To The Members,
Libas Consumer Products Limited,
Your Directors are pleased to present before you the 21st Boards' Report for
the Company, for the financial year ended March 31, 2025.
1. FINANCIAL PERFORMANCE
The financial highlights (standalone) of the Company for the year ended March 31, 2024
are presented below:-
( in lakh)
Particulars |
March 31, 2025 |
March 31, 2024 |
Revenue from operations |
5,493.93 |
4,037.48 |
Other income |
28.53 |
705.54 |
Gross Income |
5,522.46 |
4,743.02 |
Expenses |
5,650.82 |
4,728.87 |
Profit/(Loss) before Tax |
(128.36) |
14.15 |
Less: Tax |
29.18 |
3.56 |
Net Profit for the year |
-157.44 |
10.12 |
2. FINANCIAL HIGHLIGHTS
The key highlights of the Company's performance based on the Standalone accounts as on
March 31, 2025 are reflected as under:
Net Worth: During the FY under review, the Net Worth of the Company stood at 50.40
crore as compared to 51.98 crore for the previous FY, a decrease of 3.040%.
Book Value of Shares: The Book Value of equity shares stood at 19.13 as compared to
19.73 for the previous FY.
Current Ratio: As on March 31, 2025 the Current Ratio was 2.16 as compared to 2.91 as
of March 31, 2024.
Debt: Total debt of the Company was 13.81 crore in FY 2024-25 as companied to 14.74
crore in FY 2023-24, decreased of INR 0.93 crore.
Net Profit Margin (%): The Net Profit Margin for FY 2024-25 was -2.87% as compared to
FY
2023-24 at 0.25%.
3. OPERATIONS AND FUTURE OUTLOOK OF THE COMPANY
During the year under review, the loss stood at 157.44 lakh as against profit of 10.12
lakh 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 INR 28 crore and Paid-up Equity Share
Capital was INR 26.34 crore of the Company. There was no change in 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.
D) Private Placement/Preferential Allotment/Right Issue of Shares
Your Company had not issued shares on Private Placement of Preferential allotment basis
or right issue.
E) Bonus Issue
Your Company had not issued shares as bonus shares.
6. DIVIDEND
Your Directors have not recommended Dividend for the year.
7. TRANSFER TO RESERVES
The Directors has not transferred amount to General Reserves during the financial year
ending March 31, 2025.
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 2017-18, as there was no
dividend declared during the FY 2017-18.
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, 2023 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 |
Designation |
Category |
Date of Appointment |
Mr. Riyaz Ganji |
02236203 |
Managing Director |
Promoter Executive |
10/11/2004 |
Mr. Nishant Mahimtura |
02000572 |
Wholetime Director |
Promoter Executive |
10/11/2004 |
Mr. Aman Ganji |
08297512 |
Director |
Promoter Non - Executive |
08/04/2025 |
Mr. Ashish Dubey |
07604537 |
Independent Director |
Non-Executive Independent |
18/06/2020 |
Mrs. Kalpana Kumari* |
08659377 |
Independent Director |
Non-Executive Independent |
28/12/2022 |
Ms. Bhumisha Dadwani* |
10555283 |
Independent Director |
Non-Executive Independent |
25/10/2024 |
Resigned with effect from closure of business hours on August 14, 2025 and appointed
Mr. Diwakar Unikrishna Menon and Mrs. Supriya Ramdas with effect from opening of business
hours on August 15, 2025.
The disclosures pertaining to the Equity Shares held and the Remuneration received by
the Directors and Key Managerial Personnel's during the Financial Year 2024-25 are
disclosed in MGT-7 at link https://riyazgangjilibasconsumerproductltd.com/investors.php
Changes in the Board
1. Mr. Rishi Sharma (DIN: 09453815) resigned from the post of Independent
Director with effect from September 28, 2024.
2. Ms. Bhumisha Dadwani (DIN: 10555283) was appointed as an Additional
Independent Director of the company with effect from October 25, 2024.
3. Appointment of Ms. Bhumisha Dadwani (DIN: 10555283) was regularized by the
members through postal ballot concluded on January 2, 2025.
4. Mrs. Reshma Ganji resigned from the post of Managing Director of the company
with effect from March 31, 2025.
5. Mr. Aman Ganji (DIN: 08297512) was appointed as an additional non-executive
director of the company with effect from April 9, 2025.
6. Appointment of Mr. Aman Ganji (DIN: 08297512) was regularized by the members
through postal ballot concluded on June 25, 2025.
7. Designation of Mr. Riyaz Ganji was changed from Joint Managing Director to
Managing Director by the members through postal ballot concluded on June 25, 2025.
8. Mr. Ashish Dubey was re-appointed as an Independent Director for 2nd
(second) term of 5 (five) years by the members through postal ballot concluded on June 25,
2025.
9. Ms. Bhumisha Dadwani (DIN: 10555283) and Mrs. Kalpana Kumari (DIN: 08659377)
resigned from the post of Independent Directors of the company with effect from August 14,
2025. 10.The Board in their meeting held on August 14, 2025, had appointed Mr. Diwakar
Unnikrishna Menon (DIN: 03213387) and Mrs. Supriya Ramdas (DIN: 11240178) as an additional
non-executive Independent Directors of the company with effect from August 15, 2025.
11.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.
Nishant Mahimtura 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
1. Mrs. Pooja Hindia resigned from the post of Company Secretary &
Compliance Officer of the Company with effect from April 30, 2025.
2. Ms. Anjali Barot was appointed as Company Secretary & Compliance Officer
of the Company with effect from June 12, 2025.
12. LISTING FEE
The Company made delay in payment of the applicable listing fee to the National Stock
Exchange of India Limited for the Financial Year 2024-25.
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 LLP, Company Secretaries as Secretarial Auditors of
the Company for the Financial Year 2024-25, 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
M/s Choudhary Choudhary & Co., Chartered Accountants (FRN.: 002910C) resigned from
the post of Statutory Auditor of the company with effect from August 14, 2025 and
appointed M/s J. N. Mittal & Co., Chartered Accountants (FRN: 003587N) Statutory
Auditor of the company with effect from August 15, 2025, subject to the approval of
members in ensuing annual general meeting. The Auditor's Report to the shareholders on
standalone and consolidated financials for the year ended March 31, 2025 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 self-explanatory and do not require any further
comments.
iii. Internal Auditor
M/s Sabadra & Associates, Chartered Accountants continues as Internal Auditor of
the Company during the year.
14. REPLY TO THE COMMENTS IN THE AUDITORS' REPORT AND SECRETARIAL
AUDITOR'S REPORT Auditors' Report
Sl. No. Qualification |
Management's Reply |
1. Significant deficiencies in Inventory |
During last 2 financial year management Is |
Management: During the course of our audit, we observed Significant
deficiencies in the Company's inventory management system. In our opinion, the inventory
is overstated by 1,187.30 lakhs, comprising obsolete stock of 700.84 lakhs. overvaluation
of 167.94 lakhs, and stock shortages of R318.52 lakhs. Consequently, the profit for the
period is also overstated by the same amount. |
aware of mismanagement of inventory due to closure of Delhi Branch,
Juhu Branch and Borivali Branch and return of goods without barcoding. The management is
refurbishing all the stock for further utilizations. The management has tie-ups with
various TV serial directors to use the old refurbished cloths for costume in the serials.
The impact of arrangement will be visible from July month onwards. |
| 2. Loan agreement not obtained: Loan agreements for Short Term Loans
and Advances given to various parties (Asset) for a total amount of Rs 884.27 lakhs were
not provided. Out of these loans given, certain parties' amounting Rs, 298.59 lakhs, there
have been no receipts from these parties in last 2 financial years. In the absence of any
agreement and balance confirmations from these parties and in view of no receipts from
these parties in past 2 years, we are of the opinion that loans and advances aggregating
Rs 298.59 lakhs may not be recoverable by the company. Assets are over stated in the
balance sheet to this extent. |
The management will not obsolete the goods instead utilized the
same for furtherance of business. Loans given to Employees and third parties are fully
recoverable, the management has take initiative to collect the old loans and advance
Management is quite sure to collect the total amount in near future. The above advance
given to various parties prior to Covid period and they were facing financial issues and
therefore the collection was delayed. Management was able to recover around 8 Crores
during FY 2024-25. |
3. Interest on Loans given not recognized: Interest income on the
loans aggregating to Rs 632.92 lacs, given by the company has not been recognized in the
books. In the absence of any loan agreement, we are unable to guantify the interest income
not booked by the company. |
The advance given to various parties for material hence no
agreements were prepared. Few COVid affected parties were unpaid. We can not charge
interest on advance for material still we are negotiating with parties to collect the
interest on overdue advance. |
Interest income of Rs 12.71 lacs has been booked against loans
amounting to 172.35 lacs, however there has not been any realization of this interest
during the year and basis of income booked is not provided. |
|
4. Doubtful Recoverability of Lone-Outstandinp Irade Receivables:
As at the balance sheet date, the Company is carrying trade receivables aggregating to
198.11 lakhs which have remained outstanding without any recovery or movement for a period
exceeding two financial years. In the absence of subsequent collections, corroborative
evidence, or adequate impairment assessment, we are unable to obtain sufficient
appropriate audit evidence regarding the recoverability of these receivables. In our view,
the recoverability of these balances is doubtful, and no provision has been recognized in
the financial statements. Consequently, the carrying value of trade receivables and the
profit for the year are overstated to this extent. |
The Long outstanding Debtors include receivable from various
parties of different branches. Due to closure of branches the collections were delayed.
Management is putting all efforts to collect the amount. |
5. Unsubstantiated Trade Payables: The Company has reported trade
payables amounting to 176.64 lakhs, which have not exhibited any movement or settlement
for over two financial years. We were not provided with sufficient documentation,
including confirmations or other supporting cvidence, to validate the existence and
completeness of these liabilities. As a result, we are unable to determine the accuracy
and completeness of the trade payables reported in the financial statements. |
As far as Trade Payable is concern, it is highly impractical to get
confirmation from each party. The Auditor has received confirmation from some parties
directly in to their mails. The Amount is coming from previous years and hence fully
substantiated by audited financials. |
6. Internal Control Processes are not commensurate with the size of
the business. |
Company delayed the payment on account of certain issues in the
product supplied by those parties. It is the duty of management to approve payment for
supply which meet the quality standards. Hence the argument of Auditor towards non payment
is very general and not acceptable to Management. |
|
As far as internal control process is concern, each payment from
the bank account is personally verified by the concerned Director and properly under
control of management. As far as stock is concern, we already accepted the loopholes and
took remedial action to control the same. |
7. Discrepancy in Inventory Valuation between Financial Records and
Stock Statement Submitted to Bank: During the coursc of audit, it was notcd that the valuc
of inventory reported in the financial statements as on 31st March 2025 amounts to
22196.99 Lacs as per the company's books (Tally and Iinancials). Howcver, the stock
statement submitted lo the bank for tlhe same date reflects a valuce of 2028.00 lacs. This
results in a discrepancy of 168.99 lacs between the two reportcd figures. In the absence
of reconciliatorv documentation or justification for the differential valuation, we are
unable to verify the accuracy and completeness of the inventory records. Such a
significant difference raises concerns over the reliability of the inventory valuation
prcsented in the financial statements and may impact the true and fair view of the
financial position of the company. |
As far as Inventory submission to bank is concern, the statement
submitted to bank is as per the agreed loan terms and conditions after removing the old
stock and hence the difference /s there in both the statement. |
1. As per the SEBI (LODR) Regulations, 2015, there was delay in
payment of Annual Listing fees with NSE for FY 2024-25. |
The management took note. |
2. As per the SEBI (LODR) Regulations, 2015, the company was
required to submit annual audited financial results for the year ended March 31, 2024 on
or before May 30, 2024 with NSE. However, the company submitted the same on June 1, 2024.
It was delayed by 2 days. |
There was delay in preparation of financial results which led to
delay in submission within prescribed regulations. |
3. As per the SEBI (LODR) Regulations, 2015, the company was
required to submit half yearly results for the period ended September 30, 2024 on or
before November 14, 2024. However, the company submitted the same on November 19, 2024. It
was delayed by 4 days. |
As CFO of the company was hospitalized, the financial results could
not prepared and submitted within the timeline prescribed under the regulations. |
15. 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.
16. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
Regular interactions are held between statutory and internal auditors and independent
directors. Monthly /quarterly updates on relevant statutory, regulatory changes are
circulated to the Directors. The Directors were also informed of key developments in the
Company.
Learning and development sessions for Independent Directors are conducted, as may be
required on relevant business topics. The internal newsletters of the Company, the press
releases, news in media about the Company are circulated to all the Directors so that they
are updated about the operations of the Company. Programmes/ activities are merged with
the Board/Committee meetings to suit the convenience of Directors.
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. It was observed that Mrs. Reshma
Ganji, Managing Director of the Company is not attending office and not engaging herself
in business affairs of the Company.
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. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
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. There was a
dispute going on between Mrs. Reshma Ganji, Managing Director and Mr. Nishant Mahimtura,
Wholetime Director/Mr. Riyaz Ganji, Managing Director. She had filed an application the
National Company Law Tribunal (NCLT), Mumbai under Section 241 and 242 read with Section
244 of the Companies Act, 2013 for oppression and mismanagement.
The NCLT, Mumbai on June 13, 2025 pronounced the order in favour of the company and
disposed off the application filed by Mrs. Reshma Ganji.
22. ANNUAL RETURN
In accordance with the Companies Act, 2013, the Annual Return in the prescribed format
is available at www.riyazgangjilibasconsumerproductltd.com
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE ACT
During the year under review, the Company remain invested in its wholly owned
subsidiary Libas Consumer Products FZE LLC, in the UAE. The details have been mentioned in
the financial statement with respect to the same.
24. 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.
25. 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
26. 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
Annexure -II. This includes highlights of performance of Wholly Owned Subsidiary viz.
‘Libas Consumer Products FZE LLC' of the Company. During the year under review, no
company has ceased to be subsidiary/joint venture or associate of the Company.
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 Policy is also available on company's website.
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.
29. 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.
30. 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
The NCLT, Mumbai on June 13, 2025 pronounced the order in favour of the company and
disposed off the application filed by Mrs. Reshma Ganji under section 241 and 242 read
with section 244 of the Companies Act, 2013.
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
Except mentioned in this 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
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
33. 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).
34. 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
35. 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.riyazgangjilibasconsumerproductltd.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.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.riyazgangjilibasconsumerproductltd.com/investors.php. The Company is registered on the
website of SEBI Complaint Redressal System (SCORES).
37. LOAN TO DIRECTORS AND ITS RELATED ENTITIES UNDER SECTION 185 OF THE
COMPANIES ACT, 2013
The Company has given loan to directors in compliance with provisions of the Act.
38. 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.
39. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year.
40. 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.
41. 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.
42. MAINTENANCE OF COST RECORDS
Maintenance of cost records and the requirement of Cost Audit as prescribed under the
provisions of Section 148(1) of the Act, are not applicable for the business activities
carried out by the Company.
43. 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.
44. 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.
45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR
During the FY 2024-25, no proceeding has been initiated under Insolvency and Bankruptcy
Code as there was no default in payment of debt. Further, the Company has also not
initiated any proceedings against the defaulting entities.
46. 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.
47. 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.
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