The Directors have pleasure in presenting the 24th Annual Report of theTT
 Company together with the Audited Annual Accounts for the financial
 year ended 31st March, 2010.
 
 In addition to Audited Annual Accounts for the financial year ended
 31st March, 2010, your Company has also presented its consolidated 
 financial statements after considering the annual audited results of its
 subsidiaries namely Liberty Retail Revolutions Ltd. and 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:
 
 The highlights of the financial statements are as under:-
 
                                                         (Rs In Lacs)
 
 Particulars                                  2009-10        2008-09
 
 Gross Sales                                 26611.48       24752.66
 
     ExporT                                   3795.46        3751.43
 
     Domestic                                22816.02       21001.23
 
 Less: Excise Duty                             544.62         708.28
 
 Net Sales                                   26066.86       24044.37
 
 Other Income                                   73.46         140.79
 
 Profit before Interest and Depreciation      2464.13        2609.18
 
     Interest                                  852.71         221.04
 
     Depreciation                              679.25         659.46
 
 Profit before taxation                        932.15         728.68
 
 Provision for Taxation & Deferred tax
 liability                                    (35.06)        (25.84)
 
 Profit after tax                              967.21         754.52
 
     Add / (Less): Previous year Adjustment   (46.90)         (2.43)
 
 Net Profit for the year                       920.31         752.09
 
 Add: Opening Balance                         3438.69        3286.60
 
 Profit Available for Appropriation(s)        4359.00        4038.69
 
 Transfer to General Reserve                   600.00         600.00
 
 Surplus carried to Balance Sheet             3759.00        3438.69
 
 Review of the operations of the Company:
 
 Your Company, as reported earlier, has been going through with the
 implementation of a complete turnaround strategy to reinforce and
 strengthen its marketing segments, its supply chain management and its
 working capital efficiencies. Your Directors have pleasure in informing
 that the strategic changes have started showing positive results, which
 though not completely according to estimates but nevertheless
 improvement is happening.
 
 Your Company has achieved a turnover of Rs26611.48 Lacs (Previous Year
 Rs24752.66 Lacs) and registered a growth of 28.19% in its Net Profits
 of Rs 967.21 for the financial year 2009-10 as against the previous
 financial years Net Profits of Rs,754.52.
 
 The number of pairs produced and sold during the year under review has
 increased endorsing Libertys potential and penetration in the growing
 footwear market. The wholesale & retail segments have been
 strengthened with the addition of new distributors and new exclusive
 franchisees to the existing set up. To facilitate and to achieve better
 customer services, significant improvements have been made in planning
 & logistics efficiencies as well. The thrust was to improve service
 levels to ensure availability of Companys products at all points in
 its supply chain. In order to improve working capital efficiencies,
 stringent measures have been adopted, which resulted in improved
 inventories and receivables.
 
 During the year under consideration, your Company has continued its
 thrust towards delivering best quality and ensuring customers delight.
 This was supplemented by the Companys qualitative initiatives at
 different levels. Your Company in order to achieve a competitive
 advantage has also invested substantially in Information Technology and
 successfully established a transaction mechanism which would be
 implemented at all Franchise Stores pan India, and will also be rolled
 over with all other channel partners of the Company.
 
 In view of the ongoing strategic developments, Your Directors are
 hopeful of further improvement in the performance of the Company in the
 years to come.
 
 Awards / Recognition:
 
 Your Company, during the year under consideration, has been conferred
 with the Elite Membership by the World Confederation of Business,
 Texas, USA in recognition of its distinguished successful business
 model. This Confederation is a renowned international organization,
 which encourages business development worldwide and recognizing
 Companys growth along with business leaders in each country.
 
 During the year, Liberty has also been recognized by Department of
 Industrial Policy & Promotion, Ministry of Commerce and Industry,
 Government of India for its initiatives towards technology up gradation
 and modernization.
 
 Corporate Social Responsibility:
 
 Liberty has always been conscious about its responsibilities towards
 the society and environment.  Whenever any opportunity comes across,
 Liberty has never hesitated to provide the necessary assistance to the
 needy. During the year under review, Liberty took pride in associating
 itself with the Nation for felicitating the winners of National Bravery
 Awards. Besides, Liberty, considering its duty and commitment to the
 Nation, has also decided to participate in the relief operations at
 recent flash flood at Leh by distributing shoes to the affected people.
 
 Liberty, in order to create green and better environment has also made
 environmental arrangement with an Infrastructural Environment Company
 for treatment and disposal of hazardous wastes generated at its plants
 at Haryana.
 
 Subsidiary Companies and Joint Venture:
 
 Liberty Retail Revolutions Ltd. (LRRL), Retail Subsidiary
 
 Despite the competition and low profit margins in the Indian Retail
 Industry, LRRLs performance during the year under consideration has
 been satisfactory and noteworthy as it has achieved a turnover of Rs
 3513.82 Lacs with a growth of 39% as against the previous year. LRRL is
 optimistic about the changing trends expected in the retail sector
 being accompanied by the conception of customers brand consciousness.
 Poised with strong brand recognition, LRRL has expanded its retail
 presence to 92 stores as against 49 in the previous year.
 
 LRRL, in order to capitalize the booming Indian Retail Industry
 potential, has also decided to further expand its existing business
 network. LRRL has raised Rs500.00 Lacs from your Company during the
 year 2009-10 by issuing 5,00,000 Zero % Fully Convertible Debentures to
 the Company.
 
 Your Company holds 99,96,150 Equity Shares constituting 93.86% stake in
 its Retail Subsidiary.
 
 Liberty Foot Fashion Middle East FIE (LFF), Overseas Subsidiary
 
 Due to unforeseen recession in Dubais economy, LFF has not formalized
 any sustainable project to commence its business activities in accordance 
 with the plans conceived initially. However, with progressive approach 
 of regulatory bodies, LFF expects to explore the right opportunities in 
 Footwear Industry through UAE for commencing operations shortly.
 
 Your Company till 31st March, 2010 has invested a sum of Rs 250.58 Lacs
 (Previous Year Rs 248.62 Lacs) in LFF.
 
 Foot Mart Retail India Limited (FMRIL), Joint Venture (JV)
 
 The Members are informed earlier that Liberty was contemplating to
 divest its stake from the JV besides working on its restructuring.
 However during the year, both the partners Pantaloon and Liberty could
 not reformulate any feasible business model for JV. Liberty, as planned
 earlier, has divested its stake in the JV to Geofin Investments Pvt.
 Ltd. at its stated value.
 
 At present, Liberty does not hold any stake in the JV and the financial
 results of JV have not been considered for presenting the consolidated
 financial statements of the Company for the financial year ended 31st
 March, 2010.
 
 Exemption from attaching the Annual Accounts of the Subsidiary
 Companies
 
 The Company has made an application to the Central Government for
 seeking the exemption under Section 212(8) of the Companies Act, 1956
 from attaching a copy of the Balance Sheet, Profit & Loss Account,
 Reports of Directors and Auditors of the Subsidiary Companies. In terms
 of approval granted by the Central Government vide its Order No. 47 /
 606 / 2010 CL - III dated 18th June, 2010, the copy of Balance Sheet,
 Profit & Loss Account, Reports of Directors and Auditors of the two
 Subsidiary Companies have not been attached with the Balance Sheet of
 the Company. However, these documents shall be made available to the
 shareholders of the Company and of Subsidiary Companies at any working
 day from 10.00 A.M. till 6.00 PM. The Annual Accounts of the Subsidiary
 Companies are open for inspection by any investor at the Registered
 Office of the Company and of the Subsidiary Companies. Any shareholder
 of the Company, who wishes to obtain a copy of the said Annual Accounts
 of the Subsidiary Companies, may send a request in writing to the
 Company Secretary at the Registered Office of the Company so that the
 needful can be done.
 
 However, a statement containing the brief financial details of the
 Subsidiary Companies for the financial year ended 31st March, 2010 are
 included in the financial statements of the Company as required under
 the provisions of Section 212 of the Companies Act,1956. Besides, the
 details of the accounts of Subsidiary Companies are also available on
 the website of the Company i.e. www.libertyshoes.com. Further, the
 Consolidated Financial Statements pursuant to the Accounting
 Standard(s) 21 and 27 as issued by Institute of Chartered Accountants
 of India and Clause 32 of Listing Agreement, presented by the Company
 elsewhere in the Annual Report include the financial results of its
 subsidiaries.
 
 Appropriations:
 
 Dividend
 
 Keeping in consideration the financial requirements and to further
 consolidate the financial resources, your Directors do not recommend
 any dividend on Equity Shares Capital of the Company to the
 shareholders for the financial year ended 31st March, 2010.
 
 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 320.31
 Lacs (Previous Year Rs152.10 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, 2010, the 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.
 
 Risk Management:
 
 Proper procedures for risk assessment and minimization thereof have
 been laid down by the Management of the Company in accordance with the
 Companys exposure to the all type of business risks involved in the
 operations of the Company. Moreover, the same were periodically
 reviewed by the Management of the Company in order to ensure the
 adequate control over the business risks, if any, faced by the Company.
 
 Buy Back of Equity Shares:
 
 The Company has not undertaken any exercise to buy back its Equity
 Shares from the shareholders during the year under review.
 
 Public Deposit(s):
 
 In terms of the provisions of Section 58A of the Companies Act, 1956
 read with Companies (Acceptance of Deposit) Rules, 1975, the Company
 has not accepted any public deposits during the year under
 consideration.
 
 Board of Directors:
 
 Re-appointment of Executive Directors
 
 Having regard to the past contributions of Sh. Adesh Kumar Gupta, Sh.
 Adarsh Gupta & Sh. Shammi Bansal towards the Company and for further
 strengthening of its operations, the Board of Directors of the Company
 have proposed to re-appoint Sh. Adesh Kumar Gupta as Chief Executive
 Officer and Sh. Adarsh Gupta & Sh. Shammi Bansal as Executive Directors
 in their Meeting held on 12th August, 2010, subject to the approval of
 the Members of the Company. The remuneration payable to the Executive
 Directors has also been approved by the Remuneration Committee of the
 Board at its Meeting held on 12th August, 2010.
 
 Retirement by rotation
 
 Sh. Shammi Bansal, Executive Director, Sh. Siddharth Sanghi and Sh.
 Amitabh Taneja, Independent Directors of the Company retire by rotation
 in pursuance of the provisions of Section 256 of the Companies Act,
 1956 and being eligible offer themselves for the re-appointment at the
 ensuing Annual General Meeting.
 
 A brief profile alongwith the necessary details of Directors seeking
 appointment / re-appointment thereof has been provided elsewhere in the
 Annual Report as required under Clause 49 of the Listing Agreement
 entered into with Stock Exchanges.
 
 Directors Responsibility Statement:
 
 Pursuant to section 217(2AA) of the Companies Act 1956, the Directors
 to the best of their knowledge and belief confirm that:
 
 i) in preparation of the Annual Accounts as on 31st March 2010, of the
 Company, the applicable Accounting Standards have been followed along
 with the proper explanation relating to 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 profits of the
 Company for that period;
 
 iii) they have taken proper and sufficient care for maintenance of
 adequate accounting records with in the provisions of the Companies
 Act, 1956 and for safeguarding the assets of the Company and for
 preventing and detecting frauds and other irregularities;
 
 iv) they have prepared the annual accounts on a going concern basis.
 
 Recommendation / Observation of Audit Committee:
 
 All the recommendations / observations of the Audit Committee, which
 were placed before the Board during the financial year ended 31st
 March, 2010 in respect of any matter pertaining to the financial
 management or any other matter related thereto, were duly accepted by
 the Board of Directors of the Company.
 
 Statutory Auditors and their Report:
 
 M/s Pardeep Tayal & Co., Chartered Accountants, the Statutory Auditors
 of the Company retires at the conclusion of the ensuing Annual General
 Meeting and has confirmed their eligibility for re- appointment.
 
 The Board has 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 the Annual
 Report.
 
 Cost Auditors:
 
 M/s K. L. Jaisingh & Co., Cost Accountants, have been appointed as the
 Cost Auditors of the Company for conducting the Cost Audit for the
 financial year 2010-11 as required under Section 233B of the Companies
 Act, 1956 and the requisite approval of the Central Government has also
 been obtained in respect of the said appointment.
 
 Particulars of Employees:
 
 During the year, no employee, whether employed for the whole or part of
 the year, was drawing remuneration exceeding the limits mentioned under
 Section 217(2A) of the Companies Act, 1956 and Rules framed there
 under.
 
 Conservation of Energy and Technology Absorption and Foreign Exchange
 earnings and outgo:
 
 Information in accordance with the provisions of Section 217(1)(e) of
 the Companies Act, 1956 read with Companies (Disclosure of particulars
 in the Report of Board of Directors) Rules, 1988 in relation to
 conservation of energy and technology absorption and Foreign Exchange
 Earnings and Outgo is given in the Annexure A forming part of this
 report.
 
 Management Discussion and Analysis Report:
 
 In terms of provisions of Clause 49(IV)(F) of Listing Agreement with
 Stock Exchanges, a Management Discussion and Analysis Report, clearly
 stating the required matters in respect of the relevant industrial
 trends, developments, risks etc., have been attached to this report.
 
 Corporate Governance Report:
 
 In accordance with the provisions under the Clause 49 of Listing
 Agreement and as amended by the SEBI from time to time, the Board of
 Directors have prepared the Corporate Governance Report detailing the
 compliance report of Corporate Governance. Accordingly, a separate
 section on Corporate Governance alognwith Statutory Auditors
 certificate confirming the compliance is annexed and 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 Bombay Stock Exchange Ltd. (BSE).
 
 Acknowledgements:
 
 Your Directors would like to express their appreciation and gratitude
 for the assistance and continuous support provided by the Stakeholders,
 Bankers, Channel Partners, Govt. Department(s) and all other business
 constituents.
 
 Your Directors also acknowledge the efforts of its employee at all
 levels for their hard work, dedication and commitment towards the
 Company, which has enabled the Company to accomplish its objectives
 accompanied by full customer satisfaction and enhanced stakeholders
 value.
 
 
                             For and on behalf of the Board of Directors
 
 
 
 Place: New Delhi                          Adesh Kumar Gupta
 
 Date: Thursday, 12th August, 2010         Chairman of the Meeting