Libord Securitie Director Discussions


To,

The Members,

Libord Securities 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 financial performance of your Company for the financial year ended March 31, 2023, is as under:

(Rs. in Lakhs)

Particulars

2022-23 2021-22
Total Income 34.99 22.12
Profit before Finance Cost & Depreciation 9.83 2.34
Financial Cost 0.01 0.01
Depreciation 0.01 0.06
Profit Before Taxes 9.81 2.27
Current Tax 2.40 0.49
Earlier Year Tax Expenses 0.01 (0.35)
Deferred Tax 0.07 0.09
Profit after Taxation (PAT) 7.35 2.04
Profit transferred to the Profit & Loss Account under Reserves & Surplus 7.35 2.04
Total Comprehensive Income 4.61 4.64

2. REVIEW OF OPERATIONS

The total income during the year was Rs. 34.99 lakhs (Previous Year Rs. 22.12 lakhs). The Companys turnover has increased by about 58.18% on account of better business environment. The gross profits before tax have increased from Rs. 2.27 lakhs to Rs. 9.81 lakhs due to improvement in operational efficiency.

3. OUTLOOK & PROSPECTS

Indias GDP is projected to grow at the rate of 6.0 per cent to 6.8 per cent in the year 2023-24, according to the Economic Survey, 2022-23. The growth rate is likely to be affected by the of economic and political developments globally. The baseline GDP is expected to grow at the rate of 6.5 per cent in real terms in the current financial year as against 7 per cent for the year ending March 2023 as compared to 8.7 per cent in the year ending March 2022.

For financial year 2022-23, production of capital goods rose by 12.9% year on year basis, while production of infrastructure and construction goods rose by 12.5%. According to the National Statistical Office, production of consumer durables and non-durables growing at a marginal pace of 0.6% and 0.5% respectively, yet credit growth to the Micro, Small, And Medium Enterprises (MSME) sector has been over 30.5 per cent, on average during January to November 2022 which is remarkably high and presents a positive outlook for increase in both output and employment in the country.

In the April-June quarter of 2023, production of capital goods rose by 4.9% year on year, while production of infrastructure and construction goods increased by 14.0%. Output of consumer durables remained weak, contracting by 2.8% year on year basis, although output of consumer non-durables showed strong momentum, rising by 6.7%. To conclude the Indian economy has shown good amount of resilience even as the international institutions such as International Monetary Fund (IMF) forecasted a rocky road ahead for most economies. The company foresees a positive environment for its business in the current financial year.

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 Equity shares of Rs. 10/- each as on March 31, 2023. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. DIVIDEND

Your Directors do not recommend any dividend for the current year under review in order to conserve resources. A sum of Rs. 7.35 lakhs has 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 the Companies 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 of its operations. During the year, controls were tested and no material weakness in design and operation were observed. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions 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, 2013 is not required by the Company and accordingly such accounts and records are not made and maintained by the Company.

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 of the Company and being eligible, has offered himself for reappointment. The Board recommends his reappointment as Director. During the year, Mr. Raj Nandan Kumar has been relieved from the post of Chief Executive Officer of the Company w.e.f. April 7, 2022. Further, Mr. Vijay R. Pawar was appointed as Chief Executive Officer with effect from October 1, 2022.

10. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

As per the Securities and Exchange Board of India (LODR) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company as its paid-up share capital does not exceed Rs.10 crores and net worth does not exceed Rs. 25 crores as at the last day of the previous Financial Year.

11. NUMBER OF THE MEETINGS OF THE BOARD OF DIRECTORS

During the year there were Six (6) Board Meetings held on April 7, 2022, May 23, 2022, August 5, 2022, September 30, 2022, November 12, 2022 and January 27, 2023. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

12. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have given their respective declarations that they meet the criteria of independence as specified 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.

13. 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 in pursuance to section 178 (3) of the Companies Act, 2013. The remuneration policy is displayed on the website of the Company at https://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 been adopted by the Company. The Code of Conduct has been disclosed on the website of the Company at www.libord.com.

15. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES

The Company does not have any Subsidiary Company or Associate Company as defined under the provisions of the Companies Act, 2013. Hence, the Statement of Salient Features of the Financial Statement of Subsidiaries & Associate Companies pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules, 2014 (Form AOC - 1) is not applicable and does not form part of this report.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to report to the Management instances of unethical behavior, 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 confidentiality 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 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 view to regulate trading in securities by the Directors and designated employees of the Company. 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. 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.

18. CORPORATE SOCIAL RESPONSIBILITY

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

19. 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 confirmed:

(i) That in the preparation of the accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed 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 give a true and fair view of the state of affairs of the Company at the end of the financial 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 of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) That the Directors have prepared the accounts for the financial year ended March 31, 2023 on a going concern basis.

(v) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. (vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has undertaken suitable measures for the development and implementation of a risk management policy for the Company including identification 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 identified 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 has passed any significant and material order impacting the going concern status and the Companys 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 the company which have occurred between the end of the financial year to which the financial statements relate and the date of thereport.

23. BOARD EVALUATION

The performance of Board of Directors and the Committees constituted by the Board and the individual Directors has been evaluated during the Financial Year ended March 31, 2023.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts or arrangements with related parties covered 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.

25. PURCHASE OF SHARES OF THE COMPANY

The Company does not give 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.

26. 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.

27. AUDIT COMMITTEE

a. Terms of Reference

To oversee, inter alia, the Companys financial reporting process and disclosure of its financial information, to recommend the appointment of Statutory Auditors and fixation of the audit fees, to review and discuss with the Auditors about internal control systems, scope of audit including observations of the auditors on adequacy of internal control systems, major accounting policies & practices, adopting accounting standards and complying various requirements concerning financial statements, if any, to review the Companys quarterly 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. Yogesh R. Choksey is the Chairman of the Audit Committee. Mr. Ramanathan Thirupathi and Mr. Ramesh Kumar Jain are the other two members of the Audit Committee. The members possess adequate knowledge of accounts, audit and finance, among others. The composition of the Audit Committee meets the requirement as per section 177 of the Companies Act, 2013. There are no recommendations of the Audit Committee which have not been accepted by the Board. During the year four Audit Committee meetings were held on May 23, 2022, August 5, 2022, November 12, 2022 and January 27, 2023.

28. SECRETARIAL AUDIT REPORT

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

29. SECRETARIAL STANDARDS

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

30. STATUTORY AUDITORS

At the 25th Annual General Meeting (AGM), the members have appointed M/s Mehta Singhvi & Associates, Chartered Accountants, Mumbai (FRN: 122217W) as Statutory Auditors of the Company for a period of five years to hold office till the 30th Annual General Meeting of the Company. The Auditors Report to the shareholders for the year under review does not contain any qualification.

31. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

32. STATEMENT PURSUANT TO LISTING AGREEMENT

The Companys equity shares are listed at BSE Ltd., Mumbai. The Listing Fee for the year under review has been paid to BSE Ltd. within prescribed time.

33. 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 Annexure II to the Report.

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

Particulars

For the year ended March 31, 2023 For the year ended March 31, 2022
a Conservation of Energy Not Applicable Not Applicable
b Technology Absorption Not Applicable Not Applicable
c Foreign Exchange Earnings and Outgo Nil Nil

35. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the active support given by Banks, Investors, Shareholders and Clients.

Registered office:

By the Order of the Board

104- M. K. Bhavan
300, Shahid Bhagat Singh Road,
Fort, Mumbai 400001 Mr. Lalit Kumar Dangi Mr. Ramesh Kumar Jain
Place: Mumbai Director Director and CFO
Date: August 3, 2023 DIN: 00886521 DIN: 01682905