BOARD’S REPORT
To the Members of,
Secur Credentials Limited
The Directors have pleasure in presenting the 17th Annual Report together with the Audited financial statements of your Company for the year ended 31st March, 2018.
1. FINANCIAL HIGHLIGHTS: (in Rs.)
|
PARTICULARS
|
2017-18
|
2016-17
|
|
Revenue from Operations
|
36,55,49,872
|
9,79,55,899
|
|
Other income
|
16,40,645
|
18,297
|
|
Total Revenue
|
36,71,90,517
|
9,79,74,196
|
|
Less: Expenditure
|
28,58,49,984
|
7,06,68,747
|
|
Profit Before Finance cost, Depreciation and Tax
|
8,13,40,533
|
2,73,05,449
|
|
Finance cost
|
33,72,413
|
12,67,583
|
|
Depreciation
|
60,97,281
|
4,28,477
|
|
Profit Before Tax
|
7,18,70,839
|
2,56,09,389
|
|
Current Tax
|
1,63,50,000
|
83,49,000
|
|
Deferred Tax
|
38,87,220
|
1,38,620
|
|
Profit After Tax
|
5,16,33,619
|
1,71,21,769
|
2. STATE OF COMPANY'S AFFAIRS:
During the year, the Company earned total income of Rs. 36,71,90,517/- against the previous year income of Rs. 9,79,74,196/-. Net Profit Before Tax Stood at Rs. 7,18,70,839/- against the previous year Net Profit Before Tax of Rs. 2,56,09,389/-. Net Profit after tax for the current year stood at Rs. 5,16,33,619/-, as against the previous year profit after tax of Rs. 1,71,21,769/-. Your Directors are continuously working toward avenues for the future growth of the Company. The details about future outlook has been mentioned 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 any dividend 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 the best of their knowledge, confirm that -
a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure, if any;
b) appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;
c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company 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 and that such internal financial controls are adequate and were operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all applicable 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 and Analysis, your Directors have presented a composite report.
a. NATURE OF OUR BUSINESS
Your Company SecUR Credentials Ltd ("SecUR") was incorporated as Axis Resources Pvt Ltd on 14th August, 2001 under the Companies Act, 1956, vide Certificate of Incorporation dated 14th August, 2001, issued by the Registrar of Companies, Maharashtra, India.
Subsequently, to reflect the key focus area of your Company, and after change of Promoters and Management, your Company was renamed as SecUR Credentials Pvt Ltd, on 18th July, 2016 and afterwards, got converted into a Public Limited Company and Consequently renamed as SecUR Credentials Limited on 27th July, 2017. Further, after conversional public Limited Company, the Company has listed its Equity shares on NSE-EMERGE(SME)platform, on 13th November, 2017. The Corporate Identification Number of the Company is L74110MH2001PLC133050.
SecUR is one of the few Indian companies to be a pure background screening and due diligence services provider. We work with our clients to ensure that every person who works or interacts with them - be it employees, suppliers, third party service providers - are thoroughly background screened to ensure they will pose no risk to either the client organization, or its employees. This arena, which is estimated to be over USD 4.5 billion globally, is still at a nascent stage in the country.
We are a young Company, with an average age of 17 years, and a environment characterized by diversity of gender and cultures. We serve 900 clients, spread across India and the globe.
Our Vision:
We believe that by screening all potential employees / third parties, an organization is ensuring that only individuals with high standards of integrity, will become part of its eco-system. By doing this, we believe that we are helping Corporate India take an important step in building up their integrity quotient internally. Hence, our Vision is:
To institute and elevate the standards for integrity and due diligence within India Inc, 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 organization’s most valuable asset, they also provide a window for various risks to enter the gates. Employee-related frauds, if not detected right when the candidate enters the system, exposes the entire organization to risk in many forms. Inflated salary slips, exaggerated past designations and misleading academic history can cause damage to the bottom-line month on month while the employee is still in the system. Criminal history, questionable political affiliations and a negative personality can cause severe damage to a company's reputation as well as make the workplace unsafe for both clients and employees alike.
Depending on the type of industry, statistics show that anywhere from 15-20% of all resumes have some falsehoods in them. This means that every 5th or 6th employee that an organization hires, is hiding something about his or her past. This falsification can range from exaggerating past compensation and designations, to very serious ones such as hiding a past criminal record. In any instance, an individual who is able to get access into an enterprise, based on falsehoods, is likely to be emboldened to repeat them.
This is where background screening acts as a filter to weed out undesirable elements from the recruitment stream. Through a combination of different kind of checks, your Company ensures that our client organizations have a safer workplace, with people assets consistent with their cultures.
In truth, we act as the first line of defence for India Inc.
Each client organization’s needs are different - depending on their nature of business, the profile of employees and suppliers they on-board, and their specific sectoral risks. Within the organization as well, the screening requirements may differ for individuals performing different roles. We achieve this by carefully selecting from the
following series of screening services, to meet each client organization’s unique needs.
- Past employment record checking, to understand a potential employee's past history
- Identification confirmation to rule out false identities and impersonation
- Residence verification, to ensure traceability of any employees who commit fraud and abscond
- Education record certification, to ensure qualifications are as claimed
- Criminal record and court record searches, to identify individuals with an unsavory past
- Social media profiling, to ensure cultural match of individuals with the organization’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 changing texture of industry and their needs.
b. PRODUCTWISE PERFORMANCE
Your Company operates in single business segment of Background Screening (Also known as BGC - Background Check).
Your Directors are pleased to inform you that, total revenue from operations for the financial year ended 31st March, 2018 was Rs.36,55,49,872/- as against Rs.9,79,55,899/- in the previous year which is about four times higher than previous year. The Company had earned a pre-tax profit of Rs.7,18,70,839/- as against Rs.2,56,09,389/- a year ago. After providing for income-tax liability and adjusting the deferred tax assets, there remains a profit of Rs.5,16,33,619/-. Your Company is growing in terms of Revenue, Profit, Clients, Operational Capability etc. over the years.
c. INTERNAL CONTROL SYSTEMS
Your Company has in place adequate internal financial controls with reference to the Financial 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, 2013, the Statutory Auditors have confirmed the adequacy and operating effectiveness of the internal 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 globally, especially in the US (which remains the largest market by far), the industry has been in existence for close to three decades, in India, it has really started evolving only from the early part of this decade.
Globally, the industry is estimated to be close to USD 4.5 billion currently, and is expected to grow to around USD 5.5 billion in the next five years. In India, our estimate is that the industry is in the range of INR 1500 crore (approx. USD 20 million). However, the actual industry size in India may be larger than this as a large part of the industry is still unorganized, as well as the fact that many MNCs which provide this service in India, also provide background screening services as part of other business divisions, and it is hence difficult to isolate their revenue size.
The one fact beyond dispute that both globally, as well as in India, the industry is on high growth trajectory. In spite of the relative maturity of the US industry, growth estimates there are around 3-4% annually, compared to a US GDP growth rate of 2.3% in 2017. Compared to this, the fact that the India GDP growth rate is expected to be in the range of 7-8% for the next decade, the relative maturity stage, and growth rates experienced by some of the larger players in this sector, our expectation is that this industry will grow in the range of 30-40% annually for the next few years. Below are some key factors which will drive this rate of growth.
Rapid growth in workforce
The requirement for background screening services comes from two drivers for organizations - recruitment of new employees / suppliers / support staff, as well as replacement of attired employees.
India is estimated to be adding 1 million employees in its workforce each month, so over 1 crore new employees are looking for jobs each year. In addition, attrition rates in Corporate India range from 15-20% annually, and in some high turnover sectors such as ITES, this number goes to as high as 30-40% annually.
Between the new workforce added, and the high attrition rates, the market size for the background screening industry is huge.
Adoption by non-traditional sectors
While traditionally, the usage of background screening services has been mainly by the organized Services sector, we have seen a rapid change in this trend over the past few years. Manufacturing sector organizations, including automotive, engineering, electrical, consumer goods, gems & jewellery, shipping, infrastructure, and many more, have also started adopting background screening as a standard HR practice.
In addition, while the unorganized sector has always been outside the ambit of background screening, this is also changing in two ways. First, organizations are now insisting that any persons working with them through third party suppliers, such as bus drivers, housekeeping staff, security guards, must go through the same rigour of background screening as their own employees. Second, the informal - also called unorganised - workforce that has seen explosive growth in Indian cities has created so-called gig economy workers: the Ola or Uber driver, the plumber, electrician or mechanic on platforms such as UrbanClap or Housejoy, the delivery agents of Swiggy, Zomato or Dunzo, and the ubiquitous riders who ferry purchases on Amazon or Flipkart to their destinations. Almost all these gig economy workers are background screened before being sent out on the field.
Impact of digitization initiatives by Government
Over the past few years, the Government of India (at both National and State levels) has driven digitization aggressively, to bring the nation at par with the developed economies. A number of these will make background screening faster, more convenient and hence increase adoption rates of the process by employers.
Some prominent examples include the National Academics Depository (NAD) on which the Government is encouraging all Colleges and Universities to digitize and store education records. Verifying of education qualifications is one of the most time consuming elements of background screening, and a large number of records available on the NAD will streamline this part of the process. Digitization of police records and court records has commenced 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 in India, will soon become a thing of the past.
Most importantly, the almost universal implementation of UIDAI-AADHAR, will be a game changer 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 has been the lack of a unique identifier, which would make record searches sure and completely accurate. The use of AADHAR eliminates this big stumbling block almost completely - and this convenience will cut across processes - education records, identity confirmation, criminal antecedent 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 of achieving our future growth plans.
- We are part of the list of NASSCOM-NSR certified background screening companies since inception. This is a list of companies which are authorized by NASSCOM to provide background screening services to the IT/ ITES sectors, which is one of the largest employers in the country.
- We are one of the very few Indian background screening companies to be a part of the US-based National Association of Professional Background Screeners (NAPBS), a global association of the largest background screening companies world-wide.
- We are ISO 27001:2013 certified, which means that we have the information security and 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 field executives - most other providers tend to outsource this activity. Field work for the last mile is critical in an Indian context, and we have taken a conscious call that this last mile must be ‘owned' by us. This enables us to manage the client experience on the 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 workflow system which enables completely paperless processes, right till the last mile of our field associates.
- Over the past two years, we have consciously built up a network of global partnerships with other background screening companies in the US and Europe, to ensure that we are able to cater to client needs, globally.
6. SHARE CAPITAL
The Share Capital of your Company has undergone following changes during the financial year under review:
1. Board of Directors had issued and allotted 9,90,000 Equity Shares of Rs.10/- each as fully paid up Bonus Shares on 25th April, 2017.
2. Further, on 14th July, 2017, Board of Directors had issued and allotted 10,21,425 Equity Shares of Rs. 10/- each as fully paid up Bonus Shares.
3. 3,00,000 Equity Shares of Rs. 10/- each at a premium of Rs.37/- per Share were further allotted on Right basis on 05th August, 2017.
4. On 09th August, 2017, Board of Directors of your Company further allotted 11,00,000 Equity 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, Company came out with an Initial Public Issue (IPO) of 14,67,000 Equity Shares of Rs. 10/- each for a cash price of 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. 48,88,425 Equity Shares were listed on Emerge (SME) platform of the National Stock Exchange of India Limited (NSE) on 13th November, 2017.
Further, the Company has not issued shares with differential voting rights nor has granted 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 under sub-section (1) of section 188 of the Companies Act made thereunder. Therefore, Annexure pertaining to disclosure of particulars of contracts/arrangements entered into by the Company with related parties as required under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not provided along with this report.
8. SUBSIDIARY
The Company did not have any subsidiary company during the year 2017-18. However, your Company has incorporated a wholly owned subsidiary Company in Singapore viz. SecUR Credentials Pte. Ltd. on 11th June, 2018.
9. CONSOLIDATED FINANCIAL STATEMENT
Since the Company does not have any subsidiary company or associate or joint venture during the year 201718, consolidated financial statements are not prepared.
10. CORPORATE GOVERNANCE REPORT
Your Company is committed and has been complying with principles of Good Corporate Governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, provisions of regulations 17 to 27, 46(2) and para C, D and E of Schedule V of the said Regulation are not applicable to your Company. Hence, report 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 the Companies Act, 2013 are given in the notes to the Financial Accounts, which forms part of the 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 or employees during the year under review.
13. CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The operations of the Company are not energy intensive. However, adequate measures for conservation of energy, usage of alternate sources of energy and investments for energy conservation, wherever required have been taken.
The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure I to the 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 further designated 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 Independent Directors of the Company in the Extra Ordinary General Meeting held on 4th August, 2017 to hold the office for a term of five consecutive years from their appointment. Mr. Rahul Belwalkar (DIN:02497535) who was appointed as Director on 1st November, 2016 was re-designated as Managing Director of the Company in the Extra-Ordinary General Meeting held on 4th August, 2017 to hold the office for a period from 01st 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, 2013, Mrs. Shibani Belwalkar (DIN: 07733285), Director shall retire by rotation in the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.
During the year under review, Mr. Nitin Shetty was appointed as a Company Secretary w.e.f. 16th August, 2017 who resigned from his office w.e.f. 21st December, 2017. Mr. Vipul Bhoy was appointed as Company Secretary of the Company w.e.f. 22nd December, 2017. Mrs. Shibani Belwalkar had resigned from the post of Chief Financial Officer during the year under review. Mr. Mayur Chheda was appointed as Chief Financial Officer of the Company w.e.f. 20th January, 2018.
The Company has following personnel as the Key Managerial Personnel (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
3. Mr. Vipul Bhoy - Company Secretary.
15. DISCLOSURE BY INDEPENDENT DIRECTORS
All the Independent Directors have furnished declarations that they meet the criteria of 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 meeting of Independent Directors was held on 21st February, 2018, to review the performance of Non-independent Directors(including the Chairman), the entire Board and quality, quantity and timelines of the flow of information between the Management and the Board.
16. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 the Board of Directors had done the annual evaluation of its own performance, its committees and individual directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.
17. MEETING OF THE BOARD OF DIRECTORS
The Composition of the Board of Directors of the Company is in conformity with the requirements of Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board meets at regular intervals to discuss on Company's Business policy/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
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5th August, 2017
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28th September, 2017
|
|
20th April, 2017
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26th June, 2017
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7th August, 2017
|
8th November, 2017
|
|
25th April, 2017
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1st July, 2017
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8th August, 2017
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22nd December, 2017
|
|
9th May, 2017
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14th July, 2017
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9th August, 2017
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20th January, 2018
|
|
5th June, 2017
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17th July, 2017
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10th August, 2017
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23rd March, 2018
|
|
15th June, 2017
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28th July, 2017
|
16th August, 2017
|
|
18. AUDIT COMMITTEE
The Audit Committee was constituted on 8th August, 2017 pursuant to the provision of Section 177 of the Companies Act, 2013 read with rules made 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 20th January, 2018 and 23rd March, 2018.
19. NOMINATION AND REMUNERATION COMMITTEE/POLICY
The Nomination and Remuneration Committee was constituted on 8th August, 2017 pursuant to the provision of section 178 of the Companies Act, 2013 read with rules made 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 December, 2017 and 20th January, 2018.
The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved and adopted by the Board of Directors. The said policy is annexed to the report as Annexure II.
|
Sr.
No.
|
Name
|
Chairman/Member
|
Designation
|
|
1.
|
Mr. Pankaj Vyas
|
Chairman
|
Non-Executive Director
|
|
2.
|
Mr. Amit Bharti
|
Member
|
Independent Director
|
|
3.
|
Mr. Ritesh Parekh
|
Member
|
Independent Director
|
20. STAKEHOLDER RELATIONSHIP COMMITTEE
The Company has also constituted Stakeholder Relationship Committee on 8th August, 2017 pursuant to the provision of section 178 of the Companies Act, 2013 read with rules made thereunder as follows:
Committee has not met during the year under review in the view of no request/complaint received from any of the member.
21. ISMS AND INFOSEC COMMITTEE
Considering the nature of business of the Company, the Board of Directors had constituted the ISMS and Infosec Committee in their meeting held on 22nd December, 2017 which is as follows:
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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 16th February, 2018.
22. CSR COMMITTEE
The Company did not fulfill any of the three criteria specified in Section 135(1) of the Companies Act, 2013 during the F.Y. 2017-18 and therefore, was not required to comply with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 during the F.Y. 2017-18.
However, as on 31st March, 2018, Company's net profit was more than Rupees five Crore due to which, provisions of section 135 of the Companies Act, 2013 pertaining to Corporate social responsibility became applicable to the Company. Accordingly, Board of Directors in their meeting held on 30th May, 2018 had constituted the CSR Committee which is as follows:
|
Sr.
No.
|
Name
|
Chairman/Member
|
Designation
|
|
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 the Board, a Corporate Social Responsibility Policy (CSR Policy) which was subsequently adopted by it and is being implemented by the Company. The CSR Policy can be accessed at the Company's website www.secur.co.in.
23. RISK MANAGEMENT
The management continuously access the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates. The Company has appointed Mr. Richard Desouza 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 of the Company between the end of the financial year to which the financial statements relate and the date of this report.
25. PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULES 5 OF THE COMPANIES APPOINTMNET AND REMUNERATION OF MANAGERIAL PERSONNEL) 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 and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure III and forms 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) Rule, 2014, are forming part of Board's Report for the year ended 31st March, 2018 is given in a separate annexure to this report. The said annexure is not being sent along with this report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members, who are interested in obtaining these particulars, may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by the members at the registered office of the Company, 21 days before the 17th Annual general meeting and up to the date of the said Annual 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 the Members as Statutory Auditors of the Company vide Ordinary Resolution passed by way of Postal Ballot on 30th March,
2018 to fill the casual vacancy caused due to resignation of M/s. Chetan P. Shah & Co., Chartered Accountants, Mumbai dated 19th February, 2018, to hold the office till the conclusion of ensuing Annual General Meeting viz. 17th Annual General Meeting.
Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors in their meeting held on 27th August, 2018, proposed the appointment of M/s. B. M. Parekh & Co., Chartered Accountants (FRN: 107448W) as Statutory Auditors for a term of five consecutive years i.e. from the conclusion of 17th AGM till the conclusion of 22nd AGM. The said appointment is subject to the approval of shareholders in the ensuing 17th AGM.
b) AUDITORS REPORT
There is no qualification, reservation or adverse remark or disclaimer made by Statutory Auditors in their Audit Report.
27. 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 had appointed M/s. Niyati Mehta & Associates, Practicing Company Secretaries (Certificate of Practice Number: 16159), Mumbai to undertake the Secretarial Audit of the Company for the Financial Year 2017-18.
The Secretarial Audit Report given by the Secretarial Auditor is annexed to this Board Report as Annexure IV. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.
28. COST RECORDS:
The Company is not required to maintain the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.
29. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
No such order was passed by any of the authorities, which impacts the going concern status 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 by the Company.
31. EXTRACT OF ANNUAL RETURN
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on 31st March, 2018 in Form No. MGT-9 is attached as Annexure V and forms part of this Report.
32. VIGIL MECHANASIM
The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement, to enable Directors, employees and all the stakeholder's of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism. The vigil mechanism is implemented through Company's whistle blower policy adopted by the Board of Directors and the same 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 the Board of Directors.
34. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, on probation, contractual, temporary, and employees on third party payroll) are covered under this Policy. During the year under review, No complaint with allegations of sexual harassment was filed during the year under review, which was disposed-off as per the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and as of 31st March, 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 size and nature of the business for ensuring the orderly and efficient conduct of its business, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information
37. CAUTIONARY STATEMENT
Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.
38. ACKNOWLEDGEMENT
The Directors wish to place on record their deep sense of appreciation to the Company's Bankers, Customers, Regulatory Authorities, Auditors and all the employees for their unstinted support. Your directors also wish to thank the all the shareholders and 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
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