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Libas Designs Ltd.

BSE: 538391 Sector: Industrials
NSE: LIBAS ISIN Code: INE908V01012
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Libas Designs Ltd. (LIBAS) - Director Report

Company director report

To

The Members

Libas Designs Limited

Your Directors are pleased to present before you the 15th Boards' Report forthe Company for the financial year ended 31st March 2019.

1. FINANCIAL PERFORMANCE

The financial highlights (standalone) of the Company for the year ended March31 2019 are presented below:-

Particulars For the year ended 31.03.2019 (Rs.) For the year ended 31.03.2018 (Rs.)
Revenue from operations 517650638 440806877
Other income 1692893 7361386
Gross Income 519343531 448168263
Expenses 469964754 407423679
Profit/(Loss) before Tax 49378777 40744584
Less: Current Tax 13750000 11500000
Less: Deferred tax 197640 133778
Net Profit for the year 35431137 29110806

2. OPERATIONS AND FUTURE OUTLOOK OF THE COMPANY

During the year under review the Profit before taxation stood at Rs. 469964754/-as against Rs. 407423679/- in the previous year and Profit available forappropriation after providing for taxation stands at Rs.35431137/- asagainst Rs. 29110806/- in the previous period.

Your company continued to focus on new client acquisition along with deepening theexisting ones.

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the Financial Year in review there was no change in the nature of the businesscarried out by the Company.

4. SHARE CAPITAL STRUCTURE OF THE COMPANY

During the year there has been an increase in the Authorized Share Capital and Paid upEquity Share Capital of the Company due to equity shares being allotted to eligibleshareholders under Bonus Issue. The Authorized Share Capital and Paid up Share Capital ofthe Company as at March 31 2019 is Rs. 12 00 00000/- (Rupees Twelve Crores only)divided into 12000000 (One Crore Twenty Lakhs) Equity Shares of Rs. 10 each and Rs.112500000/- (Rupees Eleven Crores Twenty Five Lakhs only) divided into 11250000 (OneCrore Twelve Lakhs Fifty Thousand) Equity shares of Rs. 10 each respectively.

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.

5. DIVIDEND

Your Directors have considered it financially prudent in the long-term interests of theCompany to not declare dividend for current year.

6. TRANSFER TO RESERVES

The Company transferred Rs. 3 54 31137/- to Reserves and Surplus account during thefinancial year ending March 31 2019.

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. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA) notified its phase-wise roadmap for theadoption of Indian Accounting Standards (Ind AS) converged with the InternationalFinancial Reporting Standards (IFRS) vide its notification dated February 16 2015announcing the Companies (Indian Accounting Standards) Rules 2015 for the application ofIND AS. Accordingly your Company has adopted Ind AS.

Your Company believes in highest standards of Corporate Governance and recognizes thatFinancial Statements are an important source of information to the Shareholders and otherstakeholders.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL i. Composition of Board

The Composition of the Board& Key Managerial Personnel is as follows:

Name of the Director DIN/PAN Designation Category Date of Appointment No. of Board Meeting held during the year No. of Board Meeting attended during the year
Mr. Anand Taggarsi 06959365 Director Non- Executive Independent 21/09/2016 10 7
Mr. Nishant Mahimtura 02000572 Director Promoter Executive 10/11/2004 10 10
Mr. Nishant Mahimtura AACPM1240J CFO Chairman 21/09/2016 10 10
Mrs. Reema Varde 07604537 Director Non- Executive Independent 21/09/2016 10 5
Mrs. Reshma Ganji 07576582 Managing Director Promoter Executive 26/07/2016 10 8
Mr. Riyaz Ganji 02236203 Wholetime Director Promoter Executive 10/11/2004 10 10
Mr. Vivek Kamath 07239860 Director Non- Executive Independent 21/09/2016 10 3
Ms. Raashi Singhi ERRPS8374F Company Secretary& Compliance Officer KMP 14/11/2018 10

The disclosures pertaining to the Equity Shares held and the Remuneration received bythe Directors and Key Managerial Personnel's during the Financial Year 2018-19 aredisclosed in (MGT-9 as ANNEXURE - I) which forms a part of this Report.

ii. Appointment

During the year under consideration Ms. Raashi Singhi was appointed as the CompanySecretary & Compliance Officer of the Company w.e.f. November 14 2018 and Mr. GovindRao has resigned as a Company Secretary and Compliance Officer w.e.f. July 31 2018.

iii. Change in Designation:

During the year there were no changes in designation of the Directors and KMP.

iv. Retirement by rotation and subsequent re-appointment

In accordance with the provisions of section 152(6) of the Companies Act 2013 andCompanies Articles of Association Mr. Riyaz Ganji is liable to retire by rotation at theensuing Annual General Meeting and being eligible to offer himself for re-appointment bystating his willingness to be reappointed at this Annual General Meeting.

Further Mr. Nishant Mahimtura has attained the age of 70 years and looking at hisvaluable contribution his reappointment has been proposed to the Members of the Companyin the notice.

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.

10. Listing Fee

The Company has paid the applicable listing fee to the National Stock Exchange of IndiaLimited for the Financial Year 2019-20.

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. JMJA & Associates LLP. Practicing Company Secretaries as SecretarialAuditors of the Company for the Financial Year 2018-19 to undertake the Secretarial Auditof the Company.

The Secretarial Audit Report in form MR-3 (Annexure IV) is presented separatelyand forms part of this report.

ii. Statutory Auditors

M/s. Jain Jagawat Kamdar & Co Chartered Accountants (ICAI Firm Registration No.122530W) who are the Statutory Auditors of the Company were appointed as the StatutoryAuditors for a term of five years at the Annual General Meeting of the Company held onSeptember 28 2017 subject to ratification of their appointment by the Members at everyintervening Annual General Meeting held thereafter. The requirement of seekingratification of the Members for continuance of their appointment has been withdrawnconsequent upon changes made by the Companies (Amendment) Act 2017. Hence the resolutionseeking ratification of the Members for their appointment is not being placed at theensuing Annual General Meeting

The Auditor's Report to the shareholders on standalone and consolidated financials forthe year ended March 31 2019 is presented separately and forms part of this report andhas certain qualification observation or adverse comments. During the year under reviewthe Auditors of the Company have not reported any fraud under Section 143(12) of the

Companies Act 2013. The Notes to Accounts referred to in the Auditor's report areself-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 2018-19.

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

1. The outstanding amount of disputed TDS has been paid by the Company.

2. Disputed/outstanding amount of provident fund ESIC is targeted to be paid beforethe conclusion of ensuing AGM.

3. The re-appointment of Mr. Nishant Mahimtura (DIN: 02000572) as an ExecutiveDirector is proposed to be ratified upon completion of seventy years by the shareholdersof the Company at the forthcoming AGM.

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 Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

(f) Internal Financial Controls have been laid down to be by the Company and that suchinternal Financial 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 III) attached which form part of thisBoard's Report.

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 the relevant factors that are material for evaluatingthe performance of individual Directors the Board and its various Committees werediscussed in detail. A structured questionnaire each in line with the circular issued bySEBI for evaluation of the Board its various Committees and individual Directors wasprepared and recommended to the Board by the Nomination & Remuneration Committee fordoing the required evaluation after taking into consideration the inputs received fromthe Directors covering various aspects of 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 individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgement safeguarding the interestof the Company and its minority Shareholders etc. The performance evaluation of theIndependent Directors was carried out by the entire Board excluding the Director beingevaluated. Independent Directors fulfill the criteria of independence and they areindependent of management. The performance evaluation of the Chairman and non-independentDirectors was also carried out by the Independent Directors at their separate meeting. TheDirectors expressed 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 of the SEBI (LODR) Regulation 2015 a detailed CorporateGovernance Report is given separately which forms part of this Annual Report.

19. EXTRACT OF ANNUAL RETURN

The details of extracts of Annual Return in Form MGT-9 as required under section 92 ofthe Companies Act 2013 are enclosed as Annexure I and forming an integral part ofthis Report.

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

During the year under review the Company has invested in Ajman Media City asubsidiary in the UAE. The details have been mentioned in the financial statement withrespect 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 No.30 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 in section188(1) of the Companies Act 2013 in the prescribed form AOC-2 is appended as (AnnexureII) 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 Blower Policy. The policyhas been disclosed on the website of the Company

23. SUBSIDIARY ASSOCIATES OR JOINT VENTURE

During the year 2018-19 the Company has incorporated a Wholly Owned Subsidiary viz.‘Libas Designs FZE LLC' at Ajman Media City Dubai for the purpose of conductingdistribution business in

Ajman Dubai. The Company was incorporated on December 25 2018.

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 policy inter-alia includes criteria for determining qualifications positiveattributes independence of a director and expertise and experience required forappointment of directors 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 ITS OPERATIONS DURINGTHE 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 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

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 (PREVENTIONPROHIBITION 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 pending as 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 being an NSE SME Listed Company as on March 31 2019 was not mandatorilyrequired to formulate a Risk Management Policy as per Regulation 17(9) of SEBI (ListingObligations and Disclosure Requirement) Regulations 2015.

However the Company migrated to Main Board of NSE w.e.f. from July 23 2019 and as aresult has adopted the risk management policy which aimed at creating and protectingshareholders value by minimizing threats and losses and identifying and maximizingopportunities. Your Directors periodically review the risks associated with the businessor 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 company covering code of practices and procedures forfair disclosures of unpublished price sensitive information and code of conduct for theprevention of insider trading is available 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 GovernanceReport (Annexure-III)other information required under section 197 of the Act readwith rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 forms part of this Report. Details pertaining to Remuneration as requiredunder section 197(12) of the Companies Act 2013 read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given as part ofthis 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 involving conservation of energy or technologyabsorption. b. There is no foreign exchange earnings and 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 our peoplepractices to be counted among the Great Places to Work.

The key pillars of success at Libas Designs Limited from a Human Capital perspectiveare:

• Ensuring we have the 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 SECTION143 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 co-operation 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
Sd/- Sd/-
Reshma Riyaz Ganji Riyaz Eqbal Ganji
Managing Director Whole time Director
DIN: 07576582 DIN: 02236203
Place: Mumbai Place: Mumbai
Date: 03/09/2019 Date: 03/09/2019