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Libord Finance Ltd.

BSE: 511593 Sector: Financials
NSE: N.A. ISIN Code: INE212B01011
BSE 14:06 | 26 May 8.05 0.28
(3.60%)
OPEN

7.40

HIGH

8.14

LOW

7.39

NSE 05:30 | 01 Jan Libord Finance Ltd
OPEN 7.40
PREVIOUS CLOSE 7.77
VOLUME 3821
52-Week high 11.01
52-Week low 3.55
P/E 161.00
Mkt Cap.(Rs cr) 13
Buy Price 7.88
Buy Qty 20.00
Sell Price 8.05
Sell Qty 192.00
OPEN 7.40
CLOSE 7.77
VOLUME 3821
52-Week high 11.01
52-Week low 3.55
P/E 161.00
Mkt Cap.(Rs cr) 13
Buy Price 7.88
Buy Qty 20.00
Sell Price 8.05
Sell Qty 192.00

Libord Finance Ltd. (LIBORDFINANCE) - Director Report

Company director report

To

The Members

Libord Finance Limited

Your Directors have pleasure in presenting the 27th Annual Report along withthe Audited Accounts of the Company for the year ended March 31 2021.

1. FINANCIAL PERFORMANCE

A summary of the standalone & consolidated financial performance of your Companyfor the financial year ended March 31 2021 is as under:

(Rs. in Lakhs)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Total Income 68.69 153.44 68.69 153.44
Profit before Finance Cost & Depreciation 33.53 58.62 33.53 58.62
Finance Cost 3.14 3.24 3.14 3.24
Depreciation amortisation and impairment 19.02 21.57 19.02 21.57
Profit before Taxes 11.37 33.81 11.37 33.81
Current tax 2.63 7.75 2.63 7.75
Tax effect of earlier year (0.54) 0.38 (0.54) 0.38
Deferred Tax 0.15 (0.71) 0.15 (0.71)
Profit after Taxation (PAT) 9.13 26.39 9.13 26.39
Gain/(Loss) on of equity instrument measured at Fair Value through OCI 14.60 (7.27) 14.60 (7.27)
Share of Profit of Associate Companies - - 103.62 (314.85)
Profit/(Loss) for the year transferred to the Profit & Loss Account under Retained Earnings 9.13 26.39 112.75 (288.46)
Total Comprehensive Income 23.73 19.12 127.35 (295.73)

2. REVIEW OF OPERATIONS

(a) Standalone Results

The total income on standalone basis during the year was Rs.68.69 lakhs (Previous Year- Rs. 153.44 lakhs). The Company's turnover has decreased by about 55.23% on standalonebasis due to decrease in consultancy income in this financial year. The gross profitsbefore taxes have decreased from Rs. 33.81 lakhs to Rs. 11.37 lakhs due to decrease inscale of operations.

(b) Consolidated Results

This fiscal your Company has achieved a turnover of Rs.68.69 lakhs (Previous Year Rs.153.44 lakhs on consolidation basis. The net profit after tax was Rs. 112.75 lakhs(Previous Year net loss of Rs. 288.46 lakhs) on consolidation basis.

3. OUTLOOK & PROSPECTS

The year 2020 was adversely affected with the onslaught of COVID-19 which brought asignificant transformation in the global economic order. The resultant lockdown disruptedsupply chains and dampened the level of economic activity in most nations in the world.The year was stressful and volatile for the global economy as the gross domestic product(GDP) plunged to record lows across economies. After a sharp decline of 23% in the GDP inthe first quarter (April-June of the FY2020-21) the Indian economy has been showingdecisive and strong signs of recovery. Several measures taken by the Government and theReserve Bank of India have helped the economy remain resilient and striving. Particularlysuspension of the fresh IBC proceedings the breakthrough in the vaccine roll-out lowinterest rates special relief for NBFCs and MSME sector return of consumer confidenceand measures attracting investment have put the economy in a better position to sailthrough the crisis emanating from the covid19 pandemic. With the prospects of robustgrowth gaining grounds in consumption and investment and a lower base effect GDP isestimated to grow at 11% in FY 2022 (Source: Economic Survey 2020 21). However a secondwave of coronavirus infections has again posed severe challenges Indian economy. Severalstates have resorted to reimposition of lockdown measures which may curb economic activityand dampen market and consumer sentiment. However the Government is responding to theneed for enhanced health infrastructure on the war footing and has opened up the vaccineaccess to all above the age of eighteen years. Also the lockdown in this second wave ofCOVID-19 is not nation-wide and is rather focused on curbs on movement across severelyaffected states and micro containment zones therein.

The financial services industry is allowed to function with selective curbs on thenumber of staff attending the office physically on any working day and with socialdistancing and other precautionary safety measures. The second wave of covid 19 pandemicmay slow the near-term economic recovery but Indian economy's is not completely shut downand is projected to achieve positive growth rate in the current fiscal. In last few yearsIndia has emerged as the fastest growing major economy in the world and is one of the topfive economic powers. The initiatives and measures taken to deal with challenges posed bythe pandemic will have a positive impact on Indian economy in the long run. For instanceexpansion and strengthening of the medical infrastructure will improve the quality of lifefor many Indians a majority of whom are members of the work force.

The digitalization drive will change the way Indian businesses work. The work from homearrangements may improve the female participation in productive activities. Manybrokerages and rating agencies have predicted a positive outlook for the Indian economy.The International Monetary Fund (IMF) has predicted that India's GDP growth rate would beat 12.5 per cent in 2021. (April 2021). Though it may reconsider scaling down itsprojections in view of the recent insurgence of second wave of covid19 in India on thelines with some other rating agencies which have scaled down India's growth rateprojections from what they projected earlier. Moody's for instance has cut its projectedgrowth rate from 13.7 percent projected in February 2021 to 9.3 percent in May 2021 forthe current fiscal. However given the severity of the situation in contemporary times a9.3 per cent growth rate projection seems to be indicative of improved resilience topandemic related shocks.

Further the Index of Industrial Production indicates an increase by 22.4 percent inMarch in comparison to a year before. The Consumer Price Index for the month of Aprilshows a deceleration in retail inflation. Moreover the economy may perform better thanthe last year as the lock down in this year is not at macro level. Rather the focus ismore on micro containment zones and increasing the pace and coverage of vaccination. In anutshell the outlook for Indian economy in general and the financial services industry inparticular appears to be positive in the current fiscal.

4. SHARE CAPITAL

During the year there was no change in the share capital during the year under review.The Company has not issued shares with differential voting rights nor granted stockoptions nor sweat equity.

5. DIVIDEND

In order to conserve the resources of the Company your directors do not recommend anydividend for the current year. A sum of Rs. 9.13 lakhs have been transferred to the Profit& Loss account under Reserves & Surplus.

6. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

7. MAINTENANCE OF COST RECORDS

The Maintenance of Cost Records pursuant to Section 148(1) of the Companies Act 2013is not required by the Company and accordingly such accounts and records are not made andmaintained by the Company.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size and nature ofits operations. During the year controls were tested and no material weakness in designand operation were observed. These have been designed to provide reasonable assurance withregard to recording and providing reliable financial and operational informationcomplying with applicable statutes safeguarding assets from unauthorized use executingtransactions with proper authorization and ensuring compliance of corporate policies.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 Mr. Nawal Agrawal (DIN01753155) Director of the Company will be retiring by rotation at the ensuing AnnualGeneral Meeting and is eligible for re-appointment. During the year the Board ofDirectors has re-appointed Dr. (Mrs.) Vandna Dangi (DIN 00886496) as Managing Director(KMP) of the Company for a period of three years with effect from March 10 2021 to March9 2024 subject to approval by the Members in the ensuing Annual General Meeting. TheBoard of Directors recommend her re-appointment. Further Mr. Nawal Agrawal (DIN 01753155)has been re-appointed as a Chief Financial Officer of the Company for a period of threeyears from March 10 2021 to March 9 2024.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year there were 4 (four) meetings of the Board of Directors held on June29 2020 August 10 2020 November 11 2020 and January 21 2021. The intervening gapbetween the meetings was within the period prescribed under the Act and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and as per the Circulars issuedby the Ministry of Corporate Affairs and SEBI. Details about the Board meetings andcommittee meetings are given in the report on Corporate Governance which forms part ofthis Report.

11. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have given their respective declarations that they meet thecriteria of independence as specified under Section 149 (6 and 7) of the Act the Rulesmade thereunder and the Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

12. REMUNERATION POLICY

Based on the recommendation of the Nomination & Remuneration Committee the Boardof Directors have approved and adopted a Remuneration policy for Directors Key ManagerialPersonnel and other employees of the Company under Section 178 (3) of the Companies Act2013. The remuneration policy has been disclosed on the website of the Company www.libord.com at the link https://libord.com/Finance/InvestorRelations.aspx?Inv_Rel_Id=91.

13. CODE OF CONDUCT

The Code of Conduct for the Board of Directors and the senior management has beenadopted by the Company. The Code of Conduct has been disclosed on the website of theCompany at https://libord.com/Finance/InvestorRelations.aspx?Inv_Rel_Id=28.

14. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Report on Corporate Governance for the financial year ended March 31 2021 along withthe certificate from the Auditors of the Company confirming the compliance withregulations of corporate governance and Management Discussion Analysis under the ListingRegulations forms part of this Report.

15. MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of Regulation 17(8) of the Listing Regulations the certificate as prescribedin Part B of Schedule II of the said Regulations has been obtained from Dr. Vandna DangiManaging Director and Mr. Nawal Agrawal Chief Financial Officer for the financial year2020-21 with regard to the financial statements and other matters. The said certificateforms part of the report on Corporate Governance.

16. BOARD COMMITTEES

The Company is not required to constitute the Risk Management Committee pursuant to theprovisions of Regulation 21 of Listing Regulations. Details of the following Committeesconstituted by the Board along with their composition terms of reference and meetingsheld during the year are provided in the Report on Corporate Governance which forms partof this

Report:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee.

17. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES

M/s. Libord Brokerage Private Limited (LBPL) is an Associate Company of the Company.Your Company has 39.96% of the equity holding in LBPL. LBPL is registered as a stockbroker under the SEBI Act and is a member of the BSE NSE MCX and CDSL. The Company isalso a member of AMFI Comris and CCRL-RP. The net profit after tax of LBPL is Rs 256.56lakhs for the year ended March 31 2021. A non-controlling interest of Rs. 102.52 lakhshas been considered in consolidation. M/s. Libord Advisors Private Limited (LAPL) is anAssociate Company of the Company. Your Company has 46.29% of the equity holding in LAPL.LAPL is a SEBI registered Category 1 Merchant Banker. The net profit after tax of LAPL isRs. 2.38 lakhs for the year ended as at March 31 2021. A non-controlling interest of Rs.1.10 lakhs has been considered in consolidation. (Refer Annexure II for Form AOC-1)

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to report to the Management instancesof unethical behaviour actual or suspected fraud or violation of the Company's code ofconduct or ethics policy. Under this policy the employees can approach the Company'sCompliance Officer and/or Chairman of the Audit Committee. Whistle Blower Policy ensuresthat strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination be meted out to any person for a genuinely raised concern. The WhistleBlower Policy of the Company is also posted on the website of the Company www.libord.com.Details of Vigil Mechanism/Whistle Blower Policy are also included in the report onCorporate Governance. During the financial year 2020-21 no cases under this mechanismwere reported to the Company and/or to any of its associates.

19. PREVENTION OF INSIDER TRADING

The Company has adopted a code of conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The "Code of Fair Disclosure Internal Procedures and Conduct forRegulating Monitoring and Reporting of Trading by Insiders" has been adopted and hasbeen disclosed on the website of the Company at www.libord.com. The Code requirespre-clearance for dealing in the Company's shares and prohibits the purchase or sale ofCompany shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen the Trading Window is closed.

20. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 are not presently applicableto the Company.

21. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3c) & (5) of the Companies Act2013 with respect to Directors' Responsibility Statement it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended March 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review.

(iii) That the Directors have taken proper and sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended March31 2021 on a going concern basis.

(v) That the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

22. BUSINESS RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act 2013 the Company has undertakensuitable measures for the development and implementation of a risk management policy forthe Company including identification of elements of risk if any which in the opinion ofthe Board may threaten the existence of the Company. At present the Company has notidentified any element of risk which may threaten the existence of the Company.

23. PARTICULARS OF MATERIAL ORDERS

During the year under review neither any Regulator nor any Court or Tribunal haspassed any significant and material order impacting the going concern status and theCompany's operations in the future.

24. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report.

25. BOARD EVALUATION

The performance of Board of Directors and the Committees constituted by the Board andthe individual Directors have been evaluated during the Financial Year ended March 312021.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts or arrangements with related parties which are not at arms'length during the year. Hence Form AOC-2 pursuant to the provisions of Section 134(3)(h)of the Companies Act 2013 and rule 8(2) of the Companies (Accounts) Rules 2014 is notapplicable and does not form part of this report accordingly.

27. PURCHASE OF SHARES OF THE COMPANY

The Company does not give any loan guarantee or security or any financial assistanceto the employees of the Company for the purpose of purchase or subscription for any sharesof the Company pursuant to Section 67 (2) of the Companies Act 2013.

28. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 theAnnual Return of the Company shall be uploaded on the website of the Company atwww.libord.com.

29. AUDIT COMMITTEE

a) Terms of Reference

To oversee inter alia the Company's financial reporting process and disclosure of itsfinancial information to recommend the appointment of Statutory Auditors and fixation ofthe audit fees to review and discuss with the Auditors about internal control systemsscope of audit including observations of the auditors on adequacy of internal controlsystems major accounting policies & practices adopting accounting standards andcomplying various requirements concerning financial statements if any to review theCompany's quarterly half yearly and annual financial statements before submission to theBoard of Directors.

b) Composition of Audit Committee

The Audit Committee comprises of three directors with Independent Directors forming themajority. Mr. Radhey Shyam Soni Independent Director is the Chairman of the AuditCommittee. Mr. Raghvendra Raj Mehta Independent Director and Mr. Lalit Kumar DangiNon-Executive/ Non-Independent Director are the other two members of the Audit Committee.The members possess adequate knowledge of accounts audit and finance among others. Thecomposition of the Audit Committee meets the requirement as per Section 177 of theCompanies Act 2013 and the Listing Regulations. There are no recommendations of the AuditCommittee which have not been accepted by the Board. During the year four Audit Committeemeetings were held on 29.06.2020 10.08.2020 11.11.2020 and 21.01.2021.

30. SECRETARIAL AUDIT REPORT

M/s Kamlesh Jain & Associates Company Secretaries were appointed as SecretarialAuditors to conduct the Secretarial Audit of the Company for the financial year 2020-21.Pursuant to Section 204 (1) of the Companies Act 2013 the Secretarial Audit Reportsubmitted by the Secretarial Auditors for the year ended March 31 2021 is annexed to theAnnual Report and forms part of the Annual Report (Annexure - I). The observations made inthe Auditor's Report read together with relevant notes thereon are self-explanatory andhence do not call for any further comments under Section 134 (3) of the Companies Act2013.

31. STATUTORY AUDITORS

At 25th Annual General Meeting (AGM) the members have appointed M/s MehtaSinghvi & Associates Chartered Accountants Mumbai (FRN: 122217W) as StatutoryAuditors of the Company for period of five years to hold office till the 30thAnnual General meeting of the Company. The Auditor's Report to the shareholders for theyear under review does not contain any qualification.

32. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT

The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013. The details of the investments made by Company isgiven in the notes to the financial statements.

33. STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's Equity Shares are listed at BSE Ltd. Mumbai. The Listing Fee for theyear under review has been paid to the BSE Ltd timely.

34. PERSONNEL

The information required to be disclosed in the Directors' Report pursuant to Section197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rule 2014 is set out as an Annexure to the Report(Annexure-III).

35. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

S.N. Particulars For the year ended March 31 2021 For the year ended March 31 2020
(A) Conservation of Energy Not Applicable Not Applicable
(B) Technology Absorption Not Applicable Not Applicable
(C) Foreign Exchange Earnings and Outgo NIL NIL

36. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the valuable contribution made bythe staff members of the Company and their appreciation for the active support given byBanks Investors Shareholders Employees and Clients.

Place : Mumbai By the Order of the Board
Date : August 5 2021
Registered Office:
104 M. K. Bhavan Dr. (Mrs.) Vandna Dangi Nawal Agrawal
300 Shahid Bhagat Singh Road Managing Director Chief Financial Officer and Director
Fort Mumbai- 400 001 DIN: 00886496 DIN: 01753155

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