Libord Securities Limited
Your Directors have pleasure in presenting the 25th Annual Report along with theAudited Accounts of the Company for the year ended 31st March 2019.
1. FINANCIAL PERFORMANCE
A summary of the financial performance of your Company for the financial year ended31.3.2019 is as under:
|Particulars ||Standalone || |
| ||2018-19 ||2017-18 |
|Income from Operations (net) ||44.07 ||57.41 |
|Profit before Interest & Depreciation ||10.85 ||30.20 |
|Financial Cost ||0.01 ||- |
|Depreciation ||1.56 ||0.81 |
|Profit Before Taxes ||9.28 ||29.39 |
|Deferred Tax ||(0.07) ||0.05 |
|Provision for Taxation ||2.50 ||7.75 |
|Short/Excess Provision Written Back ||(0.04) ||0.18 |
|Profit after Taxation (PAT) ||6.89 ||21.41 |
|Profit transferred to the Profit & Loss Account under Reserves & Surplus ||6.89 ||21.41 |
2. REVIEW OF OPERATIONS
The income from operations during the year was Rs. 44.07 lakhs (Previous Year Rs. 57.41lakhs). The Company's turnover has decreased by about 23.24% largely due to decrease inconsultancy income. The gross profits before tax have decreased from Rs. 29.39 lakhs toRs. 9.28 lakhs due to decrease in the level of operations.
3. OUTLOOK & PROSPECTS
Global economic activity has been losing pace after a somewhat improved performance inthe first quarter of the year 2019 reflecting further slowdown in trade and manufacturingactivity including many emerging market economies (EMEs). During the year we have seenincreased volatility in crude oil prices weakening global demand and geo-politicalconcerns. Inflation remains below target in several economies though it has shown anuptick since March. Financial markets were largely impacted by uncertainties surroundingUS-China trade negotiations and Brexit. Equity markets in most EMEs also are reported tohave lost steam due to the waning risk appetite on rising geo-political uncertainties andweakening global trade prospects.
On the domestic front the GDP growth for 2018-19 has been estimated at 6.8 per centyear-on-year basis as per data released by the National Statistical Office (NSO) marked bya downward revision in private final consumption expenditure (PFCE) and moderation inexports. However the overall slowdown in growth was cushioned by a large increase ingovernment final consumption expenditure (GFCE). Growth in eight core industriesdecelerated sharply in April pulled down largely by coal crude oil fertilisers andcement. High frequency indicators suggest moderation in activity in the service sector.The PMI services index moderated to 50.2 in May on subdued growth of new businesses.
The Reserve Bank of India has revised the estimates for the GDP growth for 2019-20downwards from 7.2 per cent in the April policy to 7.0 per cent in the bi-monthly monetarypolicy resolution of June 2019 and has observed that domestic investment activity hasweakened and overall demand has been weighed down partly by slowing exports. Weak globaldemand due to escalation in trade wars may further impact India's exports and investmentactivity. Further private consumption especially in rural areas has weakened in recentmonths. However on the positive side credit flows from banks to large industriesstrengthened. Based on early results of the Reserve Bank's order books inventory andcapacity utilisation survey (OBICUS) capacity utilisation (CU) in the manufacturingsector improved to 77 per cent in last quarter of the year. Further political stabilityhigh capacity utilisation the uptick in business expectations in the second quarter ofthe current year and higher financial flows to the commercial sector augur well forinvestment activity. Your Company sees improved prospects for growth opportunities in thecurrent fiscal.
4. SHARE CAPITAL
There was no change in the Authorised share capital of the Company during the yearunder review. The paid-up Equity Share capital remained at Rs. 500 lakhs comprising of 50lakh Equity shares of Rs. 10/- each as on March 312019. The Company has not issued shareswith differential voting rights nor granted stock options nor sweat equity.
Your Directors do not recommend any dividend for the current year under review in orderto conserve resources. A sum of Rs. 6.89 lakhs has been transferred to the Profit &Loss Account under Reserves & Surplus.
6. FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
7. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size and nature ofits operations. During the year controls were tested and no material weakness in designand operation were observed. These have been designed to provide reasonable assurance withregard to recording and providing reliable financial and operational informationcomplying with applicable statutes safeguarding assets from unauthorised use executingtransactions with proper authorisation and ensuring compliance of corporate policies.
8. DIRECTORS & KEY MANAGERIAL PERSONNEL
There was no change in the composition of the Board of Directors of the Company duringthe year. In accordance with the provisions of the Companies Act 2013 Mr. Nawal Agrawal(DIN 01753155) Director of the Company will be retiring by rotation at this AnnualGeneral Meeting and is eligible for re-appointment. Dr. (Mrs.) Vandna Dangi (DIN 0886496)Director of the Company will be retiring by rotation at this Annual General Meeting andis eligible for re-appointment.
9. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
As per The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 effective from 1st December 2015 the compliance with thecorporate governance provisions as specified in regulations 17 18 19 20 2122 23 2425 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D andE of Schedule V are not mandatorily required to be complied by a Company whose paid-upshare capital does not exceed Rs. 10 crores and net worth does not exceed Rs. 25 crores asat the last day of the previous Financial Year.
Considering that the Company's paid-up equity share capital was less than Rs. 10.00Crore and the Net Worth was less than Rs. 25 Crore as at 31.3.2018 compliance with theprovisions mentioned aforesaid are not mandatory for the Company.
10. NUMBER OF THE MEETINGS OF THE BOARD OF DIRECTORS
During the year there were five (5) Board Meetings held on 29.05.2018 7.08.201829.10.2018 13.02.2019 and 25.02.2019. The intervening gap between the meetings was withinthe period prescribed under the Companies Act 2013.
11. DECLARATION GIVEN BY INDEPENDENT DIRECTORS
As per the requirement of Section 149 (7) of the Companies Act 2013 the IndependentDirectors have given their respective declarations that they meet the criteria ofindependence as specified under Section 149 (6) of the Act.
12. REMUNERATION POLICY
Based on the recommendation of the Nomination & Remuneration Committee the Boardof Directors have approved and adopted a Remuneration policy for Directors Key ManagerialPersonnel and other employees of the Company under section 178 (3) of the Companies Act2013. The remuneration policy is displayed on the website of the Companyhttp://libord.com/ Securities/InvestorRelations.aspx?Inv_Rel_Id=92.
13. CODE OF CONDUCT
The Code of Conduct for the Board of Directors and the Senior Management has beenadopted by the Company. The Code of Conduct has been disclosed on the website of thecompany at www.libord.com.
14. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES
The Company does not have any Subsidiary Company or Associate Company as defined underthe provisions of the Companies Act 2013. Hence Statement of Salient Features of theFinancial Statement of Subsidiaries & Associate Companies pursuant to first proviso tosub-section (3) of Section 129 of the Companies Act 2013 read with rule 5 of theCompanies (Accounts) Rules 2014 (AOC1) is not applicable and does not form part of thisreport.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to report to the Management instancesof unethical behavior 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 posted on the website of the Company.
16. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Code of Fair DisclosureInternal Procedures and Conduct for Regulating Monitoring and Reporting of Trading byInsiders has been adopted and has been disclosed on the website of the Company atwww.libord.com.
17. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The provisions of Section 135 of the Companies Act 2013 are not presently applicableto the Company.
18. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3c) & (5) of the Companies Act2013 with respect to Directors' Responsibility Statement it is hereby confirmed:
(i) That in the preparation of the accounts for the financial year ended 31st March2019 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 31stMarch 2019 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.
19. BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act 2013 the Company has undertakensuitable measures for the development and implementation of a risk management policy forthe Company including identification of elements of risk if any which in the opinion ofthe Board may threaten the existence of the Company. At present the Company has notidentified any element of risk which may threaten the existence of the Company.
20. 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.
21. 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.
22. BOARD EVALUATION
The performance of Board of Directors and the Committees constituted by the Board andthe individual Directors has been evaluated during the Financial Year ended 31st March2019.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There are no contracts or arrangements with related parties as which are not at arms'length during the year. Hence Form 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.
24. 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.
25. EXTRACT OF ANNUAL RETURN
Pursuant to provisions of Section 92(3) of the Companies Act 2013 and Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 an extract of the Annual Returnin Form MGT-9 is annexed to this Report and forms part of this Report. (Please referAnnexure - I - Extract of Annual Return).
26. AUDIT COMMITTEE
a. Terms of Reference
To oversee interalia the Company's financial reporting process and disclosure of itsfinancial information to recommend the appointment of Statutory Auditors and fixation ofthe audit fees to review and discuss with the Auditors about internal control systemsscope of audit including observations of the auditors on adequacy of internal controlsystems major accounting policies & practices adopting accounting standards andcomplying various requirements concerning financial statements if any to review theCompany's quarterly and annual financial statements before submission to the Board ofDirectors.
b. Composition of Audit Committee
The Audit Committee comprises of three directors with Independent Directors forming themajority. Mr. Yogesh R. Choksey is the Chairman of the Audit Committee. Mr. T.R.Ramanathan and Mr. Ramesh Jain are the other two members of the Audit Committee. Themembers possess adequate knowledge of accounts audit and finance among others. Thecomposition of the Audit Committee meets the requirement as per section 177 of theCompanies Act 2013. There are no recommendations of the Audit Committee which have notbeen accepted by the Board. During the year four Audit Committee meetings were held on29.05.2018 7.08.2018 29.10.2018 and 13.02.2019.
27. SECRETARIAL AUDIT REPORT
M/s Kamlesh Jain & Associates Company Secretaries have been appointed to conductthe Secretarial Audit of the Company for the financial year 2018-19. Pursuant to Section204 (1) of the Companies Act 2013 the Secretarial Audit Report submitted by theSecretarial Auditors for the year ended 31st March 2019 is enclosed as Annexure II to theAnnual Report and forms part of the Annual Report. The observations made in the Auditors'Report read together with relevant notes thereon are selfexplanatory and hence do notcall for any further comments under Section 134 (3) of the Companies Act 2013.
At the 22nd Annual General Meeting Members had re-appointed M/s. Amar Bafna &Associates Chartered Accountants Mumbai (FRN: 114854W) as Statutory Auditors for aconsecutive second term of three years. Their term expires on the conclusion of this 25thAGM. Therefore the members are required to make an appointment of Statutory Auditors inthis AGM for the next term. M/s Mehta Singhvi & Associates Chartered AccountantsMumbai (FRN: 122217W) have furnished a certificate confirming that if appointed theirappointment will be in accordance with Section 139 read with Section 141 of the CompaniesAct 2013. The Members are requested to consider their appointment as Statutory Auditorsof the Company for a term of five years i.e. from the conclusion of the 25th AGM tillthe conclusion of the 30th AGM of the company to be held in the calendar year 2024 on thesame terms and conditions on which the previous auditors were appointed. The Auditors'Report to the shareholders for the year under review does not contain any qualification.
29. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT
The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
30. STATEMENT PURSUANT TO LISTING AGREEMENT
The Company's Equity shares are listed at BSE Ltd. Mumbai. The Listing Fee for theyear under review has been paid to BSE Ltd. timely.
The information required to be disclosed in the Directors' Report pursuant to section197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rule 2014 is set out as an Annexure III to theReport.
32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
a. CONSERVATION OF ENERGY - Not Applicable.
b. TECHNOLOGY ABSORPTION - Not Applicable.
c. FOREIGN EXCHANGE EARNINGS AND OUTGO : Nil
|Particulars ||For the year ended March 312019 ||For the year ended March 312018 |
|Foreign Exchange Earnings ||NIL ||NIL |
|Foreign Exchange outgo ||NIL ||NIL |
Your Directors wish to place on record their appreciation for the active support givenby Banks Investors Shareholders and Customers.
|Place : Mumbai ||By the Order of the Board || |
|Date : 14.08.2019 || || |
|Registered office : ||Mr. Lalit Kumar Dangi ||Mr. Ramesh Kumar Jain |
|104- M. K. Bhavan ||Director ||Director and CFO |
|300 Shahid Bhagat Singh Road ||DIN : 00886521 ||DIN :01682905 |
|Fort Mumbai - 400 001 || || |