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 |
+91-9892691696
