You are here » Home » Companies » Company Overview » Libas Consumer Products Ltd

Libas Consumer Products Ltd.

BSE: 538391 Sector: Industrials
NSE: LIBAS ISIN Code: INE908V01012
BSE 05:30 | 01 Jan Libas Consumer Products Ltd
NSE 14:34 | 24 May 25.20 -0.30
(-1.18%)
OPEN

25.60

HIGH

25.80

LOW

24.80

OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Libas Consumer Products Ltd. (LIBAS) - Director Report

Company director report

To The Members

Libas Consumer Products Limited

Your Directors are pleased to present before you the 17th Boards' Report forthe Company for the financial year ended March 31 2021.

1. FINANCIAL PERFORMANCE

The financial highlights (standalone) of the Company for the year ended March 31 2021are presented below:-

Particulars 31.03.2021(INR) 31.03.2020(INR)
Revenue from operations 349971717.00 332175253.00
Other income 5405493.00 14215579.00
Gross Income 355377210.00 346390832.00
Expenses 328687625.00 342181943.00
Profit/(Loss) before Tax (16503587.00) 4208888.00
Less: Current Tax 0.00 676200.00
Less: Deferred tax (222955.00) 105245.00
Net Profit for the year (16280632.00) 3427443.00

2. OPERATIONS AND FUTURE OUTLOOK OF THE COMPANY

During the year under review the loss stood at INR 1.62 crore as against profit of INR34.27 lakh in the previous year. Your company continued to focus on new client acquisitionalong with deepening the existing ones.

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the Financial Year in review the company entered into consumer product businessdealing spices salt and other related items.

4. SHARE CAPITAL STRUCTURE OF THE COMPANY

During the year there has been no change in the Authorized Share Capital and Paid-upEquity Share Capital of the Company.

A) Issue of equity shares with differential rights

Your Company had not issued equity shares with differential rights as required to bedisclosed in rule 4 (4) of Companies (Share Capital and Debentures) Rules 2014 duringthe year under review.

B) Issue of sweat equity shares

Your Company had not issued sweat equity shares as require to be disclosed under rule 8(13) of Companies (Share Capital and Debentures) Rules 2014 during the year underreview.

C) Issue of employee stock

Your Company had not issued employee stock option as required to be disclosed underrule 12 (9) of Companies (Share Capital and Debentures) Rules 2014 during the year underreview.

D) Private Placement/Preferential Allotment

Your Company had not issued shares on Private Placement of Preferential allotmentbasis.

E) Bonus Issue

Your company had issued Bonus shares in the ratio of 1:5 (i.e. 1 equity shares allottedfor every 5 shares held) and allotted the same in the month of April 2021.

5. DIVIDEND

Your Directors are please to recommend Final Dividend @ 1% i.e. INR 0.10 per EquityShares of face value INR 10.00 each aggregating to INR 1470000.00 for the year endedMarch 31 2021.

The final dividend subject to the approval by the shareholders in the forthcomingAnnual General Meeting and if declared will be paid on or after September 15 2021 tothose members whose names appears in the register of members as on date of book closure.The register of members and the share transfer books of the Company will remain closedfrom September 8 2021 to September 14 2021 (Both days inclusive) for AGM and payment ofdividend if declared on equity shares.

6. TRANSFER TO RESERVES

Due to loss the Company has not transferred amount to Reserves and Surplus accountduring the financial year ending March 31 2021.

7. ACCOUNTING STANDARD AND FINANCIAL STATEMENTS

The Financial Statements of the Company are prepared in accordance with AccountingStandards issued by the Institute of Chartered Accountants of India which forms part ofthis Annual report.

8. CONSOLIDATED FINANCIAL STATEMENT

As required under Section 129 of the Act and LODR Regulations a consolidated financialstatements for the year ended March 31 2021 are attached.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL i. Directors

The Composition of the Board as on this report date is as follows:

Name of the Director DIN/PAN Designation Category Date of Appointment
Mr. Anand Taggarsi 06959365 Director Non-Executive Independent 21/09/2016
Mr. Nishant Mahimtura 02000572 Director Promoter Executive 10/11/2004
Mr. Ashish Dubey 07604537 Director Non-Executive Independent 18/06/2020
Mrs. Reshma Ganji 07576582 Managing Director Promoter Executive 26/07/2016
Mr. Riyaz Ganji 02236203 Wholetime Director Promoter Executive 10/11/2004
Mr. Vivek Kamath 07239860 Director Non-Executive Independent 21/09/2016

The disclosures pertaining to the Equity Shares held and the Remuneration received bythe Directors and Key Managerial Personnel's during the Financial Year 2020-21 aredisclosed in MGT-7 at link www.libasdesignsltd.com

Changes in the Board

1. Mr. Ashish Dubey was appointed as an Additional Independent Director with effectfrom June 18 2020 and was regularized on September 30 2020. 2. Retirement by rotationand subsequent re-appointment In accordance with the provisions of section 152(6) of theCompanies Act 2013 and Companies Articles of Association Mr. Riyaz Ganji is liable toretire by rotation at the ensuing Annual General Meeting and being eligible to offerhimself for re-appointment by stating his willingness to be re-appointed at this AnnualGeneral Meeting.

The complete details and disclosures pertaining to the qualification experienceeducation and other details as required under the Companies Act 2013 SecretarialStandards-2 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015are annexed to the Notice to the Annual General Meeting for the Directors seekingappointment/reappointment.

Key Managerial Personnel

1. Ms. Nita Mishra has been appointed as Company Secretary cum Compliance Officer ofthe Company with effect from July 4 2020.

2. Mr. Basant Kumar Agarwal resigned from the post of CFO with effect from September21 2020.

3. Mr. Ravnish Gujral and Mr. Nishant Mahimtura were appointed as Chief ExecutiveOfficer (CEO) and Chief Financial Officer (CFO) with effect from October 27 2020.

4. Mr. Ravnish Gujral resigned from the post of CEO with effect from April 20 2021.

10. Listing Fee

The Company has paid the applicable listing fee to the National Stock Exchange of IndiaLimited for the Financial Year 2021-22.

11. AUDITORS i. Secretarial Auditor

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 hasappointed M/s. SARK & Associates Company Secretaries as Secretarial Auditors of theCompany for the Financial Year 2020-21 to undertake the Secretarial Audit of the Company.The Secretarial Audit Report in form MR-3 (Annexure III) is presented separately and formspart of this report.

ii. Statutory Auditors

M/s. Jain Jagawat Kamdar & Co Chartered Accountants (ICAI Firm Registration No.122530W) continues to be Statutory Auditor of the Company. The Board has recommendedshareholders for appointment of M/s. Jain Jagawat Kamdar & Co Chartered Accountantsas Statutory Auditor for FY 2021-22 upon completion of his one year as Statutory Auditorof the Company in this AGM. The Auditor's Report to the shareholders on standalone andconsolidated financials for the year ended March 31 2021 is presented separately andforms part of this report and has certain qualification observation or adverse comments.During the year under review the Auditors of the Company have not reported any fraudunder Section 143(12) of the Companies Act 2013. The Notes to Accounts referred to in theAuditor's report are self-explanatory and do not require any further comments.

iii. Internal Auditor

Pursuant to the provisions of Section 138 and any other applicable provisions of theCompanies Act 2013 and the rules made thereunder M/s. V. A. Mishra & AssociatesChartered Accountant (Registration No. 106435W) appointed/continue to act as InternalAuditors of the Company for the Financial Year 2020-21.

12. REPLY TO THE COMMENTS IN THE AUDITORS' REPORT AND SECRETARIAL

AUDITOR'S REPORT

1. Undisputed liability of Income tax and Professional Tax will be settled in duecourse of time.

2. Pending EXIC litigation is under process and will be settled as per the judiciaryorder.

3. The management is analyzing the situation and finding suitable solution to resolvethe matter.

Secretarial Audit Report

1. The company had not given prior intimation of the proposed board meeting to dividenddeclaration. The company had already paid penalty to NSE.

2. There was delay in opening dividend account with Union Bank of India which lead todelay in depositing dividend amount in five days of declaration and payment toshareholder.

3. The company is in process of payment of Statutory liabilities.

4. The company will take due care to file various e-forms within statutory timeline.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that: a) in the preparation of the AnnualAccounts the applicable accounting standards have been followed along with properexplanation relating to material departures; b) the directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year and of the profit and loss of the company forthat period; c) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;d) the directors have prepared the annual accounts on a going concern basis; and e) thedirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively. f) InternalFinancial Controls have been laid down to be by the Company and that such internalFinancial Controls are adequate and were operating effectively;

14. DECLARATION BY INDEPENDENT DIRECTORS

Necessary declarations have been obtained from all the Independent Directors that theymeet the criteria of independence under sub-section (6) of Section 149 of the CompaniesAct 2013 and as per Regulation 25 read with Regulation 16 of SEBI LODR Regulations.

15. BOARD AND COMMITTEE MEETINGS

The Board of Directors meets at regular intervals to discuss the business andcompliance matters of the Company. The details of the Meetings of the Board of Directorsand the Committees of the Board of Directors and their respective constitution are statedin the Corporate Governance Report (Annexure II) attached which form part of this Board'sReport. The Company Secretary of the Company is the Secretary to each of these Committees.Separate Meeting of Independent Directors is conducted during every Year in terms of therequirements of Schedule IV to the Companies Act 2013 and Regulation 25(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Further the Board of Directors have adopted various policies on the functioning andrunning of the Board of Directors as mandated by the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and which are also available on the website ofthe Company.

16. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (SEBI LODR Regulations) the Board hascarried out an annual performance evaluation of its own performance of the Directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees of the Board. At the meeting of the Board all therelevant factors that are material for evaluating the performance of individual Directorsthe Board and its various Committees were discussed in detail. A structuredquestionnaire each in line with the circular issued by SEBI for evaluation of the Boardits various Committees and individual Directors was prepared and recommended to the Boardby the Nomination & Remuneration Committee for doing the required evaluation aftertaking into consideration the inputs received from the Directors covering various aspectsof the Board's functioning such as adequacy of the composition of the Board and itsCommittees execution and performance of specific duties obligations and governance etc.A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority Shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board excluding the Director being evaluated.Independent Directors fulfill the criteria of independence and they are independent ofmanagement. The performance evaluation of the Chairman and non-independent Directors wasalso carried out by the Independent Directors at their separate meeting. The Directorsexpressed their satisfaction with the evaluation process.

17. PUBLIC DEPOSITS

Your Company has neither invited nor accepted/renewed any "Deposit" from thepublic within the meaning of the term "Deposits" under the Companies (Acceptanceof Deposits) Rules 2014 made under Chapter V read with Section 73 and 76 of the CompaniesAct 2013 as amended from time to time and accordingly no disclosures are required in thisregard.

18. CORPORATE GOVERNANCE

The company is committed to maintain highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. Your Company continues tofollow the principles of good corporate governance and the board of directors lays strongemphasis on transparency accountability and integrity. As required by Regulation 24 ofthe SEBI (LODR) Regulation 2015 a detailed Corporate Governance Report is givenseparately which forms part of this Annual Report.

19. ANNUAL RETURN

In accordance with the Companies Act 2013 the Annual Return in the prescribed formatis available at www.libasdesignsltd.com

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF

THE ACT

During the year under review the Company remain invested in it's wholly ownedsubsidiary Libas Designs FZE LLC in the UAE. The details have been mentioned in thefinancial statement with respect to the same.

21. RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered into by the Company during thefinancial year with the related parties are on arm's length basis and in the ordinarycourse of business. During the financial year there was no material contracts orarrangements entered into by the Company with any of the related party. Your Directorsdraw attention of the members to Note to the financial statement which containparticulars with respect to related parties. The policy on dealing with the related partytransactions as approved by the Board of Directors is disclosed on the website of theCompany. Particulars of contracts or arrangement with related parties referred to insection 188(1) of the Companies Act 2013 in the prescribed form AOC-2 is appended as(Annexure I) to the Board Report.

22. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Directors inform the members that with the objective of pursuing the business in afair and transparent manner by adopting the highest standards of professionalism honestyintegrity and ethical behavior and to encourage and protect the employees who wish toraise and report their genuine concerns about any unethical behavior actual or suspectedfraud or violation of Company's Code of Conduct the Company has adopted a Whistle BlowerPolicy. The policy has been disclosed on the website of the Company

23. SUBSIDIARY ASSOCIATES OR JOINT VENTURE

In accordance with Section 129(3) of the Act a statement containing salient featuresof the financial statements of the subsidiary companies in Form AOC-1 is provided as partof the consolidated financial statement. Hence a separate report on the performance andfinancial position of each of the subsidiaries and joint venture companies is not repeatedhere for the sake of brevity. This includes highlights of performance of Wholly OwnedSubsidiary viz. ‘Libas Designs FZE LLC' of the Company. During the year under reviewno company has ceased to be subsidiary/joint venture or associate of the Company duringFY21.

24. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration committee has put in a place the policy on boarddiversity for appointment of directors taking into consideration qualification and wideexperience of the directors in the field of banking finance regulatory administrationlegal commercial vehicle segment apart from compliance of legal requirements of thecompany. The company has laid down remuneration criteria for directors key managerialpersonnel and other employees in the Nomination and Remuneration Committee. The policyinter-alia includes criteria for determining qualifications positive attributesindependence of a director and expertise and experience required for appointment ofdirectors KMP and senior management. The Policy is also available on company's website:www.libasdesignsltd.com

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

In accordance with the Listing regulations the Management Discussion and Analysisreport which forms part of the annual Report.

26. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has in place adequate internal financial control systems commensurate withthe size scale and complexity of its operations. The Company has appropriate policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to the company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsthe timely preparation of reliable financial information. During the year under reviewthe Company has not come across any incidence of fraud. The internal auditor monitors andevaluates the efficacy and adequacy of internal control systems in the Company. Based onthe report of the internal auditor the respective departments undertake corrective actionin their respective areas and thereby strengthen the controls.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITSOPERATIONS DURING THE YEAR UNDER REVIEW

There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the company and its operations during theyear under review.

28. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIAL

POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OFTHE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes & 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.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION REDRESSAL) ACT 2011

Your Company endeavors to provide a harmonious working environment for female employeesand has adopted a policy which provides for protection against sexual harassment of womenat work place and for prevention and redressal of such complaints. During the year nosuch complaints were received. No. of complaints filed during the financial year: NIL

No. of complaints disposed of during the financial year: Nil No. of complaints pendingas on end of the financial year: Nil

30. COMMITTEES OF BOARD

Currently the board has six committees:

1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee
4. Investment Committee and
5. Executive Committee
6. Corporate Social Responsibility Committee

A detailed note on board composition and its committees is provided in the CorporateGovernance report (Annexure-III).

31. RISK MANAGEMENT POLICY

The Company has adopted the risk management policy which aimed at creating andprotecting shareholders value by minimizing threats and losses and identifying andmaximizing opportunities. Your Directors periodically review the risks associated with thebusiness or which threaten the prospects of the Company

32. CODE OF CONDUCTAND PREVENTION OF INSIDER TRADING

In compliance with the SEBI regulation on Code of Conduct for Regulating Monitoring& Reporting Trading by Insiders the Company has instituted a comprehensive code ofconduct for its management staff. The Code lays down guidelines which advises them onprocedures to be followed and disclosures to be made while dealing with shares of Libasand cautions them on consequences of violations. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the ethicalstandards of dealing in company securities. The insider trading policy of the companycovering code of practices and procedures for fair disclosures of unpublished pricesensitive information and code of conduct for the prevention of insider trading isavailable on our website: www.libasdesignsltd.com.

33. INVESTORS' RELATION AND GRIEVANCES

During the Year under review the Company has not received any Complaint/Grievance fromthe Investors of the Company. The Company has a dedicated e-mail address cs@libas.co.infor communication with the Investors. Further a section for Investors with details ofthe Annual Reports Financial Statements Communications to Stock Exchanges and othernecessary information is available on the website of the Company onwww.libasdesignsltd.com. The Company is registered on the website of SEBI ComplaintRedressal System (SCORES).

34. PARTICULARS OF EMPLOYEES

The details of the Remuneration drawn by the Whole Time Executive Directors andManaging Director and Independent Directors are stated in the Corporate Governance Report(Annexure-II) other information required under section 197 of the Act read with rule 5(1)of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisReport. Details pertaining to Remuneration as required under section 197(12) of theCompanies Act 2013 read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given as part of this Report.

35. CONSERVATION OF ENERGY TECHNICAL ABSORPTION AND FOREIGN EXCHANGE

EARNING AND OUTGO

The information pursuant to section 134(3) (m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 is as follows: a. The company has no activity involvingconservation of energy or technology absorption. b. There is no foreign exchange earningsand outgo.

36. CORPORATE SOCIAL RESPONSIBILITY

Since Section 135 of Companies Act' 2013 and Rules made there under is not applicablehence no meeting were conducted during the year.

37. HUMAN RESOURCES MANAGEMENT

Your Company recognizes that people play a key role in gaining competitive advantage inour industry. Your Company is focused on creating the right working environment for ourpeople to excel. Your Company will continue to work towards improving all aspects of ourpeople practices to be counted among the Great Places to Work. The key pillars of successat Libas Consumer Products Limited from a Human Capital perspective are: Ensuring we havethe right people in every role Driving scalable processes to enhance ROI

Creating a culture of learning and Execution

Human Resources plan was executed in line with the target set at the beginning of theyear.

38. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION

(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no frauds as reported by the Statutory Auditors under sub-section 12 ofSection 143 of the Companies Act 2013 along with Rules made there-under other than thosewhich are reportable to the Central Government.

39. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank Customers Members Suppliers BankersBusiness Partners/Associates Central and State Governments for their consistent supportand cooperation extended to the Company. We also acknowledge the significant contributionmade by the employees by their dedication and hard work and trust reposed on us. We lookforward to have the same support in our endeavor to help the Company to grow faster.

For and On Behalf of the Board of
Libas Consumer Products Limited
Reshma Riyaz Ganji Nishant Mahimtura
Managing Director Chairma cum Director
DIN: 07576582 DIN: 02000572
Mumbai Mumbai
August 13 2021 August 13 2021

.