Libord Securities Limited
Your Directors have pleasure in presenting the 23rd Annual Report along with theAudited Accounts of the Company for the year ended 31st March 2017
1. FINANCIAL PERFORMANCE
A. A summary of the financial performance of your Company for the financial year ended31.3.2017 is as
( Rs. in Lacs)
|Particulars ||Standalone |
| ||2016-17 ||2015-16 |
|Income from Operations (net) ||44.48 ||37.72 |
|Gross Profit before Depreciation & Taxes ||14.69 ||11.73 |
|Depreciation ||0.67 ||0.63 |
|Deferred Tax ||(0.05) ||0.03 |
|Provision for Taxation ||4.00 ||3.40 |
|Short Provision Written Back ||0.02 ||(0.02) |
|Profit after Taxation (PAT) transferred to the Profit & Loss Account under Reserves & Surplus ||10.05 ||7.69 |
2. REVIEW OF OPERATIONS
The income from operation on during the year was Rs. 44.48 Lakhs (Previous Year 37.72Lakhs). The Company's turnover has increased by about 17.92% on largely due to increase inconsultancy income. The gross profits have increased by 25.23% due to better operationalefficiency.
3. OUTLOOK & PROSPECTS
The Indian Economy has been one of the fastest growing economy in the World. The focusof the economic policies has been on transforming India into a modern and swachh Bharatthrough economic reforms demonetization digitalization in a cleaner and corruption freeenvironment. However the World that almost turned into a global village due to wide scaleglobalization and liberalization has been seeing a reversal in trade policies of manynations who have chosen to put their respective country's interest first which haspromoted protectionism as a matter of major concern particularly for emerging anddeveloping economies whose external trade may be hit considerably if such protectionistbias continues.
Indian Economy is not aloof to changes occurring in the outside world and thereforethe positive and negative changes in the world economy do affect India's performance inthe economic sphere. However amid the unusually volatile external environment the Indianeconomy has grown quite impressively this fiscal to consolidate India's position as thefastest growing economy. The
Economic Survey projects there is a strong likelihood that Indian economy may recoverback to a growth of 6 per cent to 7 per cent in 2017-18. With the rapid strides thatthe Indian Economy is making powered by thrust towards make in India campaign andpromotion of ease of doing business your Company sees a good opportunity for improvementof its performance in the near term.
4. SHARE CAPITAL
There was an increase in the authorised share capital of the Company during the yearunder review from Rs. 6 crore to Rs. 11 crore as approved by the members of the Company inthe 22nd AGM of the Company. The paid up equity capital remained at Rs. 500Lakhs comprising of 50 lakh shares of Rs. 10 each as on March 31 2017. The Company hasnot issued shares with differential voting rights nor granted stock options nor sweatequity.
Your directors do not recommend any dividend for the current year under review in orderto conserve resources. A sum of Rs. 10.05 lakhs has been transferred to the Profit &Loss Account under Reserves & Surplus.
6. FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
7. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size and nature ofits operations. During the year controls were tested and no material weakness in designand operation were observed. These have been designed to provide reasonable assurance withregard to recording and providing reliable financialand operational information complyingwith applicable statutes safeguarding assets from unauthorised use executingtransactions with proper authorisation and ensuring compliance of corporate policies.
8. DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 Mr. Ramesh Jain (DIN01682905) Director of the Company will be retiring by rotation at this Annual GeneralMeeting and is eligible for re-appointment. There is no change in the composition of theBoard of Directors.
9. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
As per The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 effective from 1st December 2015 the compliance with thecorporate governance provisions as specified in regulations 17 18
19 20 2122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V are not mandatorily required to becomplied by a Company whose paid up share capital does not exceed Rs. 10 crores and networth does not exceed Rs. 25 crores.
Considering that the Company's paid-up equity share capital was less than Rs. 10.00Crore and the Net Worth was less than Rs. 25 Crore as at 31.3.2017 compliance with theprovisions mentioned aforesaid are not mandatory for the Company.
10. NUMBER OF THE MEETINGS OF THE BOARD OF DIRECTORS
During the year there were four Board Meetings held on 26.05.2016 10.08.20164.11.2016 and 10.02.2017. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013.
11. DECLARATION GIVEN BY INDEPENDENT DIRECTORS
As per the requirement of Section 149 (7) of the Companies Act 2013 the IndependentDirectors have given their respective declarations that they meet the criteria ofindependence as specified under Section 149 (6) of the Act.
12. REMUNERATION POLICY
Based on the recommendation of the Nomination & Remuneration Committee the Boardof Directors have approved and adopted a Remuneration policy for Directors Key ManagerialPersonnel and other employees of the Company under section 178 (3) of the Companies Act2013. The remuneration policy is annexed to this Report and forms part of this Report.
13. CODE OF CONDUCT
The Code of Conduct for the Board of Directors and the Senior Management has beenadopted by the Company. The Code of Conduct has been disclosed on the website of thecompany at www.libord.com.
14. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES
The Company does not have any Subsidiary Company or Associate Company as defined underthe provisions of the Companies
Act 2013. Hence Statement of Salient Features of the Financial Statement ofSubsidiaries & Associate Companies pursuant to first proviso to sub-section (3) ofSection 129 of the Companies Act 2013 read with rule 5 of the Companies (Accounts) Rules
2014 (AOC1) is not applicable and does not form part of this report.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to report to the Management instancesof unethical behaviour actual or suspected fraud or violation of the Company's code ofconduct or ethics policy. Under this policy the employees can approach the Company'sCompliance Officer and/or Chairman of the Audit Committee. Whistle Blower Policy ensuresthat with concerns and also that no discrimination be meted out to any person for a strictconfidentiality genuinely raised concern. The Whistle Blower Policy of the Company isposted on the website of the Company.
16. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The "Code of Fair DisclosureInternal Procedures and Conduct for Regulating Monitoring and Reporting of Trading byInsiders" has been adopted and has been disclosed on the website of the Company atwww.libord.com.
17. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The provisions of Section 135 of the Companies Act 2013 are not presently applicableto the Company.
18. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3c) & (5) of the Companies Act2013 with respect to Directors' Responsibility Statement it is hereby confirmed: (i)That in the preparation of the accounts for the financial year ended 31st March 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departures; (ii) That the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit or loss of the Company for the year underreview.
(iii) That the Directors have taken proper and sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch 2017 on a going concern basis. (v) That the Directors have laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively.
(vi) That the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively
19. BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act 2013 the Company has undertakensuitable measures for the development and implementation of a risk management policy forthe Company including identification of elements of risk if any which in the opinion ofthe Board may threaten the existence of the Company. At present the Company has notidentified any element of risk which may threaten the existence of the Company.
20. BOARD EVALUATION
The performance of Board of Directors and the Committees constituted by the Board andthe individual Directors has been evaluated during the Financial Year ended 31st March2017.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There are no contracts or arrangements with related parties as which are not at arms'length during the year. Hence Form AOC2 pursuant to the provisions of section 134(3)(h) ofthe Companies Act 2013 and rule 8(2) of the Companies (Accounts) Rules 2014 is notapplicable and does not form part of this report accordingly.
22. PARTICULARS OF MATERIAL ORDERS
During the year under review neither any Regulator nor any Court or Tribunal haspassed any significant impacting the going concern status and the Company's operations inthe future.
23. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report.
24. PURCHASE OF SHARES OF THE COMPANY
The Company does not give any loan guarantee or security or any financial assistanceto the employees the purpose of purchase or subscription for any shares of the Companypursuant to Section 67 (2) of the Companies Act 2013.
25. EXTRACT OF ANNUAL RETURN
Pursuant to provisions of Section 92(3) of the Companies Act 2013 and Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 an extract of the Annual Returnin Form MGT-9 is annexed to this Report and forms part of this Report. (Please referAnnexure - I - Extract of Annual Return).
26. AUDIT COMMITTEE
a) Terms of Reference
To oversee interalia the Company's financial reporting process and disclosure of itsfinancial information to recommend the appointment of Statutory Auditors and fixation ofthe audit fees to review and discuss with the Auditors about internal control systemsscope of audit including observations of the auditors on adequacy of internal controlsystems major accounting policies & practices adopting accounting standards andcomplying various requirements concerning financial statements if any to review theCompany's quarterly and annual financial statements before submission to the Board ofDirectors.
b) Composition of Audit Committee
The Audit Committee comprises of three directors with Independent Directors forming themajority. Mr. Yogesh R. Choksey is the Chairman of the Audit Committee. Mr. T.R.Ramanathan and Mr. Ramesh Jain are the other two members of the Audit Committee. Themembers possess adequate knowledge of accounts audit and finance among others. Thecomposition of the Audit Committee meets the requirement as per section 177 of theCompanies Act 2013. There are no recommendations of the Audit Committee which have notbeen accepted by the Board. During the year four Audit Committee meetings were held on26.05.2016 10.08.2016 4.11.2016 and 10.02.2017.
27. SECRETARIAL AUDIT REPORT
M/s Kamlesh Jain & Associates Company Secretaries have been appointed to conductthe Secretarial Audit of the Company for the financial year 2016-17. Pursuant to Section204 (1) of the Companies Act 2013 the Secretarial Audit Report submitted by theSecretarial Auditors for the year ended 31st March 2017 is annexed to the Annual Reportand forms part of the Annual Report. The observations made in the Auditors' Report readtogether with relevant notes thereon are self-explanatory and hence do not call for anyfurther comments under Section 134 (3) of the Companies Act 2013 besides that the Companycould not appoint a Company Secretary in the Year 2016-17 as it could not locate asuitable candidate. However the Company has appointed a Company Secretary with effectfrom 2.5.2017.
At the 22nd Annual General Meeting Members have appointed M/s. Amar Bafna& Associates Chartered Accountants Mumbai (FRN: 114854W) as Statutory Auditors for aperiod of three years subject to ratification by Members in every ensuing Annual GeneralMeeting. M/s. Amar Bafna & Associates Chartered Accountants Mumbai (FRN: 114854W)the existing Auditors have furnished a certificate confirmingthat if ratified theirappointment will be in accordance with Section 139 read with Section 141 of the CompaniesAct 2013. The Members are requested to ratify their appointment as Auditors of theCompany for the remaining term of two years on the same terms and conditions on which theywere appointed in the said AGM subject to ratification every ensuing Annual GeneralMeeting. The Auditors' Report to the shareholders for the year under review does notcontain any qualification.
29. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT
The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
30. STATEMENT PURSUANT TO LISTING AGREEMENT
The Company's Equity shares are listed at BSE Ltd. Mumbai. The Listing Fee for theyear under review has been paid to BSE Ltd. timely.
The information required to be disclosed in the Directors' Report pursuant to section197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rule 2014 is set out as an Annexure to the Report.
32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
(A) CONSERVATION OF ENERGY
(B) TECHNOLOGY ABSORPTION
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
|Particulars ||For the year ended March 31 2017 ||For the year ended March 31 2016 |
|Foreign Exchange Earnings ||NIL ||NIL |
|Foreign Exchange outgo ||NIL ||NIL |
Your Directors place on record their appreciation for the valuable contribution made bythe staff members of the company. Your Directors wish to place on record theirappreciation for the active support given by Banks Investors Shareholders BrokersEmployees and Customers.
|Place : Mumbai || || |
|Date : 15.05.2017 ||By the order of the Board || |
|Registered office : ||Lalit Kumar Dangi ||Ramesh Jain |
|104-M.K. Bhavan ||Chief Executive Officer ||Chief Financial Officer |
|300 Shahid Bhagat Singh Road ||DIN : 00886521 ||DIN : 01682905 |
|Fort Mumbai - 400 001 || || |