To
The Members,
Libas Consumer Products Limited,
Your Directors are pleased to present before you the 18th Boards'
Report for the Company, for the financial year ended March 31, 2022.
1. FINANCIAL PERFORMANCE
The financial highlights (standalone) of the Company for the year ended
March 31, 2022 are presented below:-
Particulars |
31.03.2022(INR) |
31.03.2021(INR) |
Revenue from operations |
463,243,791.00 |
349,971,717.00 |
Other income |
3,964,951.00 |
5,405,493.00 |
Gross Income |
467,208,743.00 |
355,377,210.00 |
Expenses |
431,529,491.00 |
328,687,625.00 |
Profit/ (Loss) before Tax |
35,679,252.00 |
(16,503,587.00) |
Less: Current Tax |
8,980,468.00 |
0.00 |
Less: Deferred tax |
1,124,955.00 |
(222,955.00) |
Net Profit for the year |
25,573,829.00 |
(16,280,632.00) |
2. FINANCIAL HIGHLIGHTS
The key highlights of the Company's performance based on the Standalone
accounts as on March 31, 2022 are reflected as under:
Net Worth: During the FY under review, the Net Worth of the
Company stood at INR 32.56 crore as compared to INR 30.15 crore for the previous FY, an
increase of 8%.
Book Value of Shares: The Book Value of equity shares stood
at INR 18.46 in FY 2021-22 as compared to INR 24.62 in FY 2020-21.
Current Ratio: As on March 31, 2022 the Current Ratio was
2.08 as compared to 1.98 as of March 31, 2021.
Debt: Total debt of the Company has been reduced to INR 9.68
core in FY 2021-22 as companied to INR 17.91 crore inf fY 2020-21, decreased of INR 8.23
crore.
Sales Credit Control: During the FY under review, the
debtor's percentage to sales decreased from 56% in FY 2020-21 to 37% in FY 2021-22.
Debtors Turnover Ratio: During the FY under review, the
Debtors Turnover Ratio was 2.52 as compared to 2.17 in the previous fiscal.
Inventory Turnover Ratio: During the FY under review, the
Inventory Turnover Ratio was 2.84 as compared to 1.97 in FY 2020-21.
Net Profit Margin (%): The Net Profit Margin for FY 2021-22
stood at 5.52% as compared to (4.65)% for FY 2020-21.
3. OPERATIONS AND FUTURE OUTLOOK OF THE COMPANY
During the year under review, the profit stood at INR 2.56 crore as
against loss of INR 1.63 crore in the previous year.
Your company continued to focus on new client acquisition along with
deepening the existing ones.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in business activity during the year.
5. SHARE CAPITAL STRUCTURE OF THE COMPANY
During the year, the Authorized Share Capital was increased to INR 28
crore and Paid-up Equity Share Capital was increased to INR 17.64 crore of the Company.
A) Issue of equity shares with differential rights
Your Company had not issued equity shares with differential rights as
required to be disclosed in rule 4 (4) of Companies (Share Capital and Debentures) Rules,
2014, during the year under review.
B) Issue of sweat equity shares
Your Company had not issued sweat equity shares as require to be
disclosed under rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014,
during the year under review.
C) Issue of employee stock
Your Company had not issued employee stock option as required to be
disclosed under rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014,
during the year under review.
D) Private Placement/Preferential Allotment
Your Company had not issued shares on Private Placement of Preferential
allotment basis.
E) Bonus Issue
Your company had issued twice Bonus shares in the ratio of 1:5 (i.e. 1
equity shares allotted for every 5 shares held) and allotted the same in the month of
April, 2021 and September, 2021.
6. DIVIDEND
Your Directors have not recommended Dividend for the year.
7. TRANSFER TO RESERVES
The Directors has not transferred amount to Reserves and Surplus
account during the financial year ending March 31, 2022.
8. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 and 125 of the Act, read with
Investor Education and Protection Fund Authority (Accounting Audit, Transfer and Refund)
Rules, 2016 ('IEPF Rules'), as amended from time to time, the company is not required to
transfer the unpaid and unclaimed dividend pertaining to the FY 2014-15, as there was no
dividend declared during the FY 2014-15.
9. ACCOUNTING STANDARD AND FINANCIAL STATEMENTS
The Financial Statements of the Company are prepared in accordance with
Accounting Standards, issued by the Institute of Chartered Accountants of India, which
forms part of this Annual report.
10. CONSOLIDATED FINANCIAL STATEMENT
As required under Section 129 of the Act and LODR Regulations, a
consolidated financial statements for the year ended March 31, 2022 are attached.
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. Directors
The Composition of the Board as on this report date is as follows:
Name of the Director |
DIN/PAN |
Designation |
Category |
Date of Appointment |
Mr. Nishant Mahimtura |
02000572 |
Director |
Promoter Executive |
10/11/2004 |
Mr. Ashish Dubey |
07604537 |
Independent Director |
Non-Executive Independent |
18/06/2020 |
Mrs. Reshma Ganji |
07576582 |
Managing Director |
Promoter Executive |
26/07/2016 |
Mr. Riyaz Ganji |
02236203 |
Wholetime Director |
Promoter Executive |
10/11/2004 |
Mr. Vivek Kamath |
07239860 |
Independent Director |
Non-Executive Independent |
21/09/2016 |
Mr. Rishi Sharma |
09453515 |
Independent |
Non-Executive |
31/12/2021 |
|
|
Director |
Independent |
|
The disclosures pertaining to the Equity Shares held and the
Remuneration received by the Directors and Key Managerial Personnel's during the Financial
Year 2021-22 are disclosed in MGT-7 at link www.libasdesignsltd.com
Changes in the Board
1. Mr. Anand Taggarsi had resigned as an Independent Director with
effect from November 16, 2021.
2. Mr. Rishi Sharma was appointed as an Additional Independent Director
with effect from December 31, 2021.
3. Retirement by rotation and subsequent re-appointment
In accordance with the provisions of section 152(6) of the Companies
Act, 2013 and Companies Articles of Association Mr. Riyaz Ganji is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible, to offer himself for
re-appointment by stating his willingness to be re-appointed at this Annual General
Meeting.
The complete details and disclosures pertaining to the qualification,
experience, education and other details as required under the Companies Act, 2013,
Secretarial Standards-2 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are annexed to the Notice to the Annual General Meeting for the
Directors seeking appointment/reappointment.
Key Managerial Personnel
There was no change in Key Managerial Personnel during the year
12. Listing Fee
The Company has paid the applicable listing fee to the National Stock
Exchange of India Limited for the Financial Year 2022-23.
13. AUDITORS
i. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/ s. SARK & Associates, Company Secretaries as Secretarial
Auditors of the Company for the Financial Year 2021-22, to undertake the Secretarial Audit
of the Company. The Secretarial Audit Report in form MR-3 (Annexure III) is
presented separately and forms part of this report.
ii. Statutory Auditors
The term of five years of M/ s. Jain Jagawat Kamdar & Co, Chartered
Accountants (ICAI Firm Registration No. 122530W), has been completed. The Board has
recommended shareholders for appointment of M/s Choudhary Choudhary & Co., Chartered
Accountants (FRN.: 002910C) as Statutory Auditor from fY 2022-23 onwards till completion
of five.
The Auditor s Report to the shareholders on standalone and consolidated
financials for the year ended March 31, 2022 is presented separately and forms part of
this report and has certain qualification, observation or adverse comments. During the
year under review, the Auditors of the Company have not reported any fraud under Section
143(12) of the Companies Act, 2013. The Notes to Accounts referred to in the Auditor's
report are selfexplanatory and do not require any further comments.
iii. Internal Auditor
There was no Internal Auditor appointed during the year.
14. REPLY TO THE COMMENTS IN THE AUDITORS' REPORT AND SECRETARIAL
AUDITOR'S REPORT Auditors' Report
Sl. Qualification No. |
Management's Reply |
1 We draw your attention that company has not provided
Employee Benefits (Defined Benefits) in accordance of Ind AS- 19 during the financial
year. |
The management is verifying the same and settle the same. |
2 We draw your attention that the company has not made
provision for undisputed income tax liability of Rs.2.91 Lakhs for the FY 2017-18 and of
Rs 59.26 Lakhs for FY 2018-19 therefore the liability for the F.Y.2017-18 and F.Y.2018-19
is understated by Rs.62.17 lakhs and the reserves are overstated by Rs.62.17 Lakhs. |
The management is verifying the same and settle the same. |
3 The company is yet to obtain ODI permission from RBI for
investment in foreign subsidiary. |
The management is verifying the same and settle the same. |
4 The company has not complied with the Section 138 of
Companies Act 2013 for the appointment of Internal Auditor. |
Due to covid, the company could not appoint Internal Auditor.
The company will comply the same in next year. |
Secretarial Audit Report
Sl. Qualification No. |
Management's Reply |
1 The Company delayed in crediting dividend amount within
five days of declaration to separate bank account. |
Due to ongoing COVID pandemic, bank staff were working with
limited access and made delay process. |
2 The company delayed in crediting dividend amount to
shareholders within stipulated time of thirty days. |
Due to ongoing COVID pandemic, bank staff were working with
limited access and made delay process. |
3 The company had not appointed Internal Auditor for FY
2021-22. |
The Company will comply the same for next year. |
15. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your Directors confirm that:
a) in the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are 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 and loss of the company for that period;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
d) the directors have prepared the annual accounts on a going concern
basis; and
e) 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.
f) Internal Financial Controls have been laid down to be by the Company
and that such internal Financial Controls are adequate and were operating effectively;
16. DECLARATION BY INDEPENDENT DIRECTORS
Necessary declarations have been obtained from all the Independent
Directors that they meet the criteria of independence under sub-section (6) of Section 149
of the Companies Act, 2013 and as per Regulation 25 read with Regulation 16 of SEBI LODR
Regulations.
17. BOARD AND COMMITTEE MEETINGS
The Board of Directors meets at regular intervals to discuss the
business and compliance matters of the Company. The details of the Meetings of the Board
of Directors and the Committees of the Board of Directors and their respective
constitution are stated in the Corporate Governance Report (Annexure II) attached
which form part of this Board's Report.
The Company Secretary of the Company is the Secretary to each of these
Committees. Separate Meeting of Independent Directors is conducted during every Year, in
terms of the requirements of Schedule IV to the Companies Act, 2013 and Regulation 25(3)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Further, the Board of Directors have adopted various policies on the
functioning and running of the Board of Directors as mandated by the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and which are also available on
the website of the Company.
18. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR
Regulations) the Board has carried out an annual performance evaluation of its own
performance, of the Directors individually, as well as the evaluation of the working of
its Audit, Nomination & Remuneration and other Committees of the Board.
At the meeting of the Board, all the relevant factors that are material
for evaluating the performance of individual Directors, the Board and its various
Committees, were discussed in detail. A structured questionnaire, each in line with the
circular issued by SEBI, for evaluation of the Board, its various Committees and
individual Directors, was prepared and recommended to the Board by the Nomination &
Remuneration Committee, for doing the required evaluation, after taking into consideration
the inputs received from the Directors, covering various aspects of the Board's
functioning, such as adequacy of the composition of the Board and its Committees,
execution and performance of specific duties, obligations and governance, etc.
A separate exercise was carried out to evaluate the performance of
individual Directors, including the Chairman of the Board, who were evaluated on
parameters such as level of engagement and contribution, independence of judgement,
safeguarding the interest of the Company and its minority Shareholders, etc. The
performance evaluation of the Independent Directors was carried out by the entire Board,
excluding the Director being evaluated. Independent Directors fulfill the criteria of
independence and they are independent of management. The performance evaluation of the
Chairman and non-independent Directors was also carried out by the Independent Directors
at their separate meeting. The Directors expressed their satisfaction with the evaluation
process.
19. PUBLIC DEPOSITS
Your Company has neither invited nor accepted/renewed any
"Deposit" from the public within the meaning of the term "Deposits"
under the Companies (Acceptance of Deposits) Rules, 2014 made under Chapter V read with
Section 73 and 76 of the Companies Act, 2013 as amended from time to time and accordingly
no disclosures are required in this regard.
20. CORPORATE GOVERNANCE
The company is committed to maintain highest standards of corporate
governance and adhere to the corporate governance requirements set out by SEBI. Your
Company continues to follow the principles of good corporate governance and the board of
directors lays strong emphasis on transparency, accountability and integrity.
As required by Regulation 24 of the SEBI (LODR) Regulation, 2015 a
detailed Corporate Governance Report is given separately which forms part of this Annual
Report.
21. ANNUAL RETURN
In accordance with the Companies Act, 2013, the Annual Return in the
prescribed format is available at www.libasdesignsltd.com
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE ACT
During the year under review, the Company remain invested in it's
wholly owned subsidiary Libas Designs FZE LLC, in the UAE. The details have been mentioned
in the financial statement with respect to the same.
23. RELATED PARTY TRANSACTIONS
All contracts/ arrangements/ transactions entered into by the Company
during the financial year with the related parties are on arm's length basis and in the
ordinary course of business. During the financial year, there was no material contracts or
arrangements entered into by the Company with any of the related party. Your Directors
draw attention of the members to Note to the financial statement, which contain
particulars with respect to related parties. The policy on dealing with the related party
transactions as approved by the Board of Directors is disclosed on the website of the
Company.
Particulars of contracts or arrangement with related parties referred
to in section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is
appended as (Annexure I) to the Board Report.
24. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
Your Directors inform the members that with the objective of pursuing
the business in a fair and transparent manner by adopting the highest standards of
professionalism, honesty, integrity and ethical behavior and to encourage and protect the
employees who wish to raise and report their genuine concerns about any unethical
behavior, actual or suspected fraud or violation of Company's Code of Conduct, the Company
has adopted a Whistle Blower Policy. The policy has been disclosed on the website of the
Company
25. SUBSIDIARY, ASSOCIATES OR JOINT VENTURE
In accordance with Section 129(3) of the Act, a statement containing
salient features of the financial statements of the subsidiary companies in Form AOC-1 is
provided as part of the consolidated financial statement. Hence, a separate report on the
performance and financial position of each of the subsidiaries and joint venture companies
is not repeated here for the sake of brevity. This includes highlights of performance of
Wholly Owned Subsidiary viz. 'Libas Designs FZE LLC' of the Company.
During the year under review, no company has ceased to be
subsidiary/joint venture or associate of the Company during FY21.
26. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration committee has put in a place the policy
on board diversity for appointment of directors taking into consideration qualification
and wide experience of the directors in the field of banking, finance, regulatory,
administration, legal, commercial vehicle segment apart from compliance of legal
requirements of the company. The company has laid down remuneration criteria for
directors, key managerial personnel and other employees in the Nomination and Remuneration
Committee.
The policy, inter-alia includes criteria for determining
qualifications, positive attributes, independence of a director, and expertise and
experience required for appointment of directors, KMP and senior management.
The Policy is also available on company's website:
www.libasdesignsltd.com
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)
In accordance with the Listing regulations, the Management Discussion
and Analysis report which forms part of the annual Report.
28. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Company has in place adequate internal financial control systems,
commensurate with the size, scale and complexity of its operations. The Company has
appropriate policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the company's policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, the timely preparation of reliable financial information. During the
year under review, the Company has not come across any incidence of fraud. The internal
auditor monitors and evaluates the efficacy and adequacy of internal control systems in
the Company. Based on the report of the internal auditor, the respective departments
undertake corrective action in their respective areas and thereby strengthen the controls.
29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS OPERATIONS
DURING THE YEAR UNDER REVIEW
There were no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status of the company and its
operations during the year under review.
30. MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes & commitments affecting the financial
position of the company which have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the report.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION, REDRESSAL) ACT, 2011
Your Company endeavors to provide a harmonious working environment for
female employees and has adopted a policy which provides for protection against sexual
harassment of women at work place and for prevention and redressal of such complaints.
During the year, no such complaints were received.
No. of complaints filed during the financial year: NIL
No. of complaints disposed of during the financial year: Nil
No. of complaints pending as on end of the financial year: Nil
32. COMMITTEES OF BOARD
Currently, the board has three committees:
1. Audit Committee,
2. Nomination and Remuneration Committee,
3. Stakeholder Relationship Committee,
A detailed note on board composition and its committees is provided in
the Corporate Governance report (Annexure-III).
33. RISK MANAGEMENT POLICY
The Company has adopted the risk management policy which aimed at
creating and protecting shareholders value by minimizing threats and losses and
identifying and maximizing opportunities. Your Directors periodically review the risks
associated with the business or which threaten the prospects of the Company
34. CODE OF CONDUCTAND PREVENTION OF INSIDER TRADING
In compliance with the SEBI regulation on Code of Conduct for
Regulating, Monitoring & Reporting Trading by Insiders, the Company has instituted a
comprehensive code of conduct for its management staff. The Code lays down guidelines,
which advises them on procedures to be followed and disclosures to be made, while dealing
with shares of Libas and cautions them on consequences of violations. The policy has been
formulated to regulate, monitor and ensure reporting of deals by employees and to maintain
the ethical standards of dealing in company securities.
The insider trading policy of the company covering code of practices
and procedures for fair disclosures of unpublished price sensitive information and code of
conduct for the prevention of insider trading is available on our website:
www.libasdesignsltd.com.
33. INVESTORS' RELATION AND GRIEVANCES
During the Year under review, the Company has not received any
Complaint/ Grievance from the Investors of the Company. The Company has a dedicated e-mail
address cs@libas.co.in for communication with the Investors. Further, a section for
Investors, with details of the Annual Reports, Financial Statements, Communications to
Stock Exchanges and other necessary information is available on the website of the Company
on www.libasdesignsltd.com. The Company is registered on the website of SEBI
Complaint Redressal System (SCORES).
34. PARTICULARS OF EMPLOYEES
The details of the Remuneration drawn by the Whole Time Executive
Directors and Managing Director and Independent Directors are stated in the Corporate
Governance Report (Annexure- II), other information required under section 197 of the
Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Report. Details pertaining to Remuneration as
required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as
part of this Report.
35. CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The information pursuant to section 134(3) (m) of the Companies Act,
2013 read with Companies (Accounts) Rules, 2014 is as follows:
a. The company has no activity involving conservation of energy or
technology absorption.
b. There is no foreign exchange earnings and outgo.
36. CORPORATE SOCIAL RESPONSIBILITY
Since Section 135 of Companies Act' 2013 and Rules made there under is
not applicable, hence no meeting were conducted during the year.
37. HUMAN RESOURCES MANAGEMENT
Your Company recognizes that people play a key role in gaining
competitive advantage in our industry. Your Company is focused on creating the right
working environment for our people to excel.
Your Company will continue to work towards improving all aspects of our
people practices to be counted among the Great Places to Work.
The key pillars of success at Libas Consumer Products Limited from a
Human Capital perspective are:
Ensuring we have the right people in every role
Driving scalable processes to enhance ROI
Creating a culture of learning and Execution
Human Resources plan was executed in line with the target set at the
beginning of the year.
38. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There were no frauds as reported by the Statutory Auditors under
sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under
other than those which are reportable to the Central Government.
39. ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank Customers, Members,
Suppliers, Bankers, Business Partners/Associates, Central and State Governments for their
consistent support and cooperation extended to the Company. We also acknowledge the
significant contribution made by the employees by their dedication and hard work and trust
reposed on us. We look forward to have the same support in our endeavor to help the
Company to grow faster.
For and On Behalf of the Board of Libas Consumer Products
Limited |
|
Reshma Riyaz Ganji |
Nishant Mahimtura |
Managing Director |
Chairman cum Director |
DIN: 07576582 |
DIN: 02000572 |
Mumbai |
Mumbai |
August 12, 2022 |
August 12, 2022 |
|