libord finance ltd Directors report

To

The Members,

Libord Finance Limited

Your Directors have pleasure in presenting the 29th Annual Report along with the Audited Accounts of the Company for the year ended March 31, 2023.

1. FINANCIAL PERFORMANCE

A summary of the standalone & consolidated financial performance of your Company for the financial year ended March 31, 2023, is as under:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Income	93.81	75.07	93.81	75.07
Prof it before Finance Cost & Depreciation	30.48	32.46	30.48	32.46
Finance Cost	2.73	4.54	2.73	4.54
Depreciation, Amortisation and impairment	16.80	16.86	16.80	16.86
Prof it before Taxes	10.95	11.06	10.95	11.06
Current tax	2.60	3.00	2.60	3.00
Tax ef f ect of earlier y ear	0.00	0.06	0.00	0.06
Def erred Tax	0.42	(0.43)	0.42	(0.43)
Prof it af ter Taxation (PAT)	7.93	8.43	7.93	8.43
Share of Prof it of Associate Companies	-	-	(8.17)	63.53
Prof it/(Loss) for the y ear transf erred to the Prof it & Loss Account under	7.93	8.43	(0.24)	71.96
Retained Earnings
Net Gain/(Loss) on equity instruments measured at Fair Value through OCI	(1.29)	(9.97)	(1.29)	(9.97)
Total Comprehensiv e Income	6.64	(1.54)	(1.53)	61.99

2. REVIEW OF OPERATIONS

(a) Standalone Results

The total income/revenue on standalone basis during the y ear was Rs. 93.81 lakhs (Prev iou Year - Rs. 75.07 lakhs). The Company s turnov er has increased by about 25% on standalone basis due to increase in consultancy and other income in this financial y ear. The gross prof its before taxes stood at Rs. 10.95 lakhs (Prev ious Year -Rs. 11.06 lakhs).

(b) Consolidated Results

This f iscal, y our Company has achiev ed a turnov er of Rs. 93.81 lakhs (Prev ious Year - Rs. 75.07 lakhs on consolidation basis. The net loss af ter tax was Rs. 0.24 lakhs (Prev ious Year net prof it of Rs. 71.96 lakhs) on consolidation basis.

3. OUTLOOK & PROSPECTS

Based on the Reports of the Economic Surv ey for 2022 2023, Indias GDP is expected to increase by 6% 6.8% in 2023 2024 depending on how global economic and political dev elopments af f ect it . The baseline GDP is anticipated to expand at a pace of 6.5% in the current f iscal y ear compared to 8.7% growth in the last f iscal y ear and a real growth rate of 7% for the y ear ending March 2023. According to predictions made by the World Trade Organization, the growth rate of global trade may drop from 3.5% in 2022 to 1.0% in 2023. The Indian economy has succeeded in keeping its growth trajectory higher and inf lation rate lower than the global av erage, ev en though the global economy is struggling due to sev eral issues, most notably the ongoing conf lict in Ukraine and a remarkably high inf lation rate. The Micro, Small, and Medium Enterprises (MSME) sectors av erage loan growth from January to Nov ember 2022 was ov er 30.5 percent, which is extraordinarily strong and indicates a promising prospect for rising output and employ ment in the nation. Additionally , the central gov ernments capital expenditures (capex) grew by 63.4% in the f irst eight months of the financial y ear 2023, which boosted the Indian economy this y ear. Also, compared to the prev ious y ear, the housing markets inv entory ov erhang has signif icantly decreased, thanks to the return of migrant workers to the building industry . Due to a recov ery in contact-intensiv e activ ities like trade, lodging, and transportation, priv ate consumption as a percentage of GDP has recov ered dramatically . The Agricultural growth rate has been around 5 percent in the last two quarters of the y ear 2022-23. During this period the construction and core serv ices have also registered growth. The growth in the manuf acturing sector has also picked up compared to the preceding two quarters. Indias Manufacturing Purchasing Managers Index had recorded strongest improv ement to 56.4 in March compared with 55.3 in February . The record surge indicates f aster expansions in new orders and output. In conclusion, the Indian economy has demonstrated a good deal of resilience ev en though the International Monetary Fund (IMF) predicted a dif f icult road ahead for most economies. The company anticipates a f av ourable economic env ironment in the current financial y ear.

4. SHARE CAPITAL

During the y ear under rev iew, there was no change in the share capital. The Company has not issued shares with dif f erential v oting rights nor granted stock options nor sweat equity .

5. DIVIDEND

In order to conserv e the resources of the Company , y our directors do not recommend any div idend for the current y ear. A sum of Rs. 7.93 lakhs have been transf erred to the Prof it & Loss account under Reserv es & Surplus. Further Rs. 16.00 lakhs were transf erred to the Reserv es and surplus on account of rev ersal of prov ision made under ECL.

6. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies 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, 2013 is not required by the Company and accordingly such accounts and records are not made and maintained by the Company .

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control Sy stem, commensurate with the size and nature of its operations. During the y ear, controls were tested and no material weakness in design and operation were observ ed. These have been designed to prov ide reasonable assurance with regard to recording and prov iding reliable financial and operational information, comply ing with applicable statutes, saf eguarding assets from unauthorized use, executing transactions 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 (DIN 01753155), Director of the Company will be retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Further, Mr. Raghv endra Raj Mehta, Non-Executive Independent Director of the Company will be completing his f irs t term of f iv e y ears as on 25.02.2024. The Board of Directors of the Company has recommended his re-appointment by the members in the ensuing AGM of the Company for the second term of 5 y ears w.e.f . 26.02.2024 not liable to retire by rotation. During the y ear, Mr. Dinker Mishra (ACS 48511) has been reliev ed from the post of Company secretary and Compliance Of ficer w.e.f . February 3, 2023. Further, Ms. Vinantee Chetan Shah (ACS 64362) has been appointed as the Company Secretary and Compliance Officer w.e.f . April 19, 2023.

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the y ear, there were 4 (Four) meetings of the Board of Directors held on May 24, 2022, August 11, 2022, Nov ember 11, 2022 and February 3, 2023. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and as per the Circulars issued by the Ministry of Corporate Af f airs and SEBI. Details about the Board meetings and committee meetings are given in the report on Corporate Gov ernance which forms part of this Report.

11. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have given their respectiv e declarations that they meet the criteria of indepe ndence as specif ied under Section 149 (6 and 7) of the Companies Act, 2013 and the Rules made thereunder, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. REMUNERATION POLICY

Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors have approved and adopted a Remuneration policy for Directors, Key Managerial Personnel and other employees of the Company under Section 178 (3) of the Companies Act, 2013. The remuneration policy of the Company has been disclosed on its website at www.libord.com at the link https://libord.com/Finance/Inv estorRelations.aspx?I nv _Rel_Id=91.

13. CODE OF CONDUCT

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

14. REPORT ON CORPORATE GOVERNANCE AND MANAGEMEN T DISCUSSION AND ANALYSIS

Report on Corporate Gov ernance for the financial y ear ended March 31, 2023 along with the certif icate from the Auditors of the Company conf irming the compliance with regulations of corporate gov ernance and Management Discussion Analy sis under the Listing Regulations 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 certif icate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Dr. Vandna Dangi, Managing Director and Mr. Nawal Agrawal, Chief Financial Of f icer, for the financial y ear 2022-23 with regard to the financial statements and other matters. The said certif icate forms part of the report on Corporate Gov ernance.

16. BOARD COMMITTEES

Details of the following Committees constituted by the Board along with their composition, terms of ref erence and meetings he ld during the y ear are provided in the Report on Corporate Gov ernance which forms part of this Report: 1. Audit Committee 2. Stakeholders Relationship Committee 3. Nomination and Remuneration Committee. 4. Risk Management Committee.

The Company is not required to constitute the Risk Management Committee pursuant to the provisions of Regulation 21 of Listing Regulations. Howev er, the Risk Management Committee is constituted in pursuance of the Reserv e Bank of India Circular No. RBI/2021-22/112 DOR.CRE.REC.No.60/03.10.001/2021-22 dated October 22, 2021.

17. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES

M/s. Libord Brokerage Priv ate 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 stock broker under the SEBI Act and is a member of the BSE, NSE, MCX and CDSL duly approved by SEBI. The Company is also a member of AMFI, Comris and CCRL-RP. The net loss af ter tax of LBPL is Rs 28.99 lakhs for the y ear ended March 31, 2023. A non-controlling interest of Rs. (11.585) lakhs has been considered in consolidation. M/s. Libord Adv isors Priv ate Limited (LAPL) is an Associate 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 prof it af ter tax of LAPL is Rs. 7.37 lakhs for the y ear ended as at March 31, 2023. A non-controlling interest of Rs. 3.414 lakhs has been considered in consolidation. (Ref er 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 instances of unethical behav iour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. Under this policy, the employees can approach the Companys Compliance Officer and/or Chairman of the Audit Committee. Whistle Blower Policy ensures that strict conf identiality is maintained whilst dealing with concerns and also that no discrimination be meted out to any person for a genuinely raised concern. The Whistle Blower 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 on Corporate Gov ernance. During the financial y ear 2022-23, no cases under this mechanism were 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 Prev ention of Insider Trading with a v iew to regulate trading in securities by the Directors and designated employees of the Company. The "Code of Fair Disclosure, Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders" has been adopted and has been disclosed on the website of the Company at www.libord.com. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

20. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not presently applicable to the Company .

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3c) & (5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby conf irmed:

(i ) That in the preparation of the accounts for the financial y ear ended March 31, 2023, the applicable accounting standards have been f ollowed along with proper explanation relating to material departures;

(ii ) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to giv e a true and fair v iew of the state of af f airs of the Company at the end of the financial y ear and of the prof it or loss of the Company for the y ear under rev iew.

(iii ) That the Directors have taken proper and suf f icient care of the m aintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for saf eguarding the assets of the Company and for prev enting and detecting f raud and other irregularities.

(i v) That the Directors have prepared the accounts for the financial y ear ended March 31, 2023 on a going concern basis.

(v) That the Directors have laid down internal financial controls to be f ollowed by the Company and that such internal financial controls are adequate and were operating ef f ectiv ely .

(vi ) That the Directors have dev ised proper sy stems to ensure compliance with the provisions of all applicable laws and that such sy stems were adequate and operating ef f ectiv ely .

22. BUSINESS RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act, 2013, the Company has undertaken suitable measures for the dev elopment and implementation of a risk management policy for the Company including identif ication of elements of risk, if any , which in the opinion of the Board may threaten the existence of the Company . At present the Company has not identif ied any element of risk which may threaten the existence of the Company .

23. PARTICULARS OF MATERIAL ORDERS

During the y ear under rev iew, neither any Regulator nor any Court or Tribunal has passed any significantand mat erial order impacting the going concern status and the Companys operations in the future.

24. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments af fecting the financial position of the company which have occurred between the end of the financial y ear of the Company to which the 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 and the indiv idual Directors have been ev aluated during the Financial Year ended March 31, 2023.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts or arrangements with related parties under section 188 of the Companies Act, 2013. 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 not applicable and does not form part of this report accordingly .

27. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

28. PURCHASE OF SHARES OF THE COMPANY

The Company does not giv e any loan, guarantee or security , or any financial assistance to the employees of the Company for the purpose of purchase or subscription for any shares of the Company pursuant to Section 67 (2) of the Companies Act, 2013.

29. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act ,2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be uploaded on the website of the Company at www.libord.com.

30. AUDIT COMMITTEE a) Terms of Reference

To ov ersee, inter alia, the Companys financial reporting process and disclosure of its financial information, to recommend the appointment of Statutory Auditors and f ixation of the audit fees, to review and discuss with the Auditors about internal control sy stems, scope of audit including observ ations of the auditors on adequacy of internal control sy stems, major accounting policies & practices, adopting accounting standards and comply ing v arious requirements concerning financial statements, if any, to review the Companys quarterly , half y early and annual financial statements before submission to the Board of Directors.

b) Composition of Audit Committee

The Audit Committee comprises of three directors with Independent Directors forming the majority . Mr. Radhey Shyam Soni, Independent Director is the Chairman of the Audit Committee. Mr. Raghvendra Raj Mehta, Independent Director and Mr. Lalit Kumar Dangi Non-Executive/ Non-Independent Director are the other two members of the Audit Committee. The members possess adequate knowledge of accounts, audit and f inance, among others. The composition of the Audit Committee meets the requirement as per Section 177 of the Companies Act, 2013 and the Listing Regulations. There are no recommendations of the Audit Committee which have not been accepted by the Board. During the y ear f our Audit Committee meetings were held on May 24, 2022, August 11, 2022, Nov ember 11, 2022 and February 3, 2023.

31. SECRETARIAL AUDIT REPORT

M/s S. DAK & ASSOCIATES, Company Secretaries, were appointed as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial y ear 2022-23. Pursuant to Section 204 (1) of the Companies Act, 2013, the Secretarial Audit Report submitted by the Secretarial Auditors for the y ear ended March 31, 2023 is annexed to the Annual Report and forms part of the Annual Report (Annexure - I). The observations made in the Auditors Report read together with relevant notes thereon are self -explanatory and hence, do not call for any f urther comments under Section 134 (3) of the Companies Act, 2013.

32. STATUTORY AUDITORS

At the 25^th Annual General Meeting (AGM), the members have appointed M/s Mehta Singhv i & Associates, Chartered Accountants, Mumbai (FRN: 122217W) as Statutory Auditors of the Company for period of f iv e years to hold of f ice till the 30^th Annual General Meeting of the Company . The Auditors Report to the shareholders for the y ear under review does not contain any qualif ication.

33. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

The Company has not given any loans or guarantees cov ered under the provisions of Section 186 of the Companies Act, 2013. The details of the inv estments made by Company is given in the notes to the financial statements.

34. STATEMENT PURSUANT TO LISTING AGREEMENT

The Companys Equity Shares are listed at BSE Ltd., Mumbai. The Listing Fee for the y ear under review has been paid to the BSE Ltd timely .

35. PERSONNEL

The information required to be disclosed in the Directors Report pursuant to Section 197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 is set out as an Annexure to the Report (Annexure-III).

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

S.N.	Particulars	For the year ended March 31, 2023 For the year ended March 31, 2022
(A)	Conserv ation of Energy	Not Applicable	Not Applicable
(B)	Technology Absorption	Not Applica bl e	Not Applicable
(C)	Foreign Exchange Earnings and Outgo	NIL	NIL

37. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the v aluable contribution made by the staf f members of the Company and their appreciation for the activ e support given by Banks, Inv estors, Shareholders, Employ ees and Clients.

Registered Of f ice:	By the Order of the Board
104, M. K. Bhawan,
300, Shahid Bhagat Singh Road,
Fort, Mumbai- 400 001
	Dr. (Mrs.) Vandna Dangi	Nawal Agrawal
Place : Mumbai	Managing Director	Chief Financial Officer and Director
Date : August 4, 2023	DIN: 00886496	DIN: 01753155