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Libas Consumer Products Ltd.

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Series: EQ | ISIN: INE908V01012 | SECTOR: Miscellaneous

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Annual Report

For Year :
2018

Director’s Report

The Directors are pleased to present before you the Board Report for the Company, for the financial year ended 31st March, 2018.

1. FINANCIAL PERFORMANCE

The financial highlights of the Company for the year ended March 31, 2018 are presented below:-

Particulars

For the year ended 31.03.2018 (Rs.)

For the year ended 31.03.2017 (Rs.)

Revenue from operations

44,08,06,877

24,09,96,237

Other income

73,61,386

15,50,202

Gross Income

44,81,68,263

24,25,46,439

Expenses

40,74,23,679

22,63,85,001

Profit/(Loss) before Tax

4,07,44,584

1,61,61,438

Less: Current Tax

1,15,00,000

57,78,075.00

Less: Deferred tax

1,33,778

-

Net Profit for the year

2,91,10,806

1,03,83,363

2. OPERATIONS AND FUTURE OUTLOOK OF THE COMPANY

During the year under review the Profit before taxation stood at Rs. 40,744,584/- as against Rs. 1,61,61,438/-in the previous year and Profit available for appropriation after providing for taxation stands at Rs. 29,110,806/- as against Rs. 10,383,363/- in the previous period.

Your company continued to focus on new client acquisition along with deepening the existing ones.

3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors are optimistic about company''s business and hopeful of better performance with increased revenue in coming year. There was no change in the nature of business of Company. During the year under review, Company has opened shops in Pune and New Delhi respectively, a new showroom opened in Lucknow, Uttar pradesh and a mega store opened at Ghatkopar, Mumbai.

The Company also awarded with India''s No-1 Ethnic Fashion Brand and Asia''s Most Trusted Brand Award, 2017. The Company and its Board is striving its best in order to maintain its growth and business in the coming years''.

4. SHARE CAPITAL STRUCTURE OF THE COMPANY

The Paid up Equity share capital of the company as on 31st March, 2018 is 7,50,00,000/-.

Share Capital

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.

5. DIVIDEND

Your Directors have considered it financially prudent in the long-term interests of the Company to not declare dividend for current year.

6. TRANSFER TO RESERVES

The Company transferred Rs. 2,91,10,806/- to Reserves and Surplus account during the financial year ending 31st March 2018.

7. 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.

8. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA) notified its phase-wise roadmap for the adoption of Indian Accounting Standards (Ind AS), converged with the International Financial Reporting Standards (IFRS) vide its notification dated February 16, 2015, announcing the Companies (Indian Accounting Standards) Rules, 2015, for the application of IND AS. Accordingly, your Company has adopted Ind AS with effect from 1st April, 2018.

Your Company believes in highest standards of Corporate Governance and recognizes that Financial Statements are an important source of information to the Shareholders and other Stakeholders.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors comprise of eminent, experienced and reputed Individuals of the Industry. During the Year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending Meetings of the Company.

The Composition of the Board& Key Managerial Personnel is as follows:

Name of the Director

DIN No. / PAN No.

Date of Appointment

Date of Cessation

Designation

NISHANT

MITRASEN

MAHIMTURA

02000572

10/11/2004

N.A.

Director & CFO (Chairman)

RIYAZ EQBAL GANJI

02236203

10/11/2004

N.A.

Whole Time Director

RESHMA RIYAZ GANJI

07576582

26/07/2016

N.A.

Managing Director

ANAND

DEVIDAS

TAGGARSI

06959365

21/09/2016

N.A.

Independent

Director

VIVEK

PADMANABH

KAMATH

07239860

21/09/2016

N.A.

Independent

Director

REEMA DEEPAK VARDE

07604537

21/09/2016

N.A.

Independent

Director

GOVIND RAO

BIHPR7895E

21/09/2016

N.A.

Company Secretary & Compliance Officer

In accordance with the provisions of section 152(6) of the Companies Act, 2013 and Companies Articles of Association Mr. Riyaz Ganji and Mr. Nishant Mitrasen Mahimtura is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, to offer themselves for reappointment by stating their 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.

The disclosures pertaining to the Equity Shares held and the Remuneration received by the Directors and Key Managerial Personnel''s during the Financial Year 2017-18 are disclosed in (MGT-9 as ANNEXURE-III) which forms a part of this Report.

10. Listing Fee

Your Company made it landmark move by entering into the NSE emerge platform on 09thJanuary, 2017. The share of the Company has been listed on NSE-Emerge, the Emerge Platform of the National Stock Exchange of India Limited, by way of public issue of equity shares.

Accordingly, post listing the Annual Reports has been prepared in accordance with all the applicable provisions and disclosure required of the Companies Act, 2013 and provisions of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 as applicable to SME listed entity.

The Company has paid the applicable listing fee to the Stock Exchange (NSE-Emerge, the SME Platform of the National Stock Exchange of India Limited).

11. 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. D. A. Kamat & Co., Practicing Company Secretaries as Secretarial Auditors of the Company for the Financial Year 2017-2018, to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report in form MR-3 (Annexure II) is presented separately and forms part of this report.

Further in respect of the comments / observation made by secretarial Auditor, The Board of Directors have taken note of the some and are undertaking necessary steps to ensure due compliance of the provision of companies Act, 2013, and other specially applicable laws therein

12. Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and the rules framed there under M/s. Jain Jagawat Kamdar & Co., Chartered Accountants, Mumbai (Firm Registration No. 122530W) appointed as the statutory Auditor of the Company from the 13thAnnual General meeting held on 28th September 2017 to the Annual General Meeting to be held in the year 2022.

The Statutory Audit Report (Annexure VII) is presented separately and forms part of this report.

13. Auditor’s Report

The Notes to Accounts referred to in the Auditor''s report are self-explanatory and do not require any further comments.

14. Internal Auditor

Pursuant to the provisions of Section 138 and any other applicable provisions of the Companies Act, 2013 and the rules made there under M/s. V. A. Mishra & Associates, Chartered Accountant (Registration No. 106435W) appointed as an Internal Auditor of the Company for the Financial Year 2017-18.

15. Reply to the comments in the Auditors’ Report and Secretarial Auditor’s Report

There is no Qualification, Reservation or Adverse remark in the Statutory Audit Report and Secretarial Auditor''s Report for the Financial Year 2017-18.

16. 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;

17. Declaration by Independent directors:

The board has received the declaration from all the Independent directors as per the Section 149(7) of the Companies Act, 2013 and the board is satisfied that all the Independent directors meet the criteria of independence as mentioned in section 149(6) of the Companies Act, 2013.

18. 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 V) 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.

19. Performance evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, during the year under review, the Board has carried out an annual performance evaluation of its own performance, and that of its Committees and individual directors. Manner in which such formal annual evaluation was made by the Board is given below:

Directors were approved by the Board at its meeting Based on the said criteria, rating sheets were filled by each of the directors towards the end of the year with regard to evaluation of performance of the Board, its Committees and Directors (except for the director being evaluated) for the year under review. A consolidated summary of the ratings given by each of the directors was then prepared, based on which a report of performance valuation was prepared by the Chairman in respect of the performance of the Board, its Committees and Directors during the year under review. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and Board at their meetings held on 30th August, 2017.

20. 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.

21. 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.

22. Extract of Annual Return

The details forming part of the extract of the annual return in the form MGT-9 is annexed to this report as (Annexure-II).

23. Particulars of loans, guarantees or investments under Section 186 of the Act

During the year under review, the Company has not given any loans, made any investments or given guarantees on any loans, which fall within the purview of the provisions of Section 186 of the Companies Act, 2013 and hence, there are no disclosures required to be made thereof.

24. Related party transactions

All related party transactions (RPTs), which were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business and were also material RPTs under regulation 23 of the SEBI Listing Regulations, 2015.

During the year under review as required under section 177 of the Companies Act, 2013 and regulation 23 of the SEBI Listing Regulations, 2015, all RPTs were placed before Audit Committee for approval. A statement showing the disclosure of transactions with related parties as required under is set out separately in this Annual Report.

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.

There were no materials transactions entered into with related parties, during the year under review, which may have had any potential conflict with the interests of the Company. As per provisions of the regulation 23 of the SEBI Listing Regulations, 2015, the company is exempt to formulate a Policy on materiality of RPTs and also on dealing with related party transactions.

25. Whistle Blower Policy/ Vigil Mechanism

The company has framed a Whistle Blower Policy/ Vigil Mechanism providing a mechanism under which an employee/ director of the company may report violation of personnel policies of the company, unethical behavior, suspected or actual fraud, violation of code of conduct. The vigil Mechanism ensures standard of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy/ Vigil Mechanism is uploaded on the Company''s website: www.libasfashion.com.

26. Subsidiary, Associates or Joint Venture

The company does not have any Subsidiary, Associate Company or Joint Ventures at the end of the financial year 2017-18.

27. 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 Nomination and Remuneration Policy is attached herewith as (Annexure-IV) is available on company''s website: www.libasfashion.com.

28. 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 is attached herewith as (Annexure-VI ) to this report.

29. Internal Financial Control and Its Adequacy

The board has adopted 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 disclosures.

30. Details of 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

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.

31. 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.

32. Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition, Redressal) Act, 2011

There were no complaints received by the Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2011 during the year under review.

33. Committees of Board

Currently, the board has five committees: The Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Investment Committee and Executive Committee. A detailed note on board composition and its committees is provided in the Corporate Governance report.(Annexure-V).

34. Risk Management Policy

The Board of Directors has reviewed the Risk Assessment and Minimization Procedures as per Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, in Board Meeting of every Quarter for the Financial Year 2016-17. There are no material risks, which in the opinion of the Management affect the continuity and existence of the business.

35. Code of Conduct and Prevention of Insider Trading.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated Employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with Stakeholders.

The Board of Director has adopted the insider trading policy in accordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The insider trading policy of the company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the company, as well as consequences of violation. 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.libasfashion.com.

36. 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.infor 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.libasfashion.comFurther, the Company is registered on the website of SEBI Complaint Redressal System (SCORES).

37. Particulars of Employees

There are no Employees drawing Remuneration of Rs. 8,50,000 (Rupees Eight Lakhs Fifty Thousand) per month or Rs.1,02,00,000/- (Rupees One Crore Two Lakhs) and above per annum during the Year under review. 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-V), 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.

38. 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.

39. 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.

40. Acknowledgements

The Board of Directors places on record its gratitude to the government and regulatory authorities for their support and guidance. The Board acknowledges the support of Shareholders and also places on record its sincere thanks to its valued clients and partners for their continued patronage. The Board also expresses its deep sense of appreciation to all employees and officers for their excellent performance, professionalism, team work, commitment and initiative, which has led to the company making commendable progress in a challenging business environment.

For and On Behalf of the Board

sd/- sd/-

RESHMA RIYAZ GANJI NISHANT MITRASEN MAHIMTURA

Managing Director Director & CFO

DIN: 07576582 DIN: 02000572

Place: Mumbai Place: Mumbai

Date: 06/09/2018 Date: 06/09/2018

Director’s Report