To
The Members
Safecure Services Limited
(Formerly known as Safecure Services Private Limited)
Office No - 5, Fifth Floor, Bldg No 6,
Old S No 9,12,14 (PT) News No. 62, 66, 69,
Opp Pleasant Park, Mira Bhaynder Road,
Behind Jhankar-6, Mira Road (E),
Thane-401107
The Board of Directors (hereinafter referred to as 'the Board') are
pleased to present the Annual Report, on tie business and operations of Safecure Services
Limited (formerly known as Safecure Services Private Limited) ('Safecure/the Company')
along with the Audited Standalone and Consolidated Financial Statements and Auditors'
reports thereon for the financial year ('FY') ended March 31, 2024 ('year under review'),
1. Financial Results: 1
(Rs. in Lakhs except earnings per share)
| Standalone Financial Statements |
|
|
| Particulars |
For FY ended March 31, 2024 |
For FY ended March 31, 2023 |
| Total Income |
4,940.61 |
3,909.62 |
| Total Expenses |
4,401.92 |
3,559.02 |
| Profit before Tax |
538.69 |
350.60 |
| Tax Expenses |
|
|
| Current Tax |
65.44 |
44.47 |
| Deferred Tax |
(3.38) |
(5.36) |
| Profit after Tax |
476.63 |
311.49 |
| Weighted Average Number of Shares for Basic/ Diluted EPS |
7040000 |
1760000 |
| Earnings Per Share |
|
|
| Basic |
6.89 |
4.47 |
| Diluted |
6.89 |
4.47 |
.
(Rs. in Lakhs except earnings per share)
| Consolidated Financial Statement |
|
|
| Particulars |
For FV ended March 31, 2024 |
For FY ended March 31, 2023 |
| Total Income I i : |
4,940.61 |
3,909,62 |
| Total Expenses |
4,401.92 |
3,559.02 |
| Profit before Tax |
|
|
| Tax Expenses |
|
|
| Current Tax |
65.44 |
44,47 |
| Deferred Tax |
(3.38) |
(5.36) |
| Profit cfter Tax |
476.63 |
311.49 |
| Weighted Average Number Of Shares for Basic/ Diluted EPS |
7040000 |
3760000 |
| Earnings Per Share |
|
|
| Basic |
6.89 |
4.47 |
| Diluted |
6.89 |
4.47 |
2. Dividend;
i
The Directors do not propose any dividend for the year under review.
Further, during the year under review, the Company was not required to
transfer any unpaid/ uncla med amount of dividend to Investor Education and Protection
Fund.
3. Transfer to reserves, if any:
The details of transfer to reserves are provided in Note 10 of the
financial statements.
4. Conversion of Company to Public Limited Company:
The Company had approved tjie conversion of its status from Private
Limitec Company to Public Limited Company at the Extra Ordinary General Meeting of the
Members held on May 18, 2023. The order of the Registrar of Companies, Maharashtra, Mumbai
was received on August 2, 2023 confirming the conversion of the Private limited Company
to' Public Limited Company.
5. Review of Operations of the Company in Lakhs):
The Company saw a marginal increase in demand for its services during
the year under the review which was Rs. 4,916.51 as compared to previous financial year
ended March 31, 2023 ('P evious financial year') which was Rs 3,889.74. Further for its
operations, the Company incurred a net expenditure of Rs 4,401.92; as compared to Rs
3,559.02 for the previous financial year.
The net profits for the year under review stood at Rs 476.63 which had
marginally increased from tie previous financial year which stood at Rs 311.49.
Your Directors are continuously looking for avenues for future growth
of the Company and are of tie opinion that the Company is positioned to retain a higher
market positioning during the subsequent fina ncial years.
6. Change in the nature of business:
There was no change in the nature of business during the year under
review.
The Company had however made an addition to its existing business by
adding new objects/businesses pertaining to expanding the existing Security and facility
management business in various other sectors su :h as hospitality and travel etc.
The aforesaid addition was done vide the approval of the
Member^/Shareholders at their Extra Ordinary General Meeting of the Company held on April
15, 2023 which was subsequently approved by the Reg strar of Companies, Maharashtra,
Mumbai vide its certificate of registration of special resolution dated May 17, 2023.
Your directors foresee that this alteration in the object clause will
benefit the Company in expanding business operations and generating enhanced revenues in
the future.
7. Share Capital:
(a) Buy Back of Securities:
The Company has not bought back any of its securities during the year
under review.
(b) Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year
under review.
(c) Bonus Shares:
The Company had issued 52,80,000 (Fifty Two lakhs Eighty Thousand)
bonus equity shares against existing 17,60,000 (Seventeen Lakhs Sixty Thousand) equity
shares existing as fully paid iri tie Company, as Bonus Issue to the existing Shareholders
of the Company in the ratio of Three (3) equ ty
Shares for every one (1) equity shares held (i.e. in the ratio of 3:1
Shares).
(d) Employee Stock Option:
The Company has not provided any Stock Options to the employees during
the year under review.
(e) Rights issue:
The Company has not issued any shares on rights basis during the year
under review.
Issued subscribed and Paid up Capital of the Company:
As on March 31, 2024, the issued, subscribed and paid-up Share capital
of your Company is ^ 7,04,OC'000 (Indian Rupees Seven Crores Four Lakh) comprising of
70,40,000 (Seventy Lakh Forty Thousand) equi:y Shares of ^ 10/- (Indian Rupees Ten) each.
Authorized Share Capital of theCompany:
During the year under review, the Members/shareholders vide their
Ordinary resolution passed at the Ext 'a Ordinary General Meeting held on December 7, 2023
increased the authorized share capital of the Company to Rs 11,00,00,000 (Indian Rupees
Eleven Crores) divided into 11000000 (One Crore Ten Lakh) equity shares of Rs 10 (Indian
Rupees Ten) each.
As on March 31, 2024, the Authorised Share Capital of your Company
stood at Rs 11,00,00,000 (Indian Rupees Eleven Crores) divided into 11000000 (One Crore
Ten Lakh) equity shares of Rs 10 (Indian Rupees Ten) each.
8. Deposits:
The Company has neither invited nor accepted any deposits during the
year under review. Accordingly, ro amount of principal or interest related thereto was
outstanding as on March 31, 2024.
9. Details of Subsidiaries. Joint Ventures or Associate Companies:
The Company has the following Subsidiary Company as on March 31, 2024:-
(a) Safesense Tech Services Private Limited,:
A report of the performance and financial position of the above
ment'oned Subsidiary Company is provided in AOC-1 which is annexed to the report as
Annexure A.
Further, the Company does not have any Associates and Joint ventures
Compan es during the year under tf e review.
Lastly, during the year under review, no Company has become or has
ceased to be a Subsidiary, .oirit Venture or Associate Company of the Company.
10. Board of Directors
(a) Changes in the composition of the Board during the year under
review:
The following changes took place in the composition of the Board of
Directors during the year under review:
(i) Mr. Nikit Shailendra Piandey (DIN: 09559834) was appointed as an
Additional Director by Board of Directors of the Company with effect from May 10, 2023.
Mr. Nikit Shailendra Pandey was regularized from Additional Director to Director at the
Annual General Meeting of the Companjy held on September 30, 2023;
i
(ii) Mr. Shailendra^Mahesh Pandey (DIN: 06403434) was appointed as the
Managing Director of the Company for a period of 5 years with effect from February 1,2024;
(iii) Mr. Nikit Shailendra Pandey (DIN: 09559834) was appointed as an
Whole Time Director of the Company for a period of 5 years withi effect from February 1,
2024;
(iv) Mr. Ramesh Kumar Jain (DIN: 10469472) was appointed as a
Non-Executive Independent
Director on the Board of the Company for a period of 5 years with
effect from February 2, 2024;
(v) Mr. Devendra Kumar Pandey (DIN: 10469402) was appointed as a
Non-Executive Independent Director on the Board of the Company for a period of 5 years
with effect fro an February 2, 2024;
(vi) Mr. Subhag Rai Mehta (DIN; 03059832), was appointed as a
Non-Executive Independent Director on the Board of the Company for a term of 5 years with
effect from February 2, 2024.
(b) Number of Meetings of the Board:
The Board of Directors duly met 10 (Ten) times during the year under
review in respect of which proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose.
(c) Director liable to retire by rotation:
Ms. Ranju Shailendra Pandey (DIN: 06479693), Director of the Company,'
is liable to retire by rotE ticn at the ensuing Annual General Meeting (hereinafter
referred to as 'AGM') and being eligible, seeks re-appointment.
The Board recommends her re-appointment.
(d) Declaration by the Independent Directors:
The Company has received the necessary declarations from each of the
Independent Directors under section 149(7) of the Companies Act 2013 that they meet the
criteria cf Independence laid down in
Section 149(6) of the Companies Act, 2013.
During the year, the non-executive Directors of the Company had no
pecuniary relationship ar transactions with the' Company, other than sitting fees,
commission, and reimbursement of expenses incurred by them to iattend the meetings of the
Company.
(e) Directors' Responsibility Statement:
In pursuance of Section 134 (3) (c) and (5) of the Companies Act, 2013,
the Directors hereby coriflrri that:
(i) in the preparation of the annual accounts for the year ended March
31, 2024, the applicable accounting standards had been followed and there were no material
departures from the same;
(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so a;;
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 arid loss of the Company for that period;
(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions pf this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) the Directors had prepared the annual accounts on a going concern
basis;
(v) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and opera ting
effectively.
11. Key Managerial Personnel:
The following changes took place in the Key Managerial Personnel during
the year under review:
(a) Mr. Revati Raman Sharfna was appointed as the Chief Financial
Officer (CFO) of the Company with effect from December 28, 2023;
(b) Mir. Gpvind Chhabra, was appointed as the Company Secretary of the
Company with effect from December 28, 2023.
12. Disclosure on compliance with Secretarial Standards:
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and such systems are adequate and
operating effectively.
13. Auditors:
(a) Statutory Auditors:
The Auditors of the Company, M/s HRJ & Associates, Chartered
Accountants, Mumbai, having Firm Registration Number 138235W were appointed for a term of
five (5) /ears upto the conclusion of
Annual General Meeting to be held for financial year 2025.
The Board wishes to further inform you that the Company has also
received the consent and eligibility certificate from M/s HRJ & Associates, to the
effect that if appointed, it would be within the prescribed criteria Specified in Section
141 of the Companies Act, 2013.
(b) Auditors' Report:
The report issued by the Statutory Auditors, M/s HRJ & Associates
on the Financial Statements of the Company for the financial year ended March 31, 2024,
forms part of this Annual report.
There are no qualifications, reservations or adverse remarks made by
the Statutory Auditors In its report.
(c) Details in respect of Frauds Reported by the Auditors under sub
section (12) of Section 143 other than those reportable to the Central Government:
Nlo fraud has been reported by the Auditors to the Board of Directors
of the Company during the year under review.
14. Contracts or arrangements with related parties:
During the year under review, the related party transactions that were
entered into by the Company we'e on an arm's length basis and in ordinary course of
business. Pursuant to Sect on 134(3)(h) read with Rule 8(2) of the Companies (Accounts)
Rules, 2014, there are no related party transactions that are required to be reported
under Section 188(1) & 188 (2) of the Act, as prescribed in Form AOC-2.
All Related Party Transactions are reported in Note 27 of Notes to
Accounts of the Financial Statements.
15. Events having major bearing on the Company's affairs after the end
of the financial year:
There were no major events having bearing on the Company's affairs
afterthe end of the Financial Year.
16. Material changes and commitments, if any, affecting the financial
position of t ie Company:
There have been no material changes, and commitments affecting the
financial position of the Comaany which have occurred between the end of the financial
year of the Company to which the financial statements relate to and the date of the
report.
17. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operations in
future:
There have been no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and the Company's
operations in future.
18. Annual Return:
Pursuant to the Companies j (Management and Administration) Amendment
Rules, 2021 notified vide notification No. G.S.R 159 (E) dated March 5, 2021, an extract
of Annual Return is no longer required to be annexed to the Directors Report. A copy of
the Annual return would hence be ;ept at the registered of fee of the Company for
inspection. ;
19. Corporate Social Responsibility (hereinafter referred to as 'CSR')
The provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding the
Secretarial Audit are not applicable to the Company during the year under review.
20. Cost records and cost audit
The maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Sectian 148(1) of the Companies Act, 2013 are not
applicable for the business activities carried out by the Company during the year under
review. j
21. Particulars of Loans, Guarantees or Investments:
The Company has not provided any Hoans, guarantees or security or made
any investments in any aody corporate under the provisions of Section 186 of the Companies
Act, 2013 durin g the year under review.
The details of investments made by the Company are provided under Note
4A of the financial statements. Internal Control and their adequacy:
The Board of Directors confirms that it has laid down a set of
standards; processes and structure which enables to implement Internal Financial controls
across the organisation with reference to Financial Statements and that such control are
adequate and are operating effectively.
During the year under review, no material or serious observation(s)
have been observed in relation to such controls.
22. Disclosures as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace anc1
has adopted a Policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of tha Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention
and redressal of complaints of sexual harassment at viorkplace.
The Company has compliecl with the provisions relating to the
constitution of Internal Compla nts Committee under the Sexual jHarassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. ;
A summary of Sexual Harassment complaints received and disposed off
curing the year under review pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressa ) Act, 2013 and Rules framed thereunder are as
follows:
| No. of cases as on April 1, 2023 |
No. of cases received during the year |
No. of cases Disposed during the year |
No. of cases pending * as on March, 31, 2024 |
| Nil |
NIL |
NIL |
NIL |
23. Statement on remuneration of employees of the Company:
The statement containing the details of top 10 employees in terms of
remunerjation: drawn as per Rule 5 L) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended vide notification dated June 30, 2016 would
be made available to the members on request made tci the Company.
The Company does not have any employee employed throughout the
Financial Year who was in receipt af remuneration of one crore and two lakh rupees or
remuneration of eight lakh and fifty thousand rupees p er month if employed for part of
the year as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended vide notification dated June 30, 2016.
During the year under review, the Company did not have any employee
employed outside India.
The Board places on record it's appreciation for all the employees of
the Group for their sustained efforts, dedication and hard work during the year.
24. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The disclosures to be made under Section 134 (3) (m) of the Companies
Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are explained as
under:
(a) Conservation of Energy:
Your Company operates in a safe and environmentally responsible manner
for the long-term benefit of all stakeholders. The Company works towards minimizing the
impact of its operations on the environment and is committed to take effective measures to
conserve energy, promote the use: of renewable energy and drive energy efficiency in its
operations.
The following steps w'jere taken to conserve the energy:
1. The Company is constantly striving towards maintaining arid
installing energy efficient- equipment's in order to ensure conservation of energy;
2. The Company is optimizing its energy consumption and is in the
process of ins-ailing alternate sources of energy. The Company is also in the process of
identifying cheaper power sources in order to further reduce the energy consumption;
3. The Company lis constantly undertaking effective measures to
conserve energy and promote the use of renewable energy and drive energy efficiency lin
operations. During the financ ial year under review, there are no capital investments on
energy conservation equipment's was made. i
(b) Research and Development and Technology Absorption, Adaptation and
Innovation:
During the year under review, the Company has not carried out any
activities involving Research a id
Development. Further the Company has not acquired developed,
assimilated or utilized
technological knowledge and capability from an external source.
(c) Foreign exchange earnings and Outgo:
(INR in Actuals)
| Particulars |
For the year ended March 31, 2024 |
For the year ended March 5(1, 2023 |
| Foreign Exchange Earnings |
Nil |
Nil |
| Foreign Exchange Outgo |
Nil |
Nil |
25. Details of application made or proceedings pending under the
Insolvency and Bankruptcy Code, 2016:
There were no proceeding initiated or pending under the Insolvency and
Bankruptcy Code, 2016 during the year under review.
26. Details of one time settlement with any bank or financial
institution:
There were no instances of one [time settlement with any Bank or
Financial Institution during the year under review.
27. First time adoption of Ind AS:
The financial statements of the Company for the year ended March 31,
2024 a 'e the first annual financial statements prepared in accordance with Indian
Accounting Standards (Ind AS) as issued by the Ministry of Corporate Affairs (MCA).
The Company has adopted Ind AS fo;r the first time, transitioning from
the previous Indian Generally Accepted Accounting Principles ((GAAP),
The transition date to Ind AS is April 1, 202$. The comparative
information for the year ended March 31, 2024
I has been restated in accordance with Ind AS, and the financial
statements for that year have been prc pared to provide comparability with the financial
statements for the year ended March 31,2024.
28. Acknowledgements:
Your Directors place on record their sincere gratitude to the Ministry
of Corporate Affairs, Shareholders, Stakeholders and Business Associates for their
continued support and faith in the Company. Your Directors also wish to place on record
their appreciation for the contribution made by employees at all levels.
|