Libord Securities Limited
Your Directors have pleasure in presenting the 27th Annual Report along withthe Audited Accounts of the Company for the year ended March 312021.
1. FINANCIAL PERFORMANCE
A summary of the financial performance of your Company for the financial year endedMarch 312021 is as under:
(Rs. in Lakhs)
|Particulars ||2020-21 ||2019-20 |
|Total Income ||18.43 ||34.55 |
|Profit before Finance Cost & Depreciation ||2.02 ||12.87 |
|Financial Cost ||- ||0.05 |
|Depreciation ||1.53 ||1.53 |
|Profit Before Taxes ||0.49 ||11.29 |
|Deferred Tax ||(0.23) ||(0.16) |
|Provision for Taxation ||0.36 ||3.15 |
|Short/Excess Provision Written Back ||(0.15) ||0.10 |
|Profit after Taxation (PAT) ||0.51 ||8.20 |
|Profit transferred to the Profit & Loss Account under Reserves & Surplus ||0.51 ||8.20 |
2. REVIEW OF OPERATIONS
The total income during the year was Rs. 18.43 lakhs (Previous Year Rs. 34.55 lakhs).The Company's turnover has decreased by about 46.66% largely due to decrease inconsultancy income. The gross profits before tax have decreased from Rs. 11.29 lakhs toRs. 0.49 lakhs due to decrease in scale of operations.
3. OUTLOOK & PROSPECTS
Indian economy is currently faced with challenges posed by a severe second wave ofcoronavirus infections. Several states have taken a number of measures to contain theimpact of the virus in the most infected areas. Unlike previous wave of COVID-19 pandemicthe lockdown has been imposed with location specific measures and the economy is notcompletely shut down. Though in many metropolitan areas and rural pockets the lockdownmeasures may decelerate the pace of economic activity and affect the market and consumersentiment adversely.
However the Government has been making efforts to upgrade or equip the medicalinfrastructure. Besides the vaccine access to all above the age of eighteen years hasbeen allowed. The government has given economic stimulus and a wide array of relaxationsto the corporate sector. In particular the MSME sector has been given a bundle ofincentives to cope up with the covid19 exigencies. The Economic Survey (2021) envisages aV-shaped recovery in the current fiscal. The International Monetary Fund (IMF) in itseconomic outlook (April 2021) has projected India's GDP growth rate to be around 12.5per cent in 2021. There are improvements seen in the industrial production and consumerprice indices also for the month of March and April respectively. The outlook for Indiahas been projected as positive by most rating agencies and leading brokerages.
4. SHARE CAPITAL
There was no change in the share capital of the Company during the year under review.The paid-up equity share capital remained at Rs. 500 lakhs comprising of 50 lakh Equityshares of Rs. 10/- each as on March 312021. The Company has not issued shares withdifferential 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. 0.51 lakhs have been transferred to the Profit &Loss Account under Reserves & Surplus.
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. 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.
9. 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. Lalit KumarDangi (DIN 00886521) Director of the Company will be retiring by rotation at this AnnualGeneral Meeting and is eligible for re-appointment. During the year Mr. Yogesh R. Choksey(DIN 00451871) and Mr. Ramanathan Thirupathi (DIN 01680773) were re-appointed asIndependent Directors of the Company in the 26th Annual General Meeting of theCompany by the Shareholders for the second term of five years not liable to retire byrotation w.e.f. September 30 2020. Further Mr. Ramesh Kumar Jain (DIN 01682905) has beenre-appointed as a Chief Financial Officer of the Company for a period of three years fromJanuary 22 2021 to January 212024.
10. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
As per the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 effective from December 12015 the compliance with thecorporate governance provisions as specified in regulations 17 17A 18 19 20 212223 24 24A 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andpara C D and E of Schedule V are not mandatorily required to be complied by a Companywhose paid-up share capital does not exceed Rs. 10 crores and net worth does not exceedRs. 25 crores as at the last day of the previous Financial Year. Hence the corporategovernance provisions are not applicable to the Company as its paid-up equity sharecapital was less than Rs. 10 crore and the net worth was also less than Rs. 25 crores.
11. NUMBER OF THE MEETINGS OF THE BOARD OF DIRECTORS
During the year there were 4 (four) Board Meetings held on June 29 2020 August 102020 November 112020 and January 21 2021. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013 and as per the circulars issuedby the Ministry of Corporate Affairs and SEBI.
12. 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.
13. 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 Company athttps://libord.com/Securities/InvestorRelations.aspx?Inv_Rel_Id=92.
14. 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.
15. 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 the 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 (Form AOC - 1) is not applicable and does not form partof this report.
16. 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 at www.libord.com.
17. 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.
18. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany.
19. 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 March312021 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.
20. 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.
21. 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.
22. 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.
23. 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 March 312021.
24. 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.
25. 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.
26. 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.
27. 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 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. RamanathanThirupathi and Mr. Ramesh Kumar 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 onJune 29 2020 August 10 2020 November 112020 and January 212021.
28. SECRETARIAL AUDIT REPORT
M/s Kamlesh Jain & Associates Company Secretaries have been appointed to conductthe Secretarial Audit of the Company for the financial year 2020-21. Pursuant to Section204 (1) of the Companies Act 2013 the Secretarial Audit Report submitted by theSecretarial Auditors for the year ended March 312021 is enclosed as Annexure I to theAnnual Report and forms part of the Annual Report. The observations made in the Auditor'sReport read together with relevant notes thereon are self- explanatory and hence do notcall for any further comments under Section 134 (3) of the Companies Act 2013.
29. 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 a 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.
30. 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.
31. 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. within prescribed time.
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 Annexure II to the Report.
33. 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 312020 |
|a Conservation of Energy ||Not Applicable ||Not Applicable |
|b Technology Absorption ||Not Applicable ||Not Applicable |
|c Foreign Exchange Earnings and Outgo ||Nil ||Nil |
Your Directors wish to place on record their appreciation for the active support givenby Banks Investors Shareholders and Clients.
|Place: Mumbai Date: August 5 2021 ||By the Order of the Board |
|Registered office: || || |
|104- M. K. Bhavan 300 ||Mr. Lalit Kumar Dangi ||M r. Ramesh Kumar Jain |
|Shahid Bhagat Singh Road ||Director ||Director and CFO |
|Fort Mumbai - 400001 ||DIN:00886521 ||DIN: 01682905 |