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Liberty Shoes Ltd.

BSE: 526596 Sector: Others
NSE: LIBERTSHOE ISIN Code: INE557B01019
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VOLUME 172518
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OPEN 163.45
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VOLUME 172518
52-Week high 181.90
52-Week low 116.50
P/E
Mkt Cap.(Rs cr) 278
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Liberty Shoes Ltd. (LIBERTSHOE) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 34th Annual Report of the Companytogether with the Audited Financial Statements for the financial year ended 31st March2020.

Financial Highlights:

The highlights of the financial statements are as under:-

Particulars 2019-20 2018-19
Gross Sales 64954.16 60117.16
Add: Other Income 296.28 161.02
Revenue from Operations and Other Income 65250.44 60278.18
Profit before Depreciation Finance Costs and Tax (PBDIT) 6119.12 4188.70
Less: Finance Costs 1431.58 1480.57
Less: Depreciation & Amortisation 3349.04 1346.88
Profit Before Exceptional Items 1338.49 1361.25
Less: Exceptional & Extraordinary Items (442.91) 14.66
Profit before Tax Expense (PBT) 1781.40 1346.59
Less: Tax Expenses 681.67 662.32
Net Profit for the year (NP) 1099.73 684.27
Other Comprehensive Income /(Loss) - -
Total Comprehensive Income 1099.73 684.27

Review of the operations of the Company:

Your Company has prepared the Financial Statements for the financial year ended March31 2020 under Sections 129 133 and Schedule II of the Companies Act 2013 read with theCompanies (Indian Accounting Standards) Rules 2015 as amended.

During the financial year ended 31st March 2020 Liberty has recorded a turnover of'64954.16 Lakhs as against turnover of previous year's '60117.16 Lakh an increase of 8%over corresponding previous year 2019. The PBDIT stood at '6119.12 Lakhs during the year2019-20 as compared to '4188.70 Lakhs during the corresponding previous year 201819. Theincrease in PBDIT to the extent of '1997.10 Lakh is on account of change in accountingnorms of lease rental expenses which has been considered under depreciation/amortizationaccount instead of other expenses like previous year pursuant to newly implementedInd-AS-116 for accounting of leasehold rights of the Company made effective from 1stApril 2019. The PBDIT ignoring the said lease rental considered in depreciation andamortization is '4122.02 Lakh as against previous years's '4188.70 Lakh. The Profitbefore Tax expenses stood at '1781.40 Lakh including exceptional income of '442.91 Lakhas compared to '1346.59 Lakhs during the corresponding previous year 2018-19. The Profitafter Tax of your Company for the year

under consideration has remained at '1099.73 Lakhs as against '684.27 Lakhs duringthe corresponding previous year.

During the current year under consideration your Directors after evaluating thefeasibility of continuing operations at its Dehradun plant have decided to discontinueits operation there and liquidated the surplus land and building as a result of which theCompany has earned income under exceptional/extraordinary items to the extent of '442.91Lakh (net of Expenses) against expenses of '14.65 Lakh during previous year.

Your Company during the year under consideration has continued focusing onstrengthening and diversifying its product portfolio enhanced quality with comfort newdesigns with qualitative materials adding up new retail stores and enhancing customersexperience by reaching them through online marketing campaign on various event &occasions. These focused activities resulted in enhancing customers confidence andconstancy as evident from the growth in number of pairs/products sold during the year.

Your Directors truly identifying the prospective of e- commerce business opportunitiesin India has further supported its online platform with elaborate arrangement ofwarehousing supply and handling of the products with faster delivery to its customers.

Your Company also sells its product through its E Commerce Partners like AmazonFlipkart Smytten and Paytm among others.

The institutional or bulk customer segment over the years has been constantly improvingits contribution in the overall growth of the Company and during the year underconsideration besides its fine performance also bagged the prestigious Institutionalorder from Ministry of Defence Govt. of India worth approx. '100 Crores to be completedduring the current year 2020-21.

The lifestyle segment of the Company wherein the Company has launched differentvariants of fine fragrance perfumes & after shave lotions has not performed asenvisaged during the year under consideration. The Company is however optimisticregarding its penetration in the luxury market by exploring all alternative channels ofsales like own store B2B Online Sales etc. for making its products available to aspirantcustomers.

With the Covid-19 pandemic impacting people across the globe your Company has not beenuntouched with its impact which has effected its sales operations and market sentimentsduring the later part of March 2020. The nationwide lock down started from 23rd March2020 till the date of this report has not been completely lifted in most of the Stateswhich has adversely affected the operations of the Company in terms of Salesmanufacturing Retailing and other activities. The Company to mitigate the pandemicimpact has adopted requisite actions including but not limited to rental renegotiationfor its showrooms rationalizing its employee strength and its cost and furtherreinforcing of its e retail platform and other available modern channels.

Credit Rating:

During the year under review CARE Ratings Limited a leading rating agency hasre-affirmed its Ratings CARE "A" (-); (single A Minus) in respect of Long Termbanking facilities (comprising Term Loan and Working Capital fund based facilities) andCARE "A2" (+) ("A" Two Plus) in respect of Short Term bankingfacilities (comprising non fund based facilities) sanctioned by the Banks to the Company.The outlook on the Long Term rating during the lock down period has been assignednegative due to Company's liquidity position to remain stretched amid loss of income andcash flows due to lockdown.

Subsidiary Company their Performance & Consolidated financial statement:

Liberty Foot Fashion Middle East FZE (LFF) Dubai (Erstwhile Wholly Owned OverseasSubsidiary)

The Company has discontinued its Wholly Owned Subsidiary (WOS) at Middle East and itsassets are pending for liquidation

due to which no financial statements have been prepared of this WOS. Therefore thesame has not been attached and a statement containing salient features of the financialstatements of the Company's wholly owned subsidiary has not been provided as requiredunder Section 129 of the Companies Act 2013.

Appropriations:

Dividend

Your Directors considering the financial requirement to the Company have notrecommended any dividend for the financial year ended 31st March 2020.

Transfer to Reserves

Your Directors proposed to transfer '300.00 Lakh (Previous Year '300.00 Lakh) to theGeneral Reserves out of the profits available with the Company for appropriations.Accordingly an amount of '799.73 Lakh (Previous Year '384.26 Lakh) has been proposed tobe retained in the Profit & Loss Account of the Company.

Employees Stock Option Scheme(s)

During the year ended 31st March 2020 your Company has not floated any scheme inrelation to Employees Stock Option(s) and no such further plans have been initiated atpresent in this regard.

Nomination and Remuneration Policy

Your Board of Directors on the recommendation of the Nomination and RemunerationCommittee framed and adopted a policy for identifying and recommending the selection andappointment of Directors and KMPs of the Company and remuneration to Directors KMPs andother employees. The contents of the Policy and evaluation criteria have been stated inthe Corporate Governance Report. The above Nomination and Remuneration Policy is set outin Annexure-I of this Report. The Policy is also available on the website of the Companyi.e. www.libertyshoes.com.

Policy on Prevention of Insider Trading

Your Company has adopted a code of Conduct for Prevention of Insider Trading with aview to regulate trading in Equity Shares of the Company by the Promoters DirectorsEmployees designated persons and other connected persons. The said Code of Conduct isavailable on the website of the Company at www.libertyshoes.com. The Code requirespre-clearance for dealing in Company's shares and prohibits purchase or sale of shares inyour Company by the Promoters Directors Employees designated persons and otherconnected persons while they are in possession of unpublished price sensitive informationand also

during the period when the Trading Window remains closed.

Familiarization Program

In order to encourage active participation of Independent Directors and in order tounderstand the business environment your Company has been familiarizing the IndependentDirectors on its Board with detailed presentations by its business functional heads on theCompany operations strategic business plans new products and technologies includingsignificant aspects of the Industry and its future outlook. Once appointed the NonExecutive & independent Directors undergo the familiarization program of the Company.The Non executive & independent Directors are also provided with financial resultsinternal audit findings and other specific documents as sought by them from time to time.They are also made aware of the various policies and code of conduct and business ethicsadopted by the Board. Details of familiarization programs extended to the Non Executive& Independent Directors during the year under consideration are disclosed on theCompany website at www.libertyshoes.com.

Risk Management Policy & Risk Management

The Management of the Company has always been consciously reviewing its businessoperations in accordance with set rules and procedure and if any deviation or risk isfound remedial and effective steps are being taken to minimize the deviation and risk. Inline with the provisions of Section 134 (3) (n) of the Companies Act 2013 the Companyhas developed a Risk Management Policy to build and establish the process and procedurefor Identifying assessing quantifying minimizing mitigating and managing theassociated risk at early stage. Policy is aimed to develop an approach to make assessmentand management of the risks in financial operational and project based areas in timelymanner. The main objectives of the Risk Management Policy is inter-alia to ensure thatall the current and future material risk exposures of the Company are identifiedassessed quantified appropriately mitigated minimized and managed to protect the brandvalue through strategic control and operational policies and to enable compliance withappropriate regulations wherever applicable through the adoption of best practices. TheBoard of Directors of the Company assesses several type of risks which include BusinessEnvironment Risks Strategic Business Risks and Operational Risks etc. The Board ofDirectors periodically reviews and evaluates the risk management system of the Company sothat the management controls the risks through properly defined networks. Head of theDepartments are responsible for implementation of the risk management system as may beapplicable to their respective areas of functioning and report to

the Board and Audit Committee. No risks threatening the existence of the organizationhave been identified. However there are other risks against which adequate mitigationplans are prepared.

The Risk Management policy is available on the Company's website of the Companyathttp://investor.libertyshoes.com/doc/ Risk_Management_ Policy.

Whistle Blower Policy (Vigil Mechanism)

As per the provisions of Section 177 (9) & (10) of the Companies Act 2013 readwith Regulation 22 of Listing Regulations your Company has an effective mechanism ofreporting illegal or unethical behavior. The Company has a Whistle Blower Policy (vigilmechanism) wherein the directors employees consultants and contractors are free toreport violations of laws rules and regulations or unethical conducts actual orsuspected fraud or violation of the Company's code of conduct or ethics policy to thenodal officer. The mechanism followed is appropriately communicated within the Companyacross all levels and has been posted on the Notice Board of the Company. Theconfidentiality of those reporting violations etc. is maintained and they are notsubjected to any discriminatory practice. The concern can be reported by sending an e-mailmessage at the dedicated address viz. ethicscounsellors@libertyshoes.com. Individuals canalso raise their concerns directly to the CEO or the Chairman of the Audit Committee ofthe Company. Any allegation falling within the scope of the concerns are identifiedinvestigated and dealt with appropriately. The Audit Committee periodically reviews thefunctioning of this mechanism. The Vigil mechanism established in the Company providesadequate safeguards against victimization of director(s) or employee(s) or any otherperson who avail the mechanism. During the year no personnel of the Company was deniedaccess to the Audit Committee. The details of establishment of Vigil mechanism/ WhistleBlower Policy of the Company are available at the website of the Company viz.www.libertyshoes.com.

Non-applicability of Maintenance of Cost Records:

The Central Government has not prescribed the maintenance of cost records under Section148(1) of the Companies Act 2013 and Rules made there under with respect to the Company'snature of business.

Buy Back of Equity Shares:

Your Company has not undertaken any exercise to buy back its Equity Shares from theshareholders during the year under review.

Public Deposit(s):

The Company has not accepted/renewed any public deposits

and as such no amount on account of principal or interest on deposits from public wasoutstanding as on date of the balance sheet.

Board of Directors and Key Managerial Personnel: Retirement by rotation of theDirectors

Sh. Shammi Bansal & Sh. Adish Kumar Gupta Directors of the Company will beretiring by rotation at the 34th Annual General Meeting in pursuance of the provisions ofSection 152 of the Companies Act 2013 and being eligible have offered themselves for there-appointment at the 34th Annual General Meeting.

Appointment(s) and Cessation of office of Directors Appointment(s)/Re-appointment(s):

(I) The members at the 33rd Annual General Meeting held on 27th September 2019 have:

(a) Re-appointed Sh. Sunil Bansal as Executive Director for a period from 1st January2019 to 31st March 2021.

(b) Re-appointed Sh. Raghubar Dayal and Sh. Ramesh Chandra Palhan as IndependentDirectors of the Company for a second term of two consecutive years commencing from 29thSeptember 2019 to 28th September 2021.

(c) Appointed Sh. Aditya Khemka as Independent Director of the Company for a first termof five consecutive years commencing from 27th September 2019 to 26th September 2024.

(II) The Board of Directors of the Company in their meeting held on 12th November 2019have appointed Sh. Arvind Bali Kumar as Additional Director in the category of IndependentDirector and his candidature is also being proposed in ensuing Annual General Meeting forappointment as Independent Director of the Company for first term of five consecutiveyears commencing from 12th November 2019 to 11th November 2024 for the approval ofshareholders. Brief profile of above Director nature of his expertise in specificfunctional areas and names of Companies in which Sh. Arvind Bali Kumar holdsdirectorships/chairmanships of Board committees shareholding and relationships betweendirectors inter se as stipulated under Companies Act 2013 Listing Regulations andSecretarial Standards is provided in the Annexure A to the Notice.

Cessation of office of Director:

During the year under consideration Sh. Pushpinder Singh Grewal has expressed hisunwillingness to continue as

Independent Director of the Company due to his preoccupation and term of his Officecame to an end on 28th September 2019 as per the terms of his appointment.

Key Managerial Personnel

The following persons are the Key Managerial Personnel (KMPs) of the Company as per theprovisions of the Companies Act 2013-

Sh. Adesh Kumar Gupta - CEO & Executive Director
Sh. Shammi Bansal - Executive Director
Sh. Sunil Bansal - Executive Director
Sh. Adish Kumar Gupta - Executive Director
Sh. Ashok Kumar - Executive Director
Sh. Munish Kakra - CFO & Company Secretary

Committees of the Board

The Company's Board has constituted the following Committees:

1. Audit Committee

2. Management Committee

3. Stakeholders Relationship Committee

4. Nomination and Remuneration Committee

5. Corporate Social Responsibility Committee

The detail of terms of reference of the Committees Committee composition meetingsheld during the year and attendance at the meetings of the Committees are provided in theCorporate Governance Report.

Number of meetings of the board

Four meetings of the board were held during the year. The detail of the compositionboard meetings held during the year and attendance at the meetings are provided inCorporate Governance Report. The maximum time gap between two meetings did not exceed 120days.

Annual Evaluation of Directors and Board as a whole

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard is required to monitor and review the Board evaluation framework. In line with theCorporate Governance Guidelines the Annual Performance Evaluation is conducted for allmembers as well as the working of the Board and its Committees. This evaluation is withspecific focus on the performance and effective functioning of the Board after seekinginputs from all the directors on the basis of the criteria such as the Board compositionand structure effectiveness of board processes information and functioning etc. Theevaluation process also considers the time spent by each of the Board Members corecompetencies personal characteristics

accomplishment of specific responsibilities and expertise. In addition the Chairman isalso evaluated on the key aspects of his role. The Board evaluation is conducted throughquestionnaire having qualitative parameters and feedback based on ratings. The performanceof the committees was evaluated by the board after seeking inputs from the committeemembers on the basis of the criteria such as the composition of committees effectivenessof committee meetings etc.

The outcome of the Board evaluation for the financial year under consideration wasdiscussed by the Nomination and Remuneration Committee and Board at their respectivemeetings held on 4th February 2020 excluding the director being evaluated.

During the year under review the Company has complied with all the criteria ofEvaluation as evisaged in the SEBI Circular on "Guidance Note on BoardEvaluation". Based on the Performance Evaluation process and on the recommendation ofthe Nomination and Remuneration Committee your Board of Directors have considered theappointment of Sh. Arvind Bali Kumar as Independent Director of the Company for a firstterm of Five (5) consecutive years at the ensuing AGM for the approval of the Members byway of Ordinary resolution.

In lines with the provisions of the Companies Act 2013 and Listing Regulationsseparate meeting of the Independent Directors of the Company was held on 4th February2020 in the absence of non-independent directors and members of management inter alia toevaluate the performance of the nonIndependent Directors Board as a whole of the Companyits committees Chairman and to assess the quality quantity and timeliness of flow ofinformation between the Company management and the Board.

Attributes Qualifications & Independence of Directors and their appointment

The criteria for determining qualifications positive attributes and independence ofDirectors in terms of the Act and the Rules there under both in respect of IndependentDirectors and other Directors as applicable has earlier been approved by the Nominationand Remuneration Committee during the financial year 2015-16 (amended from time to time).The Policy of the Company also provides that Non-Independent Independent Directors bedrawn from amongst eminent professionals with experience in business/finance/law/publicadministration & enterprises. The Board Diversity Policy of the Company requires theBoard to have balance of skills experience and diversity of perspectives appropriate tothe Company. Directors are appointed/re-appointed with the approval of the Members for ashorter period say two to five years only. All Directors other than

Independent Directors are liable to retire by rotation and are eligible forre-election in terms of the provisions of Articles of Association. The IndependentDirectors of your Company have confirmed that they meet the criteria of independence asprescribed under section 149 of the Companies Act 2013 and Regulation 16 of ListingRegulations.

The Nomination and Remuneration Policy as approved by the Board of Directors of theCompany has been attached to this report and also accessible on the website of the Companyat www.libertyshoes.com

Material changes and commitments affecting financial position between end of thefinancial year and date of report

As per the provisions of Section 134(3) (1) of the Companies Act 2013 no materialchanges or commitments affecting the financial position have occurred between the end offinancial year of the Company to which the financial statements relates to the date of thereport.

Change in the nature of Business if any

There was no change in the nature of business of the Company during the year underreview.

Internal financial control systems and their adequacy

Liberty's internal financial controls are adequate and operate effectively and ensureorderly and efficient conduct of its business including adherence to its policiessafeguard its assets prevent and detect frauds and errors maintain accuracy andcompleteness of its accounting records and further enable it in timely preparation ofreliable financial information. During the year such controls were tested and noreportable material weakness in the design or operation was observed.

The Company has in place a strong and independent Internal Audit Department which isresponsible for assessing and improving the effectiveness of internal financial controland governance. To maintain its objectivity and independence the Internal Audit functionreports to the Chairman of the Audit Committee.

Declaration by Independent Directors

The Company has received necessary declarations from each independent director underSection 149(7) of the Companies Act 2013 that she/he meets the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013 and Regulation 16 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and Regulation 25(8)of the Listing Regulations and there is no change in the status of their independence andhave confirmed that they are not aware of any circumstances or

situation which exists or may be reasonably anticipated that could impair their abilityto discharge their duties. The Board of Directors of the Company also confirms that theIndependent Directors also meet the criteria of expertise experience integrity andproficiency in terms of Rule 8 of the Companies (Accounts) Rules 2014 (as amended) and onthe basis of declarations submitted by the Independent Directors with the Company theBoard of Directors is having positive outlook towards the integrity and expertise of theIndependent Directors.

The Independent Directors of the Company have undertaken requisite steps towards theinclusion of their names in the data bank of Independent Directors maintained with theIndian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6of the Companies (Appointment & Qualification of Directors) Rules 2014 and haveregistered themselves with the Independent Director's databank as required under the aboveprovisions. The Independent Directors are yet to appear for the online proficiencyself-assessment test and hence the opinion on the aforesaid would be provided in the nextyear's annual report.

Directors' Responsibility statement

Pursuant to Section 134 (3) (c) of the Companies Act 2013 your Directors based onthe representations received from the management confirm that:

I) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures from the same;

ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

vii) Based on the framework of internal financial controls and

compliance systems established and maintained by the Company work performed by theInternal Statutory and Secretarial Auditors and external consultants and the reviewsperformed by management and the relevant board committees including the audit committeethe board is of the opinion that the Company's internal financial controls were adequateand effective during the financial year 2019-20.

Audit Committee and their Recommendations/ Observations

Your Board has a duly constituted Audit Committee in terms of Section 177 of theCompanies Act 2013 read with the Rules framed there under and Regulation 18 of the SEBI(Listing Regulations and Disclosure Requirements) Regulations 2015. The term of referenceof the Audit Committee has been approved by the Board. The details pertaining tocomposition of Audit Committee no. of meetings held during the year under review briefterm of reference and other details have been included in the Corporate Governance Reportwhich forms part of this report. The recommendations/observations of the Audit Committeeplaced before the Board during the financial year ended 31st March 2020 in respect ofmatters pertaining to the financial management or any other matter related thereto wereconsidered and duly accepted by the Board of Directors of the Company.

Statutory Auditors and their Report

M/s U. Shanker & Associates Chartered Accountants New Delhi (Firm registrationNo. 014497N) were appointed as the Statutory Auditors of the Company at the Annual GeneralMeeting held on 24th August 2017 for a term of 5(five) consecutive years.

Auditors' Report:

Your Company's Directors have examined the Statutory Auditors' Report issued by M/s U.Shanker & Associates Chartered Accountants on the Annual Accounts of the Company forthe financial year ended 31st March 2020. There is no reservation qualification oradverse remark made by the Statutory Auditors in their Report and their clarificationswherever necessary have been included in the Notes to the Accounts section as mentionedelsewhere in this Annual Report. During the period under consideration no incident offrauds was reported by the Statutory Auditors pursuant to Section 143(12) of the CompaniesAct 2013.

Secretarial Auditors and their Report

Your Directors have appointed M/s JVS & Associates a Practicing CompanySecretaries in accordance with the provisions of Section 204 read with Section 179 of theCompanies Act 2013

and rule 8 of the Companies (Meetings of Board and its Powers) Rules 2014 for thefinancial year 2019-20 for conducting the Audit of secretarial records of the Company andissue their report.

The Secretarial Audit Report in respect of secretarial records of the Company for theFinancial Year ended March 31 2020 has been submitted by M/s JVS & Associates andtaken on record by the Board of Directors of the Company. The Report of the SecretarialAuditors in Form MR-3 for the financial Year ended 31st March 2020 is enclosed to thisReport. The Board members have examined the above said report and observed that there isno reservation qualification and adverse remark made by the Secretarial Auditors andwhile issuing the said report the Secretarial Auditors have given their comments on thecompliance which were duly complied with by the Company.

Internal Auditors and their Report

Your Directors in their meeting held on 25th May 2017 have appointed Sh. Rajesh GuptaChartered Accountant as internal Auditor of the Company in accordance with terms of theprovisions of Section 138 read with Section 179 of the Companies Act 2013 and rule 8 ofthe Companies (Meetings of Board and its Powers) Rules 2014 and rule 13 of the Companies(Accounts) Rules 2014 for the financial year 2017-18 onwards for conducting the InternalAudit of the books of accounts and reviewing and ensuring the Internal Control system ofthe Company and to issue their report.

The Internal Audit Report in respect of books of accounts and Internal Control systemof the Company for the Financial Year ended March 31 2020 has been submitted by Sh.Rajesh Gupta which has been duly considered and requisite actions were taken by AuditCommittee and reports thereon were also taken on record by the Board of Directors of theCompany. The Board members have examined the above said report and observed that there isno reservation qualification and adverse remark made by the Internal Auditors.

Particulars of Loans Advances Guarantees and Investments

The Company has not granted any loan guarantee or made any investments during the yearended 31st March 2020 under Section 186 of the Companies Act 2013 and Rules made thereunder. Pursuant to Section 186 (4) read with Rule 11 of the Companies (Meetings of Boardand its Powers) Rules 2014 and Schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") disclosure on particulars relating to Loans advances and investmentsare provided as part of the financial statements.

Significant and material orders

During the year under consideration there are no significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andCompany's operations in future.

Transactions with Related Parties

During the year 2019-20 all transactions entered by the Company with related partiesas defined under the Companies Act 2013 Rules made there under were in the OrdinaryCourse of Business and at Arm's Length basis. The Audit Committee granted omnibus approvalfor the transactions (which are repetitive in nature) and the same was reviewed by theAudit Committee and the Board of Directors on quarterly basis.

Your Company does not have a material unlisted subsidiary as defined under Regulation16 (1) (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

Your Directors shall formulate a Policy to determine Material Unlisted Subsidiary asand when the relevant provisions for the same are applicable on it in future.

There were no materially significant transactions with related parties during thefinancial year 2019-20 which were in conflict with interest of the Company. Since all therelated party transactions entered in to by your Company were in the ordinary course ofbusiness and also on an arm's length basis therefore details required to be provided inthe prescribed Form AOC-2 is not applicable to the Company. However the Company has beenundertaking transactions for last so many years in respect of payment of Royalty/Franchise fees to few of the related parties after obtaining the prior approval ofshareholders and Central Government under the provisions of erstwhile Companies Act 1956.All the related party transactions have been disclosed in the Notes to financialstatements as required under IND AS-24 of the Accounting Standard.

In line with the provisions of the Companies Act 2013 and the Listing Regulations theBoard had approved and adopted policies on Related Party Transactions which has beenuploaded on the Company's website www.libertyshoes.com under the "investor relationssection".

Particulars of Directors and Employees

The information required under Section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and subsequent amendments thereto is given in Annexure II and the same forms partof this report.

A statement containing the Information of top ten employees in terms of remunerationdrawn as provided under Section 197 (12) of the Companies Act 2013 read with rule 5 (2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andsubsequent amendments thereto is given in Annexure III and the same forms part of thisreport. During the financial year 2019-20 no employee whether employed for whole or partof the year was drawing remuneration exceeding the limits mentioned under Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and subsequent amendments thereto.

Extract of Annual Return

As provided under Section 92(3) of the Companies Act 2013 the extract of annualreturn is given in Annexure IV in the prescribed Form MGT-9 which forms part of thisreport. The Annual return for the financial year ended 31st March 2020 is available onthe website of the Company www.libertyshoes.com.

Corporate Social Responsibility (CSR)

Your Company has been involved in social initiatives for last three decades and engagedin various activities in the field of education primary healthcare communities ecologyand environment etc. It believes in long lasting impact towards creating a justequitable humane and sustainable society. In Liberty CSR initiatives were beingundertaken long before the provisions of the Companies Act 2013 and with theimplementation of new provisions of Section 135 of the Companies Act 2013 Liberty iscommitted to further strengthen its effort and activities by demonstrating care for thecommunity through its focus on education and development of skills health and wellnessincluding treatment for poor needy & uninsured people environment sustainabilityincluding promoting of green initiatives and Improvement of the living conditions ofinhabitants and support to disaster relief efforts etc. The various CSR initiativesundertaken by your Company during the year under consideration are as under:-

1. Promoting Education and Skill development

Liberty has identified schools and institutions around its Plant/Offices and madecontributions/sponsorships for providing education to children who can't afford it. It hassponsored quality education and healthcare providing of balanced nutrition to underprivileged children for their holistic development so that they can lead better life andcan contribute to the society as responsible citizens etc. In addition to this it hasprovided free of cost footwear to various school/institutions for distribution amongst thechildren/students who can't afford it.

2. Promotion of Sports

Liberty contributed to registered Sports Associations in

Karnal for providing training to youth athletes of Haryana for preparing them toparticipate in National Games and Olympics.

3. Contribution to approved relief funds

Liberty has provided contributions to the various approved relief funds set up byCentral and State Governments.

4. Contribution for development of Public Infrastructure

Liberty has identified and contributed for the development of various facilities andstructures which are available to the general public.

5. Environmental sustainability

Liberty is ensuring environmental sustainability through tree plantation conservationof natural resources and maintaining of quality of soil air and water in the placesaround its Plants/Offices.

6. Promotion of Preventive Healthcare and Eradicating of Poverty

During the period of COVID-19 pandemic the Company distributed free of cost Healthcareand Safety goods and foods to the poor and needy people.

7. Other CSR activities and initiatives:

Liberty has contributed for the promotion of religious activities by contributing totemples/Pooja/various registered Kalyankari Sabhas and societies and also contributed tothe Association incorporated with the objective of development of trade to which yourCompany belongs.

During the year under consideration the Company has complied with the provisions ofCompanies Act 2013 by making the required contribution on the activities as stated inSchedule VII of the Act. The Annual Report on Corporate Social Responsibility activitiesas required under Sections 134 and Section 135 of the Companies Act 2013 read with Rule 8of the Companies (Corporate Social Responsibility Policy) Rules 2014 and Rule 9 of theCompanies (Accounts) Rules 2014 is provided in Annexure V of this report. The policy isalso available on the website of the Company at www.libertyshoes.com.

Disclosure under the Sexual harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in Liberty's premises through various interventions andpractices. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment atworkplace. The policy aims at prevention of harassment of employees as well as contractorsand lays down the guidelines for identification reporting and prevention of sexualharassment. There is an Internal Complaints Committee which is responsible for redressalof complaints related to sexual harassment and follows the guidelines provided in thepolicy. The said Committee has its presence at corporate office as well as at plants.

During the year ended 31st March 2020 the Committee did not receive any complaintpertaining to sexual harassment.

Corporate Governance and Ethics

Your Company believes in adopting best practices of corporate governance. CorporateGovernance principles are enshrined in the spirit of Liberty which form the core valuesof Liberty. These guiding principles are also articulated through the Company's Code ofConduct Corporate Governance guidelines Charter of various Sub-Committees and disclosurepolicy.

As per regulation 34 of the Listing Regulations a separate section on corporategovernance practices followed by your Company together with a certificate from StatutoryAuditors M/s U. Shanker & Associates Chartered Accountants on compliance withcorporate governance norms under the Listing Regulations is given at page no. 72 to pageno. 73 of this Annual report.

Management Discussion and Analysis Report

In terms of Regulation 34 of the Listing Regulations the Management Discussion andAnalysis report on your Company's performance industry trends and other material changeswith respect to your Company wherever applicable are presented at page no. 76 to pageno. 80 of this Annual report. The Management Disclosure and Analysis Report provides aconsolidated prospective of economic social and environmental aspects material to ourstrategy and our ability to create and sustain value to our key stakeholders.

Conservation of Energy and Technology Absorption and Foreign Exchange Earnings andoutgo:

Information in accordance with the provisions of Section 134 (1) (m) of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 in relation to conservation of Energyand Technology Absorption and Foreign Exchange Earnings and Outgo is given in the"Annexure VI" which forms part of this report.

Compliance with Secretarial Standards:

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

Outstanding Share Capital and its Listing:

Your Company has outstanding Share Capital of '170400000/- (Previous Year'170400000/-) consisting of 17040000 (Previous Year 17040000) Equity Shares of'10/- each and these Equity Shares are presently listed and available for trading atNational Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE).

Acknowledgments and Appreciation:

Your Directors take this opportunity to place on record their sincere gratitude for theconsistent cooperation and support received from the shareholders Bankers ChannelPartners COVID WARRIORS Council for Footwear Leather & Accessories (CFLA) and theGovernment Authorities.

Your Directors also place on record their deep appreciation to the employees at alllevels for their hard work and dedication.

For and on behalf of the Board of Directors
Place: Gurugram Haryana Dated: Friday 31st July 2020 Adesh Kumar Gupta Chairman of the Meeting DIN: 00143192

ANNEXURE-I TO DIRECTORS' REPORT

NOMINATION AND REMUNERATION POLICY

OBJECTIVE AND GUIDING PRINCIPLES

The objective of Liberty Shoes Limited's (the Company) remuneration policy is to ensurethat:

v The level and composition of remuneration is reasonable to attract motivate andretain qualified and expert individuals that the Company needs in order to achieve itsstrategic and operational objectives;

v The relationship of remuneration to performance is clear and meets appropriateperformance benchmark; and

v the remuneration to Directors Key Managerial Personnel (KMP) and Senior ManagementPersonnel (SMP) and other employees wherever applicable involves a balance between fixedand incentive pay and also reflects the short and long term performance objectivesappropriate to the working of the Company and its goals.

v The Company has a compensation mix of fixed pay

benefits allowances perquisites performance linked incentives wherever applicableand retirement benefits for its Executive Directors KMP SMP and other Employees.

v The remuneration and payment of advances/loans to

the employees other than Directors/KMPs/SMPs.

THE NOMINATION AND REMUNERATION COMMITTEE

In terms of Section 178 of the Companies Act 2013 and rules made there under a listedCompany is required to constitute a Nomination & Remuneration Committee which isresponsible for formulating a policy related to the remuneration for the director keymanagerial personnel and other employees and recommend the same to the Board for theirapproval and making the necessary amendments to the above policy from time to time.

DEFINITIONS

v "Board" means Board of Directors of the Company. v "Company"means "Liberty Shoes Limited."

v "Employees' Stock Option" means the option given to the directors officersor employees of a Company or of its holding Company or subsidiary Company or Companies ifany which gives such directors officers or employees the benefit or right to purchaseor to subscribe for the shares of the Company at a future date at a pre determined price.

v "Independent Director" means a director referred to in Section 149 (6) ofthe Companies Act 2013.

v "Key Managerial Personnel" (KMP) means

(i) Chief Executive Officer or the Managing Director or the Manager

(ii) Company Secretary

(iii) Whole-time Director

(iv) Chief Financial Officer; and

(v) Such other officer as may be prescribed.

• "Nomination and Remuneration Committee" shall mean a Committee ofBoard of Directors of the Company constituted in accordance with the provisions ofSection 178 of the Companies Act 2013 and the Listing Agreement.

• "Policy or This Policy" means "Nomination and RemunerationPolicy."

• "Remuneration" means any money or its equivalent given or passed toany person for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961.

• "Senior Management Personnel" (SMP) means personnel of the Company whoare members of its core management team excluding Board of Directors. This would includeall members of management one level below the executive directors including all thefunctional heads.

• "Other Employees" means Employee of the Company other thanDirectors/KMP/SMP

INTERPRETATION

Terms that have not been defined in this Policy shall have the

same meaning assigned to them in the Companies Act 2013

Listing Agreement and/or any other SEBI Regulation(s) as

amended from time to time.

ROLE OF THE COMMITTEE

The role of the Committee inter alia will be the following:

a) To formulate a criteria for determining qualifications positive attributes andindependence of a Director.

b) Formulate criteria for evaluation of Independent Directors and the Board.

c) Identify persons who are qualified to become Directors and who may be appointed inSenior Management in accordance with the criteria laid down in this policy.

d) To carry out evaluation of every Director's/KMP's performance.

e) To recommend to the Board the appointment and removal of Directors and SeniorManagement.

f) To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel Senior Management Personnel and other Employees of the Company.

g) Ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks.

h) To devise a policy on Board diversity.

I) To carry out any other function as is mandated by the Board from time to time and/orenforced by any statutory notification amendment or modification as may be applicable.

j) To perform such other functions as may be necessary or appropriate for theperformance of its duties.

k) To define the Policy and criteria for payment of advances/ loans toDirectors/KMPs/SMPs/ other employees.

MEMBERSHIP

a. The Committee shall comprise at least three (3) Directors all of whom shall benon-executive Directors and at least half shall be Independent.

b. The Board shall reconstitute the Committee as and when required to comply with theprovisions of the Companies Act 2013 and applicable statutory requirement.

c. Minimum two (2) members shall constitute a quorum for the Committee meeting.

d. Membership of the Committee shall be disclosed in the Annual Report.

e. Term of the Committee shall be continued unless terminated by the Board ofDirectors.

CHAIRMAN

a) Chairman of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shallnot Chair the Committee.

c) In the absence of the Chairman the members of the Committee present at the meetingshall choose one amongst them to act as Chairman.

d) Chairman of the Nomination and Remuneration Committee could be present at the AnnualGeneral Meeting or may nominate some other member to answer the shareholders' queries.

FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular

intervals as may be required.

COMMITTEE MEMBERS' INTERESTS

a. A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a

meeting or when his or her performance is being evaluated.

b. The Committee may invite such executives as it considers appropriate to be presentat the meetings of the Committee.

VOTING

a) Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

b) In the case of equality of votes the Chairman of the meeting will have a castingvote.

Diversity

The Company recognizes and embraces the benefits of having a diverse Board and seesincreasing diversity at Board level as an essential element in maintaining a competitiveadvantage A truly diverse Board will include and make good use of differences in theskills regional and industry experience background race gender and other distinctionsamong Directors. The Committee will periodically review board diversity to bring inexpertise and experience in diverse areas and disciplines to improve the standards ofcorporate governance transparency operational efficiency and risk management. All Boardappointments are made on merit in the context of the skills experience independence andknowledge which the Board as a whole requires to be effective. The Committee will discusssuccession planning and board diversity at the time of nominating Directors.

It will be the Committee's endeavor to have Board members from diversebackgrounds/disciplines including the following:

v Corporate Finance and Accounting;

v Corporate laws and Legal;

v Engineering and Information Technology

v Business Strategy and Administration;

v And any other background/discipline as deemed necessary

by the Committee.

APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT PERSONNEL

Appointment criteria and qualifications:

• Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his/her appointment.

2. A person should possess adequate qualification expertise and experience for theposition he/she is

9c;

considered for appointment. The Committee has discretion to decide whetherqualification expertise and experience possessed by a person are sufficient/ satisfactoryfor the concerned position.

3. The Company shall not appoint or continue the employment of any person as ManagingDirector/Whole time Director/Manager who has attained the age of seventy years providedthat the term of the person holding this position may be extended beyond the age ofseventy years with the approval of shareholders by passing a special resolution based onthe explanatory statement annexed to the notice for such motion indicating thejustification for extension of appointment beyond seventy years

• Term/Tenure:

1. Managing Director/Whole-time Director/Manager (Managerial Person):

v The Company shall appoint or re-appoint any person as its Managerial Person for aterm not exceeding five years at a time. No re-appointment shall be made earlier than oneyear before the expiry of term.

2. Independent Director:

v An Independent Director shall hold office for a term up

to five consecutive years on the Board of the Company and will be eligible forre-appointment on passing of a special resolution by the Company for another term anddisclosure of such appointment shall be made in the Board's report.

v No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.

V At the time of appointment of Independent Director it should be ensured that numberof Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole time Director of a listed Company.

• Evaluation:

Committee shall carry out evaluation of performance

of every Director KMP and Senior Management at regular interval (yearly).

i. Removal:

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade there under or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior Management subject to the provisions and compliance of the said Act rules andregulations.

ii. Retirement:

The Director KMP and Senior Management shall retire as per the applicable provisionsof the Companies Act 2013 and the prevailing policy of the Company. The Board will havethe discretion to retain the Director KMP Senior Management in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON KMP AND SENIOR MANAGEMENT

iii. General:

1. The remuneration/compensation/commission etc. to Managerial Person KMP and SeniorManagement Personnel will be determined by the Committee and recommended to the Board forapproval. The remuneration/compensation/commission etc. shall be subject to the prior/postapproval of the shareholders of the Company wherever required.

2. The remuneration and commission to be paid to Managerial Person shall be as per thestatutory provisions of the Companies Act 2013 and the rules made there under and SEBILODR Regulations amended from time to time.

3. Increments to the existing remuneration/compensation structure may be recommended bythe Committee to the Board which should be within the slabs approved by the Shareholdersin the case of Managerial Person. Unless otherwise decided by the Board of Directors &Committee thereof Shareholders and other respective approving authority of the Companythe increments will be effective from the date of re-appointment in respect of ManagerialPerson and 1st April in respect of other KMP and Senior Management of the Company.

4. Where any insurance is taken by the Company on

behalf of its Managerial Person KMP and any other employees for indemnifying themagainst any liability the premium paid on such insurance shall not be treated as part ofthe remuneration payable to any such personnel. Provided that if such person is proved tobe guilty the premium paid on such insurance shall be treated as part of theremuneration.

iv. Remuneration to Managerial Person KMP and Senior

Management:

1. Fixed pay:

Managerial Person KMP and Senior Management shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee inaccordance with the statutory provisions of the Companies Act 2013 and the rules madethere under and SEBI LODR Regulations amended from time to time. The break-up of the payscale and quantum of perquisites including employer's contribution to PF pension schememedical expenses club fees etc. shall be decided and approved by the Board on therecommendation of the Committee and approved by the shareholders wherever required.

2. Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managerial Person in accordance with theprovisions of Schedule V of the Companies Act 2013.

3. Provisions for excess remuneration:

If any Managerial Person draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior approval of the shareholders where required he/she shallrefund such sums to the Company and until such sum is refunded hold it in trust for theCompany.

The Company shall not waive recovery of such sum refundable to it unless approved bythe shareholders.

v. Remuneration to Non-Executive/Independent Director:

1. Remuneration/Commission:

The remuneration/commission shall be in accordance with the statutory provisions of theCompanies Act 2013 and the rules made there under and SEBI LODR Regulations as amendedfrom time to time.

2. Sitting Fees:

The Non-Executive/Independent Director may receive

remuneration by way of fees for attending meetings of Board or Committee thereof.Provided that the amount of such fees shall not exceed the maximum amount as provided inthe Companies Act 2013 per meeting of the Board or Committee.

3. Limit of Remuneration/Commission:

The Non- Executive/Independent Director may receive remuneration by way of commissionor otherwise. Provided that the amount of such remuneration or commission as the case maybe shall not exceed the maximum amount as may be provided in the Companies Act 2013 andSEBI LODR Regulations amended from time to time.

4. Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

vi. REMUNERATION TO OTHER EMPLOYEES

The Remuneration including loans and advances to other employees will be decided as perthe discretion and approval by the respective HODs/Directors of the Company.

MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the saidmeeting or the Chairman of the next succeeding meeting. Minutes of the Committee meetingwill be tabled at the subsequent Board and Committee meeting.

DEVIATIONS FROM THIS POLICY

Deviations on elements of this policy in extraordinary circumstances when deemednecessary in the interests of the Company will be made if there are specific reasons todo so in an individual case.

For and on behalf of the Board of Directors

Adesh Kumar Gupta

Place: Gurugram Haryana Chairman of the Meeting

Dated: Friday 31st July 2020 DIN: 00143192

ANNEXURE-II TO DIRECTORS' REPORT

Particulars of employees

Information as per Section 197 of the Companies Act 2013 read with rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Executive Directors Ratio to median Remuneration
Sh. Adesh Kumar Gupta 35.00
Sh. Shammi Bansal 35.00
Sh. Sunil Bansal 35.00
Sh. Adish Kumar Gupta 35.00
Sh. Ashok Kumar 13.00

b) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer and Company Secretary in the financial year:

Directors Chief Financial Officer Chief Executive officer and Company Secretary % increase in remuneration in the Financial year (%)
Sh. Adesh Kumar Gupta CEO & Executive Director NIL
Sh. Shammi Bansal Executive Director NIL
Sh. Sunil Bansal Executive Director NIL
Sh. Adish Kumar Gupta Executive Director NIL
Sh. Ashok Kumar Executive Director NIL
Sh. Munish Kakra CFO & Company Secretary NIL

c) The percentage increase in the median remuneration of employees in the financialyear: 13%

d) The number of permanent employees on the rolls of the Company: 2070

e) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereany exceptional circumstances for increase in the managerial remuneration:

Average Percentage increase made in the salaries of employees other than the managerialpersonnel in the last financial year was 6% whereas the increase in the managerialremuneration was NIL. The average increase of remuneration every year is an outcome ofCompany's market competitiveness as against similar Companies.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company.

For and on behalf of the Board of Directors

Adesh Kumar Gupta

Chairman of the Meeting DIN: 00143192

Place: Gurugram Haryana Dated: Friday 31st July 2020

ANNEXURE- III TO DIRECTORS' REPORT

Information of top 10 Employees in terms of remuneration drawn as per Section 197 (12)of the Companies Act 2013 read with rule 5(2) of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014

S. Name No. Designation Remuneration (' in Lakh) Nature of Employment Whether Contractual or otherwise Qualification Experience (In Years) Date of Appointment Age Last employment Designation Employee is a relative of any director or manager of the Company and if so name of such director or manager
1. Sh. Adesh Kumar Gupta CEO & Executive Director 48.00 Permanent BSC Engg. (Mechanical) with Hons. 35 28th September 1990 60 NA NA
2. Sh. Adish Kumar Gupta Executive Director 48.00 Permanent Graduate 28 12th August 2011 56 NA NA
3. Sh. Shammi Bansal Executive Director 48.00 Permanent Graduate 33 28th September 1990 59 NA Brother of Sh. Sunil Bansal Executive Director of the Company
4. Sh. Sunil Bansal Executive Director 48.00 Permanent Graduate 33 28th November 1990 60 NA Brother of Sh. Shammi Bansal Executive Director of the Company
5. Sh. Ramesh Kumar Sadhu CEO - Retail 47.98 Permanent Graduate CA Inter 40 1st April 2004 65 Super House - Sr. Vice President NA
6. Sh. Munish Kakra CFO & Company Secretary 39.32 Permanent M com CS LLB 35 28th September 2001 56 NA NA
7. Sh. Raman Bansal Chief Operating Officer* 30.00 Permanent Graduate 31 1st April 2005 58 Head Sales & Distribution of Liberty Shoes Limited Brother of Sh. Sunil Bansal and Sh. Shammi Bansal Executive Directors of the Company
8. Sh. Vivek Bansal Head Production PVC & non Leather Division 30.00 Permanent Graduate 28 1 st April 2005 55 Partner Liberty Group Marketing Division and Liberty Enterprises Karnal Brother of Sh. Sunil Bansal and Sh. Shammi Bansal Executive Directors of the Company
9. Sh. Anupam Bansal Head Retail 30.00 Permanent Graduate & Diploma in Shoes Designing from Italy 23 1st April 2013 48 M.D. Liberty Retail Revolutions Ltd. New Delhi Brother of Sh. Sunil Bansal and Sh. Shammi Bansal Executive Directors of the Company
10. Sh. Ram Parkash Head -Information Technology 26.97 Permanent BCA 17 15th June 2009 45 Retail I.T Principal Consultant Birla Soft Noida NA

*Appointed as Chief Operating Officer w.e.f. 12th November 2019

For and on behalf of the Board of Directors

Adesh Kumar Gupta

Chairman of the Meeting DIN: 00143192

29

Place: Gurugram Haryana Dated: Friday 31st July 2020

Liberty Shoes Ltd.

ANNEXURE-IV TO DIRECTORS' REPORT

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31 2020 [Pursuant to Section 92 (3) of theCompanies Act 2013 and rule 12 (1) of the Companies (Management and Administration)Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN: L19201HR1986PLC033185
ii. Registration Date: September 3 1986
iii. Name of the Company: Liberty Shoes Limited
iv. Category/Sub Category of the Company: Company Limited by shares/Indian Non-Government Company
v. Address of the Registered office and contact details: Libertypuram 13th Milestone G.T. Karnal Road Kutail PO. Bastara Distt. Karnal-132114 Haryana
Tel.: (91)-1748-251101-03
Fax: (91)-1748-251100
E-mail: lpm@libertyshoes.com
Website: www.libertyshoes.com
vi. Whether listed Company: Yes
vii. Name Address and contact details of Registrar and Transfer Agent if any Link Intime India Pvt. Ltd. Noble Heights 1st Floor C-1 Block Near Savitri Market Janakpuri
New Delhi-110058
Tel.: (91)-11-41410592-94
Fax: (91)-11-41410591
E-mail: delhi@linktime.co.in
Website: www.linkintime.co.in
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10% or more of the total turnover of the Company shall be stated)
Sr. Name and Description of main No. products/services NIC Code of the Product/services % of total turnover of the Company
1 Manufacturing and Trading of Footwear and Fashion Accessories 1520 100.00

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name and Address of the No. Company CIN/GLN Holding/Subsidiary/ Associate % of shares held Applicable Section
1 Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

I. Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year i.e. 01.04.2019

No. of Shares held at the end of the year i.e. 31.03.2020

% change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
a. Individuals/Hindu Undivided Family 5548778 83360 5632138 33.05 5548778 83360 5632138 33.05 -
b. Central Government - - - - - - - - -
c. State Government(s) - - - - - - - - -
d. Bodies Corporate 4472517 - 4472517 26.25 4472517 - 4472517 26.25 -
e. Financial Institutions/ Banks - - - - - - - - -
f. Others - - - - - - - - -
Sub-Total (A) (1) 10021295 83360 10104655 59.30 10021295 83360 10104655 59.30 -
2 Foreign
a. Non-Resident Individuals - - - - - - - - -
b. Other Individuals - - - - - - - - -
c. Bodies Corporate - - - - - - - - -
d. Banks/ Financial Institutions - - - - - - - - -
e. Others - - - - - - - - -
Sub-Total (A) (2) - - - - - - - - -
Total Shareholding of Promoter and Promoter Group (A) 10021295 83360 10104655 59.30 10021295 83360 10104655 59.30 -
B. Public Shareholding
1 Institutions
a. Mutual Funds - - - - - - - - -
b. Financial Institutions/ Banks 16653 700 17353 0.10 22154 700 22854 0.13 0.03
c. Central Government - - - - - - - - -
d. State Government(s) - - - - - - - - -
e. Venture Capital Funds - - - - - - - - -
f. Insurance Companies - - - - - - - - -
g. Foreign Institutional Investors - - - - - - - - -
h. Foreign Venture Capital Investors - - - - - - - - -
i. Any Other (specify) Alternate Investment Fund 131745 - 131745 0.77 131745 - 131745 0.77 -
Sub-Total (B) (1) 148398 700 149098 0.87 153899 700 154599 0.91 0.03
2 Non-Institutions
a. Bodies Corporate 425982 2700 428682 2.52 446713 2700 449413 2.64 0.12
b. Individuals
i Individual Shareholders holding nominal share capital upto '1 Lakh 3435929 177658 3613587 21.21 3962205 170858 4133063 24.26 3.05
ii Individual Shareholders holding nominal share capital in excess of '1 Lakh 1274333 - 1274333 7.48 907017 - 907017 5.32 (2.16)
c. Any Other (specify) i. Trusts 300 300 300 300 -
ii. Foreign Companies - - - - - - - - -
iii. Clearing Members/Clearing Houses 148562 - 148562 0.87 100264 - 100264 0.59 (0.28)
iv. Hindu Undivided Families 872227 - 872227 5.12 926888 - 926888 5.44 0.32
v. Non-Resident Indians (Non Repat) 132662 200 132862 0.78 90284 200 90484 0.53 (0.25)
vi. Non-Resident Indians(Repat) 313113 - 313113 1.84 172917 - 172917 1.01 (0.82)
vii. Directors and their relatives 200 - 200 - 200 - 200 - -
viii. NBFCs registered with RBI 2381 - 2381 0.01 200 - 200 - -
Sub-Total (B) (2) 6605689 180558 6786247 39.83 6606988 173758 6780746 39.79 (0.03)
Total Public Shareholding (B) = (B)(1) + (B) (2) 6754087 181258 6935345 40.70 6760887 174458 6935345 40.70 -
Total (A) + (B) 16775382 264618 17040000 100.00 16782182 257818 17040000 100.00 -
C. Shares held by Custodians & against which Depository Receipts have been issued - -

-

-

-

-

-

- -
GRAND TOTAL (A) +(B)+( c) 16775382 264618 17040000 100.00 16782182 257818 17040000 100.00 -

ii. Shareholding of Promoters

Sr. Shareholder's Name No.

Shareholding at the beginning of the year 01.04.2019

Shareholding at the end of the year 31.03.2020

% change in the shareholding during the year

No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares
1 Sh. Adesh Kumar Gupta (Karta) 680000 3.99 - 680000 3.99 - -
2 Sh. Adish Kumar Gupta (Karta) 660000 3.87 - 660000 3.87 - -
3 Sh. Arpan Gupta Karta of Sh. Dinesh Kumar Gupta (HUF) 366012 2.15 - 366012 2.15 - -
4 Sh. Arpan Gupta 509250 2.99 - 509250 2.99 - -
5 Sh. Anupam Bansal 478640 2.81 - 478640 2.81 - -
6 Sh. Ayush Bansal 300000 1.76 - 300000 1.76 - -
7 Sh. Pulkit Bansal 300000 1.76 - 300000 1.76 - -
8 Sh. Ruchir Bansal 300000 1.76 - 300000 1.76 - -
9 Sh. Shammi Bansal 259640 1.52 - 259640 1.52 - -
10 Sh. Pranav Gupta 139564 0.82 - 139564 0.82 - -
11 Sh. Akshat Gupta 241660 1.42 - 241660 1.42 - -
12 Sh. Vivek Bansal 233640 1.37 - 233640 1.37 - -
13 Sh. Raman Bansal 232640 1.37 - 232640 1.37 - -
14 Sh. Sunil Bansal 232640 1.37 - 232640 1.37 - -
15 Sh. Adish Kumar Gupta 189360 1.11 - 189360 1.11 - -
16 Sh. Manan Bansal 150000 0.88 - 150000 0.88 - -
17 Sh. Vaibhav Bansal 150000 0.88 - 150000 0.88 - -
18 Sh. Adesh Kumar Gupta 95000 0.56 - 95000 0.56 - -
19 Smt. Rehti Devi 83360 0.49 - 83360 0.49 - -
20 Smt. Kamlawati 13600 0.08 - 13600 0.08 - -
21 Sh. Adarsh Gupta 11000 0.06 - 11000 0.06 - -
22 Sh. Anmol Gupta 6132 0.04 - 6132 0.04 - -
23 M/s GEOFIN INVESTMENTS PVT. LTD. 4472517 26.25 - 4472517 26.25 - -
Total 10104655 59.30 - 10104655 59.30 - -

iii. Change in Promoters' Shareholding (please specify if there is no change)

Sr. No Shareholder's Name

Shareholding at the beginning of the year 01.04.2019

Cumulative Shareholding during the year 31.03.2020

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
There is no change in Promoters' shareholding between 01.04.2019 to 31.03.2020

iv. Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sr. No Top Ten Shareholders

Shareholding at the beginning of the year 01.04.2019

Shareholding at the end of the year 31.03.2020

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 HARISH KUMAR GUPTA
At the beginning of the year 678816 3.984
Date wise increase(+)/decrease(-) with Date reasons during the year Reason :
24 May 2019 Buy 10000 0.059 688816 4.042
At the end of the year 688816 4.042
2 SACHIN GUPTA
At the beginning of the year 250000 1.467
Date wise increase(+)/decrease(-) with Date reasons du ring the year: Reason
At the end of the year 250000 1.467
3 EQ INDIA FUND
At the beginning of the year 131745 0.773
Date wise increase(+)/decrease(-) with Date reasons du ring the year Reason :
At the end of the year 131745 0.773
4 KANISHK GUPTA
At the beginning of the year 125000 0.734
Date wise increase(+)/decrease(-) with Date reasons during the year Reason :
17 May 2019 Buy 5000 0.029 130000 0.763
26 July 2019 Buy 10000 0.059 140000 0.822
9 Aug 2019 Buy 900 0.005 140900 0.827
30 Aug 2019 Buy 2100 0.012 143000 0.839
13 Sep 2019 Sale (2000) (0.012) 141000 0.827
08 Nov 2019 Sale (500) (0.003) 140500 0.825
15 Nov 2019 Sale (500) (0.003) 140000 0.822
06 Mar 2020 Sale (26000) (0.153) 114000 0.669
AT THE END OF THE YEAR 114000 0.669

5 SATISH KUMAR GUPTA

At the beginning of the year Date wise increase(+)/decrease(-) with reasons dur ing the year 345684: 2.029
Date Reason
05 Apr 2019 Sale (20000) (0.117) 325684 1.911
19 Apr 2019 Sale (13800) (0.081) 311884 1.830
26 Apr 2019 Sale (46242) (0.271) 265642 1.559
03 May 2019 Sale (27000) (0.158) 238642 1.400
17 May 2019 Sale (10000) (0.059) 228642 1.342
24 May 2019 Sale (2500) (0.015) 226142 1.327
31 May 2019 Sale (27000) (0.158) 199142 1.169
14 Jun 2019 Sale (10000) (0.059) 189142 1.110
21 Jun 2019 Sale (14122) (0.083) 175020 1.027
29 Jun 2019 Sale (7000) (0.041) 168020 0.986
12 Jul 2019 Sale (21062) (0.124) 146958 0.862
19 Jul 2019 Sale (14000) (0.082) 132958 0.780
02 Aug 2019 Sale (19900) (0.117) 113058 0.663
30 Aug 2019 Sale (3000) (0.018) 110058 0.646
20 Mar 2020 Buy CD CD co 0.002 110358 0.648
At the end of the year 110358 0.648
SHRI PARASRAM HOLDINGS PRIVATE LIMITED
At the beginning of the year 19425 0.114
Date wise increase(+)/decrease(-) with reasons during the year:
Date Reason
05 Apr 2019 Buy 11987 0.070 31412 0.184
12 Apr 2019 Sale (2627) (0.015) 28785 0.169
19 Apr 2019 Buy 1461 0.009 30246 0.178
26 Apr 2019 Buy 5662 0.033 35908 0.211
03 May 2019 Buy 9640 0.057 45548 0.267
10 May 2019 Buy 2640 0.015 48188 0.283
17 May 2019 Buy 8906 0.052 57094 0.335
24 May 2019 Sale (33564) (0.197) 23530 0.138
31 May 2019 Sale (195) (0.001) 23335 0.137
Sr. No Top Ten Shareholders

Shareholding at the beginning of the year 01.04.2019

Cumulative Shareholding during the year 31.03.2020

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
07 Jun 2019 Buy 942 0.006 24277 0.142
14 Jun 2019 Sale (815) (0.005) 23462 0.138
21 Jun 2019 Buy 6416 0.038 29878 0.175
29 Jun 2019 Sale (1682) (0.010) 28196 0.165
05 Jul 2019 Buy 2527 0.015 30723 0.180
12 Jul 2019 Buy 2281 0.013 33004 0.194
19 Jul 2019 Buy 469 0.003 33473 0.196
26 Jul 2019 Sale (5392) (0.032) 28081 0.165
02 Aug 2019 Sale (377) (0.002) 27704 0.163
09 Aug 2019 Buy 966 0.006 28670 0.168
16 Aug 2019 Buy 228 0.001 28898 0.170
23 Aug 2019 Sale (531) (0.003) 28367 0.166
30 Aug 2019 Sale (2733) (0.016) 25634 0.150
06 Sep 2019 Sale (1776) (0.010) 23858 0.140
13 Sep 2019 Buy 2916 0.017 26774 0.157
20 Sep 2019 Sale (7390) (0.043) 19384 0.114
27 Sep 2019 Sale (1728) (0.010) 17656 0.104
30 Sep 2019 Buy 1090 0.006 18746 0.110
04 Oct 2019 Buy 797 0.005 19543 0.115
11 Oct 2019 Buy 3392 0.020 22935 0.135
18 Oct 2019 Buy 3970 0.023 26905 0.158
25 Oct 2019 Sale (3277) (0.019) 23628 0.139
01 Nov 2019 Buy 590 0.003 24218 0.142
08 Nov 2019 Sale (7288) (0.043) 16930 0.099
15 Nov 2019 Buy 2564 0.015 19494 0.114
22 Nov 2019 Sale (2385) (0.014) 17109 0.100
29 Nov 2019 Sale (1159) (0.007) 15950 0.094
06 Dec 2019 Buy 1202 0.007 17152 0.101
13 Dec 2019 Sale (834) (0.005) 16318 0.096
20 Dec 2019 Sale (3748) (0.022) 12570 0.074
27 Dec 2019 Buy 248 0.001 12818 0.075
31 Dec 2019 Buy 2191 0.013 15009 0.088
03 Jan 2020 Sale (4593) (0.027) 10416 0.061
10 Jan 2020 Buy 5134 0.030 15550 0.091
17 Jan 2020 Sale (1252) (0.007) 14298 0.084
24 Jan 2020 Buy 659 0.004 14957 0.088
31 Jan 2020 Sale (489) (0.003) 14468 0.085
07 Feb 2020 Buy 2187 0.013 16655 0.098
14 Feb 2020 Buy 2254 0.013 18909 0.111
21 Feb 2020 Buy 160 0.001 19069 0.112
28 Feb 2020 Buy 5583 0.033 24652 0.145
06 Mar 2020 Buy 45949 0.270 70601 0.414
13 Mar 2020 Buy 24801 0.146 95402 0.560
20 Mar 2020 Buy 8786 0.052 104188 0.611
27 Mar 2020 Buy 6443 0.038 110631 0.649
31 Mar 2020 Sale (3694) (0.022) 106937 0.628
At the end of the year 106937 0.628
7 SRIKANTH DHULIPALA
At the beginning of the year 75000 0.440
Date wise increase(+)/decrease(-) with reasons during the year:
Date Reason
13 Sep 2019 Buy 25000 0.147 100000 0.587
08 Nov 2019 Buy 10000 0.059 110000 0.646
15 Nov 2019 Sale (10000) (0.059) 100000 0.587
27 Mar 2020 Buy 6542 0.038 106542 0.625
At the end of the year 106542 0.625
8 DHEERAJ GUPTA
At the beginning of the year 85240 0.500
Date wise increase(+)/decrease(-) with reasons during the year:
Date Reason
20 March 2020 Buy 10000 0.059 95240 0.559
At the end of the year 95240 0.559
Sr. No Top Ten Shareholders

Shareholding at the beginning of the year 01.04.2019

Cumulative Shareholding during the year 31.03.2020

No. of Shares

% of total shares of the Company

No. of Shares

% of total shares of the Company

9 AKARSH GUPTA
At the beginning of the year

111230

0.653

Date wise increase(+)/decrease(-) with reasons during the year:
Date Reason
05 Apr 2019 Sale

(9900)

(0.058)

101330

0.595

19 Apr 2019 Sale

(13701)

(0.080)

87629

0.514

03 May 2019 Sale

(19272)

(0.113)

68357

0.401

10 May 2019 Buy

500

0.003

68857

0.404

24 May 2019 Sale

(2500)

(0.015)

66357

0.389

31 May 2019 Sale

(12000)

(0.070)

54357

0.319

14 Jun2019 Sale

(3900)

(0.023)

50457

0.296

21 Jun 2019 Sale

(5000)

(0.029)

45457

0.267

29 Jun 2019 Sale

(4000)

(0.023)

41457

0.243

19 Jul 2019 Sale

(14085)

(0.083)

27372

0.161

09 Aug 2019 Sale

(2000)

(0.012)

25372

0.149

30 Aug 2019 Sale

(3050)

(0.018)

22322

0.131

18 Oct 2019 Sale

(7500)

(0.044)

14822

0.087

08 Nov 2019 Sale

(4822)

(0.028)

10000

0.059

06 Dec 2019 Sale

(4000)

(0.023)

6000

0.035

31 Jan 2020 Sale

(4000)

(0.023)

2000

0.012

At the end of the year

2000

0.012

10 ELSAMMA JOSEPH
At the beginning of the year

110000

0.646

Date wise increase(+)/decrease(-) with reasons during the year:
Date Reason
05 Apr 2019 Sale

(10000)

(0.059)

100000

0.587

12 Apr 2019 Sale

(50000)

(0.293)

(50000)

(0.293)

06 Jul 2019 Sale

(50000)

(0.293)

(50000)

(0.293)

AT THE END OF THE YEAR

-

-

v. Shareholding of Directors and Key Managerial Personnel:
Sr. Folio/Beneficiary No. Account no. Name of the Director/ Key Managerial Personnel Date

Reason

Shareholding at the beginning of the year 01.04.2019

Cumulative Shareholding during the year 31.03.2020

No. of Shares

% of total shares of the Company

No. of Shares % of total shares of the Company
1 IN30115127865430 Sh. Adesh Kumar Gupta CEO & Executive Director 01.04.2019

At the beginning of the year

95000

0.56

95000 0.56
31.03.2020

At the end of the year

95000 0.56
2 IN30154918000382 Sh. Shammi Bansal Executive Director 01.04.2019

At the beginning of the year

259640

1.52

259640 1.52
31.03.2020

At the end of the year

259640 1.52
3 IN30115128197297 Sh. Sunil Bansal Executive Director 01.04.2019

At the beginning of the year

232640

1.37

232640 1.37
31.03.2020

At the end of the year

232640 1.37
4 IN30115127865552 Sh. Adish Kumar Gupta Executive Director 01.04.2019

At the beginning of the year

189360

1.11

189360 1.11
31.03.2020

At the end of the year

189360 1.11
5 IN30131320186971 Sh. Ramesh Chandra Palhan* Independent Director 01.04.2019

At the beginning of the year

200

0.00

200 0.00
31.03.2020

At the end of the year

200 0.00

*Jointly with his wife V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i Principal Amount 10877.39 - - 10877.39
ii Interest due but not paid - - - -
iii Interest accrued but not due - - - -
Total (i+ii+iii) 10877.39 - - 10877.39
Change in indebtedness during the financial year
i Addition 1539.92 - - 1539.92
ii Reduction - - - -
Net Change 1539.92 - - 1539.92
Indebtedness at the beginning of the financial year
i Principal Amount 12417.31 - - 12417.31
ii Interest due but not paid - - - -
iii Interest accrued but not due - - - -
Total (i+ii+iii) 12417.31 - - 12417.31

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to ManagingDirector Whole-time Directors and/or Manager:

Sr. Particulars of Remuneration No.

Name of MD/WTD/Manager (' in Lakh)

Sh. Adesh Kumar Gupta Sh. Shammi Bansal Sh. Sunil Bansal Sh. Adish Kumar Gupta Sh. Ashok Kumar Total Amount
1 Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961 48.00 48.00 48.00 48.00 15.28 207.28
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 - - - - - -
(c ) Profits in lieu of salary under Section 17(3) of the Income Tax Act 1961
2 Stock Option - - - - - -
3 Sweat Equity - - - - - -
4 Commission- as % of profit - - - - - -
5 Others Allowances - - - - - -
Total(A) 48.00 48.00 48.00 48.00 15.28 207.28
Ceiling as per the Act (@10% of profits calculated under Section 198 of the Companies Act 2013) 155.07

B. Remuneration to other Directors

Sr. Particulars of Remuneration No. Fee for attending board/ committee meetings

Commission

Others please specify

Total Amount
1 Independent Directors
Sh. Raghubar Dayal 2.00

-

-

2.00
Sh. Ramesh Chandra Palhan 2.00

-

-

2.00
Sh. Pushpinder Singh Grewal 0.25

-

-

0.25
Sh. Aditya Khemka 0.25

-

-

0.25
Smt. Lovelena Mody 0.50

-

-

0.50
Total(1) 5.00

-

-

5.00
2 Other Non-Executive Directors -

-

-

-
Total (2) -

-

-

-
Total (B)= (1+2) 5.00

-

-

5.00
Total Managerial Remuneration (B) 5.00

-

-

5.00
Ceiling as per the Act (@1% of profits calculated under Section 198 of the Companies Act 2013) 15.50
C. Remuneration to Key Managerial Personnel (KMP) other than MD/Manager/WTD

(' in Lakh)

Sr Particulars of Remuneration

Name of KMP

Total Amount

No.

Sh. Munish Kakra CFO & Company Secretary

1 Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act 1961

39.32

39.32

(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961

-

-

(c ) Profits in lieu of salary under Section 17(3) of the Income Tax Act 1961

-

-

2 Stock Option

-

-

3 Sweat Equity

-

-

4 Commission - as % of profit

-

-

5 Others Allowances

-

-

Total

39.32

39.32

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENSES:

There were no penalties punishment or compounding of offences during the year endedMarch 312020

For and on behalf of the Board of Directors

Adesh Kumar Gupta

Chairman of the Meeting DIN: 00143192

Place: Gurugram Haryana Dated: Friday 31st July 2020