operating Officer
5. Mr. Shridhar Kane Member Independent IT Consultant

The Committee met twice during the year on 19th January 2018 and 16thFebruary 2018.

22. CSR COMMITTEE

The Company did not fulfill any of the three criteria specified in Section 135(1) ofthe Companies Act 2013 during the F.Y. 2017-18 and thereforewas not required to complywith the provisions of Section 135 of the Companies Act 2013 and the Companies (CorporateSocial Responsibility Policy) Rules 2014 during the F.Y. 2017-18.

However as on 31st March 2018 Company’s net profit was more thanRupees five Crore due to which provisions of section 135 of the Companies Act 2013pertaining to Corporate social responsibility became applicable to the Company.Accordingly Board of Directors in their meeting held on 30th May 2018 hadconstituted the CSR Committee which is as follows:

Sr. Name Chairman/Member Designation
No.
1. Mr. Pankaj Vyas Chairman Non-Executive Director
2. Mr. Amit Bharti Member Independent Director
3. Mr. Rahul Belwalkar Member Managing Director

The Corporate Social Responsibility Committee had formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) which was subsequentlyadopted by it and is being implemented by the Company. The CSR Policy can be accessed atthe Company’s website www.secur.co.in.

23. RISK MANAGEMENT

The management continuously access 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.

24. MATERIAL CHANGES AND COMMITMENTS

There have been no material change and commitment affecting the financial position ofthe Company between the end of the financial year to which the financial statements relateand the date of this report.

25. PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT2013 READ WITH RULES 5 OF THE COMPANIES APPOINTMNET AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014:

Relations between the management and employees were cordial through-out the year.

The particulars of employees required under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed as Annexure III andforms part 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 are forming part of

Board’s Report for the year ended 31st March 2018 is given in aseparate 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 the Registered Office of the Company. The aforesaid annexureis also available for inspection by the members at the registered office of the Company21 days before the 17 th Annual general meeting and upto the date of the saidAnnual general meeting during normal business hours on working days.

26. a) STATUTORY AUDITORS

M/s. B. M. Parekh & Co. Chartered Accountants (FRN: 107448W) were appointed by theMembers as Statutory Auditors of the Company vide Ordinary Resolution passed by way ofPostal Ballot on 30th March 2018 to fill the casual vacancy caused due toresignation of M/s. Chetan P. Shah & Co. Chartered Accountants Mumbai dated 19thFebruary 2018 to hold the office till the conclusion of ensuing Annual General Meetingviz. 17th Annual General Meeting.

Pursuant to Section 139 of the Companies Act 2013 and Rules made thereunder the Boardof Directors in their meeting held on 27th August 2018 proposed theappointment of M/s. B. M. Parekh & Co. Chartered Accountants (FRN: 107448W) asStatutory Auditors for a term of fiveconsecutive years i.e. from the conclusion of 17thAGM till the conclusion of 22nd AGM. The said appointment is subject to theapproval of shareholders in the ensuing 17th AGM.

b) AUDITORS REPORT

There is no qualification reservation or adverse remark or disclaimer made byStatutory Auditors in their Audit Report.

27. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Niyati Mehta & Associates Practicing Company Secretaries (Certificateof Practice Number: 16159) Mumbai to undertake the Secretarial Audit of the Company forthe Financial Year 2017-18.

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

The Secretarial Audit Report does not contain any qualification reservation or adverseremark or disclaimer.

28. COST RECORDS:

The Company is not required to maintain the cost records as specified by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013.

29. 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.

30. SECREATRIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA(ICSI):

The Directors state that applicable Secretarial Standards have been duly followed bythe Company.

31. 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 2018 in Form No. MGT-9 is attached as AnnexureV and forms part of this Report.

32. 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 theCompany to report genuine concerns to provide for adequate safeguards againstvictimization of persons who use such mechanism. The vigil mechanism is implementedthrough Company’s whistle blower policy adopted by the Board of Directors and thesame is hosted on the website of the Company www.secur.co.in.

33. FRAUD REPORTING

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

34. 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 which was disposed-off as per the provisions of The Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and as of 31stMarch 2018 no complaint was pending.

Further the Company conducts awareness programs at regular interval of time.

35. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares lying in Demat Suspense Account / Unclaimed Suspense Account.

36. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial control commensurate with the sizeand nature of the business for ensuring the orderly and efficient conduct of its businesssafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation

37. 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.

38. ACKNOWLEDGEMENT

The Directors wish to place on record their deep sense of appreciation to theCompany’s Bankers Customers Regulatory Authorities Auditors and all the employeesfor their unstinted support. Your directors also wish to thank the all the shareholdersand investors for confidence reposed in the management of the Company.

For and on behalf of the Board of Directors
SecUR Credentials Limited
Pankaj R. Vyas
Chairman
Date: 27th August 2018 DIN: 02496291
Place: Mumbai