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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

To

The Members

SecUR Credentials Limited.

Your Directors present their 20th Annual Report together with the Auditedfinancial statements of your Company for the year ended 31st March 2021.

1. FINANCIAL HIGHLIGHTS: (In ‘Lakhs)

Particulars Standalone Financial Details Consolidated Financial Details
Current Year 2020-21 Previous Year 2019-20 Current Year 2020-21 Previous Year 2019-20*
Total Revenue 4400.35 5496.31 4400.35 -
Total Expenditure 4194.68 5392.44 4194.85 -
Profit before exceptional and extraordinary items and tax 205.67 103.87 205.50
Exceptional Items (397.95) - (397.95)
Profit / (Loss) Before Taxes (192.28) 103.87 (192.45) -
Less:
a. Current Tax 162.00 19.21 162.00 -
c. Deferred Tax (138.43) 48.80 (138.43) -
Profit / (Loss) After Taxes (215.85) 35.86 (216.02) -

*This is the first year of consolidation hence previous year figures has not beenapplicable and provided.

2. DIVIDEND

In order to conserve resources of the Company Your Directors have not recommended anydividend for the financial year ended 31st March 2021.

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 applicableaccounting standards have been followed along with proper explanations relating tomaterial 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 themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the company and for preventing and detecting fraud andother 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 and thatsuch 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 rst two Quarters of this Financial Year (April to September) the country wasgoing through an unprecedented shutdown not just economically but also physically whichno economy and no corporate can ever be prepared for.

At the end of the Lockdown only organisations which had built certain core strengthsand were able to aggressively leverage these were in a position to survive. The year 2020was not a year of winners and losers in the corporate world it was a story of survivorsand victims.

All the above points led us to believe that we were heading for another exciting yearof growth for your Company in FY 2020-21. 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 past year will have long lasting anddeep rooted impacts across industries and the corporate world. Our industry is almostcompletely dependent on fresh recruitment of employees as well as constant churn ofemployees changing jobs. The two Quarters of Lockdown were followed by an extended periodof global economic uncertainty. There is no way to anticipate how recruitment patternswill get impacted or at least how bad the impact will be and how long it will last. Lakhsof employees have been laid o rather than hired and the ones who have not lostemployment are de nitely not taking the risk of a job change this year.

By the last Quarter of the Financial Year some green shoots had started emerginglargely on the back of the vaccination drive which has become widespread and will keepCOVID at bay. Also most Corporates had adapted to the new normal of the post COVID worldand evolved to working through adoption of practices like Work From Home. The world whichemerges post COVID will be a very di erent world from the one which existed pre COVID.

In addition with the focus of reducing xed 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. Thiswill throw up numerous opportunities for us to explore both upstream as well as downstreamintegration. With the economic costs of the COVID pandemic weighing heavily there hasbeen be a shakeout in the BGC industry as well. A number of smaller companies in thisspace have already shut down and some have opted to consolidate or sell out. In additionclient organisations will look at consolidating their outsourced work with a few largersuppliers which will throw up many more opportunities for companies of the scale of SecURCredentials.

However a lot of the expected changes in the industry in the future is a matter ofconjecture conjecture at this point of time. As an organization we will need to benimble and to keep a sharp eye on the evolving landscape so we are able to adapt faster.

Indian BGC Industry continues to growth in high double digits. There is an increasingacceptance of background checks within the HR fraternity as an integral part of HRprocesses. Our core focus on increasing our coverage of Corporate India will continue inthe coming years.

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 sta domestic sta odd job service providers potential target investmentcompanies persons being considered for leadership role s borrowers and many more. Ourservices can be broadly classifiedintothefollowing.

Employee background checks: There is widespread falsi cation of information in resumesprepared by potential employees. This includes overstating of quali cations overstatedcompensation completely fake employment stints fake education degrees faked medicalrecords to even more dangerous masking of past criminal records and fake identities. Ourpast experience over lakhs of resumes has shown us that in India this incidence of fakeinformation in resumes is as high as 15 -20 percent across geographies acrosshierarchies and across industries. Our background screening services go and verify theinformation claimed by the candidate against the source of that information. For exampleif a candidate claims a post graduate degree from a particular University we approachthat University to ratify that information. Our employee background checks cover allelements of a candidate's resume - employment history education quali cations litigationhistory medical status any possible substance abuse candidate genuineness and soon.

Increasing trend of recruitment on rolls of third parties such as contract staffingtemp staffing has in fact given an impetus to BGC numbers. Client companies are insistingthat such outsourcing partners should also conduct thorough background checksontheir sta .

Checks on contract sta I odd job service providers: Any individual enteringan organisation's premises either directly on its payrolls or through a third partyservice provider such as staffing companies housekeeping agencies security agenciestransport service providers is a potential risk if not completely measured and monitored.There is an increasing awareness of this across corporates and so they are eitherinsisting that such third party providers conduct background checks on their employeesbefore sending them on site or conducting checks on such employees themselves. As aresult there is asurge in delivering (slightly simplified) background checks on employeesof such organisations.

Due diligence services: Due diligence services are a specialised service offeringwhich provide in-depth information and analysis of profiles of either senior level hireswithin organisations 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.

Veri cation of PAN card applicants: For the past couple of years we have beenworking with both the agencies which issue PAN cards on behalf of the Government - NSDL(National Securities Depository Ltd) and UTI. This is to ensure the genuineness of PANcard applicants across the country. Since potentially fraudulent applicants can actuallybecome red herrings in the financial system this service offering is not just a revenuechannel but also a matter of national pride for us.

5. SHARE CAPITAL

The issued subscribed and paid up share capital of the Company stood atRs.48884250/- as on March 31 2021 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. 2020-21. There was no material related party transactioni.e. transactions exceeding 10% of the annual consolidated turnover as per the lastaudited financial statements. Hence no transactions are required to be reported in formAOC 2.

7. SUBSIDIARY

Your Company has incorporated a wholly owned subsidiary Company and LLP during the F.Y.2018-19. Viz. SecUR B2C Private Limited on 19th March 2019 and made investmentin Tempshire LLP on June 17 2020. A statement in Form AOC-1 pursuant to the first provisoto Section 129 of the Act read with rule 5 of the Companies (Accounts) Rules 2014containing salient features of the financial statement of subsidiaries/associatecompanies/ joint ventures forms part of this Report.

8. CONSOLIDATED FINANCIAL STATEMENT

Your Company has prepared consolidated financial statements and this is the first yearof consolidation hence previous year figures has not been applicable and provided in thefinancial statements..

9. 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.

10. 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

11. 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. Particulars of foreign exchange earnings and outgo during theyear under review are as follows:

Sr. no. Particulars Amount in INR (In Lakhs)
(a) Earning (Collections) in foreign currency Rs. 344.72
(b) Expenditure (Payments) in foreign currency -

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Ms. Shireen Khan was appointed as an additionalIndependent Director w.e.f. 13th January 2021. Except this there was no change in theconstitution of Board of Directors throughout the year.

To comply with the Articles of Association of the Company and the Companies Act 2013Mr. Rahul Suresh Belwalkar (DIN: 02497535) Director shall retire by rotation in theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review the Company has following personnel as the Key ManagerialPersonnel (KMP) pursuant to the provisions of Section 203 of the Companies Act 2013:

1. Mr. Rahul Belwalkar - Managing Director
2. Mr. Mayur Chheda -

Chief Financial Officer (up to 2ndAugust 2020)

3. Mr. Ashish Mahendrakar -

Chief Financial Officer (w.e.f. 3rdAugust 2020)

4. Ms. Dipika Detha - Company Secretary (up to 31st July 2020)
5. Ms. Babita Tiwari - Company Secretary (up to 2nd December 2020)
6. Ms. Khushbu Shah -

Company Secretary (w.e.f. 7th December 2020)

13. 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.

14. 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-ExecutiveChairman of the Company was also carried out by the Independent Directors. The Directorsexpressed their satisfaction with the evaluation process.

15.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 16 (Sixteen) timesduring the financial year 2020-21 on 29th May 2020 04th June 2020 09th June 202003rd August 2020 20th August 2020 20th October 2020 28th October 2020 09thNovember 2020 26th November 2020 07th December 2020 13th January 2021 16thFebruary 2021 24th February 2021 06th March 2021 09th March 2021 and 17th March2021.

16. AUDIT COMMITTEE

The Audit Committee Comprises of the following Directors viz. Mr. Amit Bharti asChairman of the Committee Mr. Pankaj Vyas Mr. Mithun Kothari and Ms. Shireen Khan asMembers of the Committee. Mr. Amit Bharti and Mr. Mithun Kothari are Independent Directorsand Mr. Pankaj Vyas is Non-Executive Director. All the members possess sound accountingand financial management knowledge.

During the year under review Audit Committee was re-constituted on 6th March2021. Ms. Shireen Khan appointed as an Independent director of the company w.e.f. 13thJanuary 2021. Then committee has decided to appoint Ms. Shireen Khan as a newmember of committee and re-constitutes the structure of Audit Committee.

Name Designation
Mr. Amit Bharti Chairman
Mr. Pankaj Vyas Member
Mr. Mithun Kothari Member
Ms. Shireen Khan Member

The Committee met Five times during the financial year under review on 09th June2020 03rd August 2020 20th August 2020 26th November2020 and 06th March 2021.

Attendance for Audit Committee Meeting:

Sr. No. Name of Committee Member No. of Meeting
Held Attended
1. Amit Bharti 5 5
2. Pankaj Vyas 5 5
3. Mithun Kothari 5 5
4. Shireen Khan 5 1

17 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 year under review Ms. Shireen Khan appointed as an Independent director ofthe company w.e.f. 13th January 2021 and Nomination and Remuneration Committeewas re-constituted on 13th January 2021. Then committee has decided toappoint Ms. Shireen Khan as a new member of committee and re-constitutes the structure ofNomination and Remuneration Committee.

Name Designation
Mr. Amit Bharti Chairman
Mr. Pankaj Vyas Member
Mr. Mithun Kothari Member
Ms. Shireen Khan Member

The Committee met Four times during the financial year under review on 03rd August2020 20th October 2020 07th December 2020 and 13th January2021

Attendance of Nomination & Remuneration Committee Meeting:

Sr. No. Name of Committee Member No. of Meeting
Held Attended
1. Amit Bharti 4 4
2. Pankaj Vyas 4 4
3. Mithun Kothari 4 4
4. Shireen Khan 4 0

18 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 Ms. Shireen Khan appointed as an Independent director ofthe company w.e.f. 13th January 2021 and Stakeholders Relationship Committee wasre-constituted on 13th January 2021. Then committee has decided to appoint Ms. ShireenKhan as a new member of committee and re-constitutes the structure of StakeholdersRelationship Committee.

Name Designation
Mr. Pankaj Vyas Chairman
Mr. Amit Bharti Member
Mr. Mithun Kothari Member
Ms. Shireen Khan Member

The Committee met Four times during the financial year under review on 03rd August2020 20th October 2020 13th January 2021 and 17th March2021.

Attendance of Stakeholder Relationship Committee Meeting:

Sr. No. Name of Committee Member No. of Meeting
Held Attended
1. Pankaj Vyas 4 4
2. Amit Bharti 4 4
3. Mithun Kothari 4 4
4. Shireen Khan 4 2

19 CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the year under review Ms. Shireen Khan appointed as an Independent director ofthe company w.e.f. 13th January 2021. Therefore committee has decided toappoint Ms. Shireen Khan as new member of Committee and re-constitutes the structure ofCorporate Social Responsibility Committee.

Name Designation
Mr. Pankaj Vyas Chairman
Mr. Amit Bharti Member
Mr. Mithun Kothari Member
Ms. Shireen Khan Member

The Committee met one time during the financial year under review on 17th March2021 and it was attended by all the members of the committee.

Detailed report on CSR activities as per the provisions of the Companies Act 2013 isannexed to this report as an

Annexure I.

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 17th March 2021.

20 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.

21. 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 F.Y. 2021-22 andwill recover the gap in long term targets.

22. EMPLOYEE

The particulars of employees required under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed as Annexure II 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 and forming part of Directors' Report for the year ended 31st March 2021is given in a separate annexure to this report. The said annexure is not being sent alongwith this report to the members of the Company in line with the provisions of Section 136of the Companies Act 2013.

23. CORPORATE GOVERNANCE REPORT

The provisions regarding Corporate Governance as contained in SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 are not applicable to the Company.However the Company is voluntarily following some of the provisions of the saidregulations to the extent possible which are contained in the Report of CorporateGovernance voluntarily given by the Company attached as "Annexure - III"forming part of this

24. AUDITORS

Statutory Auditors

M/s B. M. Parekh & Co. has tendered their resignation on October 25 2021.Therefore M/s S. D. Mehta & Co. Chartered Accountants having FRN: 137193W areproposed by Board to fill casual vacancy for FY 2020-21 and ratify their appointment onbasis of recommendation from Audit Committee to hold the office till the conclusion of 25thAnnual General Meeting of the Company to be held in the year 2026.

Secretarial Auditors

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 Messrs. Richi Prerak & Associates Practicing Company Secretaries Ahmedabadto undertake the Secretarial Audit of the Company for the financial year 2020-21. TheReport of the Secretarial Audit is annexed here with as "Annexure- IV".

The comment to the qualification reservation or adverse remark in the SecretarialAudit Report of the Company is same as mentioned in the Secretarial Audit Report annexedbelow as "Annexure IV".

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

1. Internal Audit reports presented before us were unsigned and thus we are unable toreport about their accuracy and authenticity.

Management's Response: During the Covid period Internal Auditor was working remotelyand hence we received unsigned copy. The same signed copy was received subsequently andkept in our record.

2. Reporting of Unpaid & Unclaimed Dividend: As per the Rule 5(8) and 7(2B) of theInvestor education and Protection fund Authority (Accounting Audit Transfer and Refund)Rules

2016 the company was required to file form IEPF 2 for any unclaimed amount. The amountof Dividend declared by the company was INR. 2444212.50/-. The said dividend wasdeclared in FY 2019-20 and out of which INR 8100/- was unpaid and still remains unpaid. Asper above provisions the Company was supposed to report the said details in form IEPF-2and transfer the unpaid amount to an escrow account named "Secur Credentials Limited

Dividend Unpaid Account for FY 2019-20" which remains a non-compliance.

Management's Response: Company is in process of filing IEPF -2 form for unclaimeddividend of Rs. 8100. This dividend amount is pertaining to few shareholders whose bankaccount detail was not available with us and hence it was lying in the Unpaid Dividendaccount. This balance is transferred now to respective account.

25. AUDITORS REPORT

The Auditors' Report on the accounts of the Company for the financial year ended March31 2021 is self-explanatory and further does not call for any further explanations orcomments that may be treated as adequate compliance of provisions of the Companies Act2013.

26. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNAL

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

27. EXTRACT OF ANNUAL RETURN

Pursuant to Notification dated on 28th August 2020 Extract of AnnualReturn provided in Section 92(3) read with Section 134(3)(a) of the Act in Form MGT-9 isplaced on the website of the Company.

The Annual Return as on March 31 2021 is available on the Company's website onhttps://secur.co.in/investors/.

28. 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 theCompany www.secur.co.in.

29. 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.

30. FRAUD REPORTING

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

31. 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 contractual temporary and employees on thirdparty payroll) are covered under this Policy. During the year under review No complaintwith allegations of sexual harassment was filed during the year under review under theprovisions of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and as of 31st March 2021 no complaint was pending.

32. 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.

33. 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.

On behalf of the Board of Directors
December 03 2021
Rahul Belwalkar Mumbai
Managing Director
(DIN: 02497535)

.