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Liberty Shoes Directors Report, Liberty Shoes Reports by Directors
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Liberty Shoes

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Directors Report Year End : Mar '15    « Mar 14
Dear Shareholders,
 
 The Directors have pleasure in presenting the 29th Annual Report of
 the Company together with the Audited Annual Accounts for the financial
 year ended 31st March, 2015.
 
 In addition to the Audited Annual Accounts for the financial year ended
 31st March, 2015, your Company has also presented its consolidated
 financial statements after considering the Audited Annual results of
 its overseas wholly owned subsidiary Liberty Foot Fashion Middle East
 FZE in accordance with the requirements of the applicable Accounting
 Standards and provisions of the Listing Agreement with the Stock
 Exchanges.
 
 Financial Highlights (Standalone):
 
 The highlights of the financial statements are as under:-
 
                                                       (Rs. In Lacs)
 Particulars                                2014-15        2013-14
 
 Gross Sales                              54,646.16      50,060.20
 
 Less: Excise Duty                         2,257.15       1,711.33
 
 Net Sales                                52,389.01      48,348.87
 
 Add: Other Income                           228.30          75.93
 
 Revenue from Operations and Other Income 52,617.31      48,424.79
 
 Profit before Depreciation, Finance 
 Costs and Tax                             4,420.43       4,148.54
 
 Less: Finance Costs                       1,606.68       1,607.27
 
 Less: Depreciation & Amortisation         1,242.38       1,106.57
 
 Profit Before Exceptional Items           1,571.37       1,434.71
 
 Less: Exceptional Items                      71.34          19.72
 
 Profit Before Tax Expense                 1,500.03       1,414.99
 
 Less: Tax Expenses                        (206.17)          75.54
 
 Net Profit for the year                   1,706.20       1,339.45
 
 Proposed Dividend (Including Provision 
 for Corporate Dividend Tax)                 307.93         299.04
 
 Review of the operations of the Company:
 
 Your Company, during the year under consideration continuing with its
 focus on strengthening its front end operations, has achieved Gross
 Sales of Rs.5,46,46.16 Lacs as against of Rs.50060.20 Lacs in the previous
 year. Your Company for the year under consideration achieved a Net
 Profits of Rs.1706.20 Lacs which was 27% higher than the Net Profits of
 Rs.1339.45 Lacs earned in the previous corresponding year
 
 The domestic sales have increased by over 9% whereas exports have grown
 by around 8% as compared to their performance in the corresponding
 previous year. Your Company, in its continuous efforts to better its
 position in the footwear market has further improved its merchandising
 range and quality which has resulted in over 9% growth in number of
 pairs sold by the Company during the year under consideration.
 
 In terms of geographical presence, though North India still contributes
 a significant portion in Domestic Sales but Sales in South India, where
 Company has been focusing for last few years, has also witnessed a
 notable growth in the year under consideration. In future, besides
 strengthening these two zones, the Company has plans to increase its
 presence in other potential areas also.
 
 The members are aware that Your Company had arrangements with M/s.
 Liberty Enterprises (LE) and Liberty Group Marketing Division (LGMD),
 the two partnership firms of the Group in which few of the directors
 and their relatives are interested, for the exclusive use of their
 manufacturing facilities and fixed assets, trademarks & distribution
 networks valid till March 31, 2015. The members were also informed
 earlier that considering the enduring benefits of unlocking the
 shareholders'' value by acquiring the said tangible and intangible
 assets of these two firms, your Company had proposed the acquisition of
 the assets from the aforesaid firm(s).
 
 In pursuance of the Company''s earlier proposal, Your Company has
 executed a Memorandum of Understanding (MOU) with the above two
 Partnership firms on March 31, 2015 for acquisition of their respective
 business of footwear. In terms of the said MOU, the related
 transactions are to be completed, as per the mode/ structure to be
 recommended by the consultants, on or before March 31, 2016 but with
 retrospective effect from April 1, 2015 subject to the approval of the
 shareholders and the requisite statutory approvals required, if any
 Your Directors have also pleasure in informing that M/s CARE Ltd., the
 accredited rating agency has awarded A- (Pronounced as Single A(-)
 rating to the Company''s credit facilities wherein the outlook of the
 rating has been stated as having adequate degree of safety regarding
 timely servicing of financial obligation. This has helped Company to
 avail favorable terms from its bankers for its various banking
 facilities.
 
 Your Directors, have been mentioning that footwear has a tremendous
 potential in domestic as well as in the overseas markets because of its
 inherent strength. Your Directors would continue to strive its efforts
 to exploit this potential and with improvement in the present economic
 scenario and new strategies in place, your Directors foresee a better
 opportunity to increase its foot print and emerge as a stalwart
 in the growing footwear markets.
 
 Awards and Recognition
 
 Your Directors are pleased to inform that your Company has been awarded
 with various prestigious awards and recognitions during the year under
 consideration amongst those, Awards received from Admired Brand of
 Asia, Admired Leader of Asia, CII Innovation Award and quality &
 excellence in IT operations are the prominent one besides receiving of
 recognitions by leading business and industrial magazines/news papers.
 
 Subsidiary Company & Consolidated financial statement:
 
 Liberty Foot Fashion Middle East FZE (LFF), Dubai (Wholly Owned
 Overseas Subsidiary)
 
 The Wholly Owned Overseas Subsidiary of the Company M/s Liberty Foot
 Fashion Middle East FZE (LFF), Dubai has not yet started its operation
 and has incurred nominal routine expenses during the year under
 consideration which has been accounted while consolidating its
 financial statements with the Company. Your Company till 31st March,
 2015 has invested a sum of Rs.302.42 Lacs (Previous Year Rs.302.42 Lacs) in
 LFF as its capital contribution. The financial results of LFF have been
 consolidated with the Company in compliance with AS-21 of the
 Accounting Standard issued by the Institute of Chartered Accountants of
 India.
 
 As required under the Listing Agreements entered into with the Stock
 Exchanges, Consolidated financial statements of the Company and its
 subsidiary Company is attached. The consolidated financial statements
 have been prepared in accordance with the relevant accounting standards
 as prescribed under section 129 of the Companies Act, 2013.
 
 The consolidated financial statements disclose the assets, liabilities,
 income, expenses and other details of the Company and its subsidiary
 
 Pursuant to provisions of Section 129(3) of the Act, a statement
 containing salient features of the financial statements of the
 Company''s wholly owned subsidiary are given in Annexure I in Form AOC-1
 and the same forms part of this report.
 
 Pursuant to the provisions of section 136 of the Act, the financial
 statements of the Company, consolidated financial statements along with
 relevant documents and separate audited accounts in respect of wholly
 owned subsidiary, are available on the website of the Company. The
 annual accounts of the wholly owned subsidiary and the related
 information will be made available to any member of the Company/its
 wholly owned subsidiary seeking such information and are available for
 inspection by any member of the Company/ its wholly owned subsidiary at
 the Registered Office of the Company.
 
 Appropriations:
 
 Dividend
 
 Your Directors have recommended a dividend of Rs.1.50/- per Equity Share
 on Rs.17,04,00,000 Equity Share Capital (i.e. 15% on equity share of
 Rs.10/- each) for the financial year ended 31st March, 2015 for the
 payment to the shareholders subject to the approval of the members at
 the ensuing Annual General Meeting. The total outflow on equity
 dividend including corporate tax on dividend for the year ended 31st
 March, 2015 will be Rs.307.93 Lacs as against Rs.299.04 Lacs paid last
 year. The dividend, if approved at the ensuing Annual General Meeting
 of the Company will be payable to those shareholders whose names appear
 on the Company''s register of members as at the end of business hours of
 Tuesday, 22nd September, 2015. In respect of shares held in
 dematerialized form, the dividend shall be payable on the basis of
 beneficial ownership as at the end of business hours of Tuesday, 22nd
 September, 2015 as per the details furnished by National Securities
 Depositories Ltd./Central Depositories Services (India) Ltd.  for the
 purpose, as on that date.
 
 Transfer to Reserves
 
 Your Directors proposed to transfer Rs.600.00 Lacs (Previous Year Rs.600.00
 Lacs) to the General Reserves out of the profits available with the
 Company for appropriations. Accordingly, an amount of Rs.138.94 Lacs
 (Previous Year Rs.440.41 Lacs) has been proposed to be retained in the
 Profit & Loss Account of the Company.
 
 Employees Stock Option Scheme(s)
 
 During the year ended 31st March, 2015, your Company has not floated
 any scheme in relation to Employees Stock Option(s) and no such further
 plans have been initiated at present in this regard.
 
 Familiarization Program
 
 In order to encourage active participation of Independent Directors and
 in order to understand the business environment, your Company has been
 familiarizing the Independent Directors on its Board with detailed
 presentations by its business functional heads on the Company
 operations, strategic business plans, new products and technologies,
 including significant aspects of the Industry and its future outlook.
 Once appointed, the Non Executive & Independent Directors undergo the
 familiarization program of the Company. The Non Executive & Independent
 Directors are also provided with financial results, internal audit
 findings and other specific documents as sought for from time to time.
 They are also made aware of the various policies and code of conduct
 and business ethics adopted by the Board. Details of familiarization
 program extended to the Non- executive & Independent Directors during
 the year are disclosed on the Company website viz.
 www.libertyshoes.com.
 
 Nomination & Remuneration Policy
 
 The Board of Directors of your Company has, on the recommendation of
 the Nomination and Remuneration Committee, framed and adopted a policy
 for selection, appointment and remuneration of Directors & Senior
 Management Personnel. The contents of the policy and evaluation
 criteria are stated in the corporate Governance Report. The above
 Nomination and Remuneration Policy is set out in Annexure II of this
 Report. The Policy is also available on the website of the Company
 
 i.e. www.libertyshoes.com.
 
 Risk Management Policy & Risk Management
 
 The Management of the Company has always been consciously reviewing its
 business operations in accordance with set rules and procedure and if
 any deviation or risk is found, remedial and effective steps are being
 taken to minimize the deviation and risk. In line with the provisions
 of Section 134 (3) (n) of the Companies Act, 2013 and Clause 49 of the
 Listing Agreement, the Company has developed a Risk Management Policy
 to build and establish the process and procedure for Identifying,
 assessing, quantifying, minimized, mitigating and managing the
 associated risk at early stage.  Policy is aimed to develop an approach
 to make assessment and management of the risks in financial,
 operational and project based areas in timely manner. The main
 objectives of the Risk Management Policy is inter-alia, to ensure that
 all the current and future material risk exposures of the Company are
 identified, assessed, quantified, appropriately mitigated, minimized
 and managed, to protect the brand value through strategic control and
 operational policies and to enable compliance with appropriate
 regulations wherever applicable, through the adoption of best
 practices. The Board of Directors of the Company assesses several types
 of risks which include Business Environment Risks, Strategic Business
 Risks, and Operational Risks etc.  The Board of Directors periodically
 reviews and evaluates the risk management system of the Company so that
 the management controls the risks through properly defined networks.
 Head of the Departments are responsible for implementation of the risk
 management system as may be applicable to their respective areas of
 functioning and report to the Board and Audit Committee. No risks
 threatening the existence of the organization have been identified.
 However, there are other risks against which adequate mitigation plans
 are prepared.
 
 Whistle Blower Policy (Vigil Mechanism)
 
 As per the provisions of Section 177 (9) & (10) of the Companies Act,
 2013, Your Company has an effective mechanism of reporting illegal or
 unethical behaviour. The Company has a Whistle Blower Policy (vigil
 mechanism) wherein the directors, employees, consultants and
 contractors are free to report violations of laws, rules and
 regulations or unethical conducts, actual or suspected fraud or
 violation of the Company''s code of conduct or ethics policy to the
 nodal officer. The confidentiality of those reporting violations etc.
 is maintained and they are not subjected to any discriminatory
 practice. The concern can be reported by sending an e-mail message at
 the dedicated address viz.  ethicscounselllors@libertyshoes.com.
 Individuals can also raise their concerns directly to the CEO or the
 Chairman of the Audit Committee of the Company. The Ethics Committee
 comprises of four members including CEO & Executive Director, CFO &
 Company Secretary, Internal Auditor and a senior functional head. The
 committee is authorised by the Board of Directors of the Company for
 the purpose of receiving all complaints under the policy and in
 ensuring appropriate action. Any allegation that fall within the scope
 of the concerns identified are investigated and dealt with
 appropriately. The ethics counsellors periodically submit the report on
 complaints received, if any and the action taken to the Audit
 Committee. During the year under consideration, no Individual was
 denied access to the Audit Committee. The details of establishment of
 Vigil mechanism/ Whistle Blower Policy of the Company are available at
 the website of the Company viz. www.libertyshoes.com.
 
 Buy Back of Equity Shares:
 
 Your Company has not undertaken any exercise to buy back its Equity
 Shares from the shareholders during the year under review.
 
 Public Deposit(s):
 
 The Company has not accepted/renewed any public deposits and as such,
 no amount on account of principal or interest on deposits from public
 was outstanding as on date of the balance sheet.
 
 Board of Directors and Key Managerial Personnel:
 
 Retirement by rotation of the Directors
 
 Sh. Shammi Bansal and Sh. Sunil Bansal, Directors of the Company,
 
 retire by rotation in pursuance of the provisions of Section 152 of the
 Companies Act, 2013 and being eligible offer themselves for the re-
 appointment at the ensuing Annual General Meeting.
 
 Re-appointement(s) of office of Directors
 
 Sh. Adesh Kumar Gupta, CEO & Executive Director, Sh. Adarsh Gupta and
 Sh. Shammi Bansal, Executive Director(s), whose period of office has
 come to an end on 31st March, 2015. The Board of Directors, in their
 meeting held on 29th May, 2015, have approved their re- appointment for
 further period of 3 years w.e.f. 1st April, 2015, subject to the
 approval of the members.
 
 A brief profile along with the necessary details of Directors seeking
 their re-appointment thereof has been provided in the Annexure-A of the
 Annexure to the Notice of the Annual General Meeting as required under
 Clause 49 of the Listing Agreement entered into with Stock Exchange(s).
 
 Appointment(s) and Cessation of office of Directors
 
 (a) Appointment of Smt. Lovelena Mody as Women Director
 
 Smt. Lovelena Mody is a renowned Business personality and actively
 participates in State level CII activities. She is having a vast
 experience of hospitality sectors. Pursuant to Section 149 and other
 applicable provisions of the Companies Act, 2013 and SEBI guidelines,
 the Board of Directors in their meeting held on 23rd January, 2015
 appointed Smt. Lovelena Mody as Women Director. Smt. Mody was appointed
 as additional director in terms of the provisions of Section 161 of the
 Companies Act, 2013 to hold the office up to the date of this Annual
 General Meeting. Accordingly, her office is coming to an end on the
 date of forthcoming Annual General Meeting. Considering her profile,
 qualification, experience, independent relationship with the management
 of the Company and in compliance with the above provisions and the
 rules made there under and the requirements of the above provisions of
 the Companies Act, 2013 and SEBI guidelines, the Board of Directors in
 their meeting held on 29th May, 2015 proposed the appointment of Smt.
 Mody as Independent Director of the Company for a period of 3 (three)
 years w.e.f. 29th September, 2015 to 28th September, 2018, subject to
 the approval of the members.
 
 (b) Appointment of Sh. Ashok Kumar as Executive Director
 
 Sh. Ashok Kumar is a Law Graduate and has been advising the Company on
 various legal matters of the Company for last several years. Sh. Ashok
 Kumar was appointed as Additional Director of the Company w.e.f. 23rd
 January, 2015 to hold the office up to the date of this Annual General
 Meeting. Accordingly, his office is coming to an end on the date of
 forthcoming Annual General Meeting and the Board of Directors,
 considering his experience, qualification and valuable contribution in
 the Company, in their meeting held on 29th May, 2015 proposed his
 appointment as Director of the Company liable to retire by rotation and
 further as Executive Director for a period of 3 years w.e.f. 1st June,
 2015 to 31st May, 2018, subject to the approval of the members.
 
 A brief profile along with the necessary details of Directors seeking
 their appointment/ re-appointment thereof has been provided in the
 Annexure-A of the Annexure to the Notice of the Annual General Meeting
 as required under Clause 49 of the Listing Agreement entered into with
 Stock Exchange(s).
 
 c) Cessation of office of Sh. Satish Kumar Goel, Director of the
 Company due to resignation
 
 Sh. Satish Kumar Goel, Non-Executive Director of the Company due to his
 pre-occupation has resigned from the position of Directorship of the
 Company w.e.f. 29th May, 2015. The Board members acknowledged the
 valuable services rendered by Sh. Satish Kumar Goel during his tenure
 as Director of the Company and expressed its appreciation and gratitude
 for the same.
 
 Key Managerial Personnel
 
 The following persons are the Key Managerial Personnel (KMPs) of the
 Company as per the provisions of the Companies Act, 2013 (the Act) and
 were already in office before the commencement of the Act:-
 
 Sh. Adesh Kumar Gupta - CEO & Executive Director
 
 Sh. Adarsh Gupta - Executive Director
 
 Sh. Shammi Bansal - Executive Director
 
 Sh. Sunil Bansal - Executive Director
 
 Sh. Adeesh Kumar Gupta - Executive Director
 
 Sh. Munish Kakra - Company Secretary
 
 After commencement of the Act, Sh. Munish Kakra was appointed as Chief
 Financial Officer (CFO) of the Company during the year under
 consideration.
 
 Subject to the approval of the members, Sh. Ashok Kumar was appointed
 as Executive Director of the Company w.e.f. 1st June, 2015.  None of
 the above KMPs has resigned during the year under consideration.
 
 Number of meetings of the board
 
 Six meetings of the board were held during the year. Details of the
 board meetings held during the year, has been given in Corporate
 Governance Report.
 
 Annual Evaluation of Directors and Board as a whole
 
 The board of directors has carried out an annual evaluation of its own
 performance, Board committees and individual directors pursuant to the
 provisions of the Act and the corporate governance requirements as
 prescribed by Securities and Exchange Board of India (SEBI) under
 Clause 49 of the Listing Agreements (Clause 49).
 
 The performance of the Board was evaluated by the Board after seeking
 inputs from all the directors on the basis of the criteria such as the
 Board composition and structure, effectiveness of board processes,
 information and functioning, etc.
 
 The performance of the committees was evaluated by the board after
 seeking inputs from the committee members on the basis of the criteria
 such as the composition of committees, effectiveness of committee
 meetings, etc.
 
 The Board and the Nomination and Remuneration Committee (NRC)
 reviewed the performance of the individual directors on the basis of
 the criteria such as the contribution of the individual director to the
 Board and committee meetings like preparedness on the issues to be
 discussed, meaningful and constructive contribution and inputs in
 meetings, etc. In addition, the Chairman was also evaluated on the key
 aspects of his role.
 
 The performance evaluation as carried out by the Board of Directors,
 Nomination and Remuneration committee and Independent Directors at
 their respective meetings were based on Feed-back form received from
 Directors. Feed-back form carried a structured questionnaire prepared
 after taking in to consideration various aspects of the Board''s
 functioning and submit their report accordingly.
 
 The basis of the report submitted by the Board of Directors, Nomination
 and Remuneration committee and Independent Directors in regard to
 performance evaluation of Independent Directors, Board, Committee and
 other individual Directors evaluate its own performance and of its
 committees and of the Independent Directors as per the provisions of
 Section 134 (3) (p) and Clause VIII of schedule IV of the Companies
 Act, 2013. The said reports were discussed in the board meeting that
 followed the meeting of the independent Directors, at which the
 performance of the Board, its committees and individual directors was
 also discussed.
 
 The Directors expressed their satisfaction with the entire performance
 of evaluation process.
 
 Events Subsequent to the Date of Financial Statements
 
 As per the provisions of Section 134 (3) (1) of the Companies Act,
 2013, no material changes or commitments affecting the financial
 position have been occured between the end of financial year of the
 Company to which the financial statements relates to the date of the
 report.
 
 Change in the nature of Business, if any There was no change in the
 nature of business of the Company during the year under review.
 
 Internal financial control systems and their adequacy
 
 Liberty''s internal financial controls are adequate and operate
 effectively and ensure orderly and efficient conduct of its business
 including adherence to its policies, safeguard its assets, prevent and
 detect frauds and errors, maintain accuracy and completeness of its
 accounting records and further enable it in timely preparation of
 reliable financial information. During the year, such controls were
 tested and no reportable material weakness in the design or operation
 was observed.
 
 The Company has in place a strong and independent Internal Audit
 Department which is responsible for assessing and improving the
 effectiveness of internal financial control and governance. To maintain
 its objectivity and independence, the Internal Audit function reports
 to the Chairman of the Audit Committee.
 
 Declaration by Independent Directors
 
 The Company has received necessary declarations from each independent
 director under Section 149(7) of the Companies Act, 2013, that she/he
 meets the criteria of independence laid down in Section 149 (6) of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement.
 
 Directors'' Responsibility statement
 
 Pursuant to Section 134 (3) (c) of the Companies Act, 2013, yours
 directors, to the best of their knowledge and their belief, confirm
 that:
 
 i. in the preparation of the annual accounts, the applicable accounting
 standards have been followed and there are no material departures;
 
 ii. they 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 of the
 Company for that period;
 
 iii. they have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Act for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities;
 
 iv. they have prepared the annual accounts on a going concern basis;
 
 v. they have laid down internal financial controls to be followed by
 the Company and such internal financial controls are adequate and
 operating effectively;
 
 vi. they have devised proper systems to ensure compliance with the
 provisions of all applicable laws and that such systems were adequate
 and operating effectively.
 
 Based on the framework of internal financial controls and compliance
 systems established and maintained by the Company, work performed by
 the internal, statutory and secretarial auditors and external
 consultants and the reviews performed by management and the relevant
 board committees, including the audit committee, the board is of the
 opinion that the Company''s internal financial controls were adequate
 and effective during the financial year 2014-15.
 
 Audit Committee and their Recommendations/ Observations
 
 The details pertaining to composition of Audit Committee are included
 in the Corporate Governance Report, which forms part of this report.
 The recommendations/observations of the Audit Committee placed before
 the Board during the financial year ended 31st March, 2015 in respect
 of matters pertaining to the financial management or any other matter
 related thereto, were considered and duly accepted by the Board of
 Directors of the Company.
 
 Statutory Auditors and their Report
 
 Pursuant to the provisions of Section 139 of the Companies Act, 2013
 and the Rules framed thereunder, M/s Pardeep Tayal & Co., Chartered
 Accountants, were appointed as the Statutory Auditors of the Company
 from the conclusion of the Twenty Eight (28th) Annual General Meeting
 held on 29th September, 2014 till the conclusion of the Thirty First
 (31st) Annual General Meeting of the Company to be held in the year
 2017, subject to the ratification of their appointment by the Members
 of the Company in their every Annual General Meeting.
 
 Your Company''s Directors have examined the Statutory Auditors'' Report
 on Annual Accounts of the Company and observed that no reservation,
 qualification or adverse remark was made by the Statutory Auditors in
 their Report and their clarifications, wherever necessary, have been
 included in the Notes to the Accounts section as mentioned elsewhere in
 this Annual Report.
 
 Secretarial Auditors and their Report
 
 Your Directors have appointed M/s Sanjay Grover & Associates, a
 Practicing Company Secretaries, in accordance with the provisions of
 Section 204 read with Section 179 of the Companies Act, 2013 and
 
 rule 8 of the Companies (Meetings of Board and its Powers), Rules, 2014
 for the financial year 2014-15 for conducting the Audit of secretarial
 records of the Company and issue their report.
 
 The Secretarial Audit Report in respect of secretarial records of the
 Company for the Financial Year ended March 31, 2015 has been submitted
 by M/s Sanjay Grover & Associates and taken on record by the Board of
 Directors of the Company. The Board members have examined the above
 said report and observed that there is no reservation, qualification
 and adverse remark was made by the Secretarial Auditors except emphasis
 on unspent amount on CSR activities as required pursuant to section 135
 of the Act and Composition of Board of Directors in terms of clause 49
 of the Listing Agreement. The Board of Directors have given reason of
 unspent amount on CSR activities in the Section Annul Return on CSR
 Activities forming part of this report as Annexure V. As on date of
 this report, the Requirements of clause 49 of the Listing Agreement
 with regard to the Composition of Board of Directors have been complied
 with.
 
 Internal Auditors and their Report
 
 Your Directors have appointed M/s Rakesh Kanwar & Co. Karnal, Haryana,
 Chartered Accountants, in accordance with terms of the provisions of
 Section 138 read with Section 179 of the Companies Act, 2013 and rule 8
 of the Companies (Meetings of Board and its Powers), Rules, 2014 and
 rule 13 of the Companies (Accounts) Rules, 2014 for the financial year
 2014-15 for conducting the Internal Audit of the books of accounts and
 Internal Control system of the Company and to issue their report.
 
 The Internal Audit Report in respect of books of accounts and Internal
 Control system of the Company for the Financial Year ended March 31st,
 2015 has been submitted by M/s Rakesh Kanwar & Co. Karnal, Haryana,
 Chartered Accountants which has been duly considered and requisite
 actions were taken by the Audit Committee and reports thereon also
 taken on record by the Board of Directors of the Company. The Board
 members have examined the above said report and observed that there is
 no reservation, qualification and adverse remark was made by the
 Internal Auditors.
 
 Particulars of loans, guarantees and investments
 
 As per the provisions of Section 186 (4) read with Rule 11 of the
 Companies (Meetings of Board and its Powers) Rules, 2014 Company has
 not granted any loan, Guarantee or made any investments during the year
 under review.
 
 Significant and material regulatory orders
 
 During the year under consideration, there are no significant and
 material orders passed by the regulators or courts or tribunals
 impacting the going concern status and Company''s operations in future.
 
 Transactions with Related Parties
 
 During the year 2014-15, all transactions entered by the Company with
 Related Parties as defined under the Companies Act, 2013, Rules made
 thereunder and revised clause 49 of the Listing Agreement with Stock
 Exchanges, were in the Ordinary Course of Business and at Arm''s Length
 basis. The Audit Committee granted omnibus approval for the
 transactions (which are repetitive in nature) and the same was reviewed
 by the Audit Committee and the Board of Directors. During the year
 under consideration, the Audit Committee and Board of Directors granted
 their approval for other transactions not repetitive in nature with the
 related parties in terms of section 188 of the Companies Act, 2013 and
 rules made thereunder. Your Company does not have a material unlisted
 subsidiary. There were no materially significant transactions with
 Related Parties during the financial year 2014-15 which were in
 conflict with the interest of the Company. Your Company did not have
 any related party transactions which required prior approval of the
 Shareholders. However, the Company has been doing transactions for last
 many years in respect of payment of Royalty/ Franchise fees to few of
 the related parties after obtaining the prior approval of shareholders
 and Central Government under the provisions of the Companies Act, 1956.
 All the related party transactions have been disclosed in the Notes to
 the financial statements as required under AS-18.
 
 The Board had approved and adopted policies on Related Party
 Transactions which have been uploaded on the Company''s website
 www.libertyshoes.com under the investors relations section.
 Particulars of Employees
 
 The information required under Section 197 of the Companies Act, 2013
 read with rule 5(1) of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014 are given in Annexure III and the
 same forms part of this report.
 
 During the financial year 2014-15, no employee, whether employed for
 whole or part of the year, was drawing remuneration exceeding the
 limits mentioned under Section 197(12) of the Act read with Rule 5(2)
 of the Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014.
 
 Extract of Annual Return
 
 As provided under Section 92(3) of the Companies Act, 2013, the extract
 of annual return is given in Annexure IV in the prescribed Form MGT-9,
 which forms part of this report.
 
 Corporate Social Responsibility (CSR)
 
 Liberty has always initiated the activities for the development of
 Society at large to help the needy and poor people like every year. The
 Company, as its social initiative, has focused on providing the medical
 facilities to the local community at Karnal, donations for development
 of roads and footpaths at Karnal, providing skill enhancement training
 to local people and promoting sports by sponsoring programmes at
 district level.
 
 The brief outline of the Corporate Social Responsibility (CSR) Policy
 of the Company and the initiatives undertaken by the Company on CSR
 activities during the year under consideration are set out in Annexure
 V of this report in the format prescribed in the Companies (Corporate
 Social Responsibility Policy) Rules, 2014. The policy is also available
 on the website of the Company.
 
 Disclosure under the Sexual harassment of Women at Workplace
 (Prevention, Prohibition and Redressal) Act, 2013.
 
 Your Company has always believed in providing a safe and harassment
 free workplace for every individual working in Liberty''s premises
 through various interventions and practices. The Company always
 endeavors to create and provide an environment that is free from
 discrimination and harassment including sexual harassment.
 
 The Company has in place a robust policy on prevention of sexual
 harassment at workplace. The policy aims at prevention of harassment of
 employees as well as contractors and lays down the guidelines for
 identification, reporting and prevention of sexual harassment. There is
 an Internal Complaints Committee which is responsible for redressal of
 complaints related to sexual harassment and follows the guidelines
 provided in the policy. The said Committee has its presence at
 corporate office as well as at plants.
 
 During the year ended 31st March, 2015, the Committee did not receive
 any complaint pertaining to sexual harassment.
 
 Disclosure requirements
 
 As per Clause 49 of the listing agreements entered into with the stock
 exchanges, Corporate Governance Report with Auditors'' certificate
 thereon and Management Discussion and Analysis Report are attached,
 which form part of this report.
 
 Details of the familiarization program of the Independent Directors are
 available on the website of the Company (URL:
 www.libertyshoes.com/investors).
 
 Policy on dealing with related party transactions is available on the
 website of the Company (URL: www.libertyshoes.com/investors).
 
 The Company has formulated and published a Whistle Blower Policy to
 provide Vigil Mechanism for employees including directors of the
 Company to report genuine concerns. The provisions of this policy are
 in line with the provisions of the Section 177(9) of the Act and the
 revised Clause 49 of the Listing Agreements with stock exchanges (URL:
 www.libertyshoes.com/ investors).
 
 Conservation of Energy and Technology Absorption and Foreign Exchange
 Earnings and outgo:
 
 Information in accordance with the provisions of Section 134 (1) (m) of
 the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 in
 relation to conservation of Energy and Technology Absorption and
 Foreign Exchange Earnings and Outgo is given in the Annexure VI,
 which forms part of this report.
 
 Outstanding Share Capital and its Listing:
 
 Your Company has outstanding Share Capital of Rs.17,04,00,000/- (Previous
 Year Rs.17,04,00,000/-) consisting of 1,70,40,000 (Previous Year
 1,70,40,000) Equity Shares of Rs.10/- each and these Equity Shares are
 presently listed and available for trading at National Stock Exchange
 of India Ltd. (NSE) and BSE Ltd. (BSE).  Acknowledgements:
 
 Your Directors place on record their sincere appreciation for the
 cooperation and support received from the shareholders, Bankers,
 Channel Partners and the Government Authorities.
 
 Your Directors also place on record their deep appreciation to the
 employees at all levels for their hard work and dedication.
 
                         For and on behalf of the Board of Directors
 
                                    Adesh Kumar Gupta
                                Chairman of the Meeting
 Place: New Delhi 
 Dated: Friday, 29th May, 2015
 
Source : Dion Global Solutions Limited
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