Libord Securities Ltd Directors Report

To,

The Members,

Libord Securities Limited.

Your Directors have pleasure in presenting the 30^th Annual Report along with the Audited Accounts of the Company for the year ended March 31, 2024.

1. FINANCIAL PERFORMANCE

A summary of the financial performance of your Company for the financial year ended March 31, 2024, is as under:

(Rs. in Lakhs)

Particulars	2023-24	2022-23
Total Income	81.61	34.99
Profit before Finance Cost & Depreciation	50.12	9.83
Financial Cost	0.01	0.01
Depreciation	0.00	0.01
Profit Before Taxes	50.11	9.81
Current Tax	12.59	2.40
Earlier Year Tax Expenses	0.12	(0.01)
Deferred Tax	0.05	0.07
Profit after Taxation (PAT)	37.35	7.35
Profit transferred to the Profit & Loss Account under Reserves & Surplus	37.35	7.35
Net Gain/(Loss) on Equity Instruments measured at Fair Value through OCI	14.88	(2.74)
Total Comprehensive Income	52.23	4.61

2. REVIEW OF OPERATIONS

The total income during the year was Rs. 81.61 lakhs (Previous Year - Rs. 34.99 lakhs). The Companys turnover has increased by about 133.24% on account of better business environment. The gross profits before tax have increased from Rs. 9.81 lakhs to Rs. 50.11 lakhs due to improvement in operational efficiency.

3. OUTLOOK & PROSPECTS

According to the Second Advance Estimates (SAE) of National Income released by the National Statistical Office (NSO), the Indian economy has shown robust performance despite facing various domestic and global challenges. For the fiscal year 2023-24, the real GDP, measured at constant prices (2011-12) is projected to reach 172.90 lakh crore, as opposed to 160.71 lakh crore in

2022-23. This indicates a growth rate of 7.6% for 2023-24, compared to 7.0% in the previous year. Meanwhile, the nominal GDP (i.e., GDP at Current Prices) for 2023-24 is estimated to be 293.90 lakh crore, a 9.1% increase from 269.50 lakh crore in the year 2022-23. In its April 2024 Monetary Policy Statement, the Reserve Bank of India noted that domestic economic activity remains robust, supported by strong domestic demand and improved macroeconomic conditions. Additionally, the Indian Meteorological Department predicts above-average monsoon rains for 2024, at about 106% of the long-term average, which is expected to aid the countrys disinflationary fiscal and monetary efforts. The International Monetary Fund (IMF) has updated its World Economic Outlook in April 2024, raising Indias GDP growth forecast by 30 basis points to 6.8% for the Financial Year 2025. This reflects sustained strength in domestic demand in the Indian economy. Globally, the economy is anticipated to grow at 3.2% during 2024 and 2025, maintaining the same pace as in 2023. Global inflation is projected to decline from 6.8% in 2023 to 5.9% in 2024 and 4.5% in 2025, with advanced economies expected to reach their inflation targets sooner than emerging markets and developing economies. Core inflation is also expected to decrease gradually. Despite significant interest rate hikes by major central banks, aimed at restoring price stability, the global economy has shown great amount of resilience. The Company anticipates a favourable economic environment 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, 2024. 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. 37.35 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. Ramesh Kumar Jain (DIN: 01682905), 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. Further, Mr. Ramesh Kumar Jain (DIN: 01682905) has been re-appointed as a Chief Financial Officer of the Company for a period of three years from February 14, 2024 to February 13, 2027.

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 Four (4) Board Meetings held on May 23, 2023, August 3, 2023, October 31, 2023 and February 14, 2024. 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, 2024, 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, 2024 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 the Report.

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, 2024.

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 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, 2023, August 3, 2023, October 31, 2023 and February 14, 2024.

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 2023-24. 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, 2024 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 25^th Annual General Meeting (AGM), the members had 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 30^th Annual General Meeting of the Company. Since M/s Mehta Singhvi & Associates shall be completing their term, the Company needs to appoint an Statutory Auditor for the next consecutive five years. The Board, in its meetings held on 06.08.2024, have commended the appointment of M/s RMR & Co., Chartered Accountants (Firm Registration Number:106467W), who have offered themselves for appointment and confirmed their eligibility to be appointed as Statutory Auditors, in terms of provisions of Section 141 of the Companies Act, 2013 and rules and regulations made thereunder, by the members of the Company, to hold office for a term of five years commencing from the conclusion of this AGM till the conclusion of the 35^th AGM of the Company to be held in the year 2029 on such remuneration as may be mutually agreed upon by the Board of Directors of the Company and the Statutory Auditors. 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) Rules, 2014 is set out as Annexure II to the Report.

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

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are Nil or Not Applicable.

35. ACKNOWLEDGEMENTS

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

Mr. Lalit Kumar Dangi	Mr. Ramesh Kumar Jain
Director	Director and CFO
DIN: 00886521	DIN: 01682905

 

Registered office:

104, M. K. Bhavan

300, Shahid Bhagat Singh Road,

Fort, Mumbai 400001

Place: Mumbai

Date: August 6, 2024

By the Order of the Board