Dear Shareholders,
Your Directors are presenting the 35th Annual Report of the Company together with the
Audited Financial Statements for the financial year ended 31 st March, 2021.
Financial Highlights:
The financial results under consideration have to be seen in the context of outburst of
pandemic and its severe aftermath prevailed almost throughout the year under consideraion.
The highlights of the financial statements are as under:-
(Rs. In Lakh)
| Particulars |
2020-21 |
2019-20 |
| Gross Sales |
45,596.75 |
64,954.16 |
| Add: Other Income |
252.80 |
296.28 |
| Revenue from Operations and Other Income |
45,849.55 |
65,250.44 |
| Profit before Tax Expense (PBT) |
236.19 |
1,726.84 |
| Less: Tax Expenses |
211.06 |
667.93 |
| Net Profit for the year (NP) |
25.13 |
1,058.90 |
| Other Comprehensive Income/(Loss) |
(1.42) |
40.83 |
| Total Comprehensive Income |
23.71 |
1,099.73 |
Review of the operations of the Company:
Your Company has prepared the Financial Statements for the financial year ended March
31, 2021 under Sections 129, 133 and Schedule III of the Companies Act, 2013 read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended.
During the financial year ended 31st March 2021, Liberty has recorded a turnover of
'45,596.75 Lakhs as against turnover of previous year's '64,954.16 Lakh, a constrained
decline of 30% over corresponding previous year 2020 mainly because of inevitable
disruption arisen due to outbreak of COVID-19 in early part of the financial year 2020-21
and its impact continued throughout the year under consideration. The PBDIT stood at
'5,172.27 Lakh during the year 2020-21 as compared to '6,064.56 Lakhs during the
corresponding previous year 201920. The Profit before Tax expenses stood at '236.19 Lakh
including exceptional expenses of '53.31 Lakh as compared to '1726.84 Lakhs including
Exceptional Income of '442.91 Lakh during the corresponding previous year 2019-20. The
Profit after Tax of your Company along with other Comprehensive Income (net of taxes), for
the year under consideration, has remained at meager '23.71 Lakhs as against '1,099.73
Lakhs during the corresponding previous year.
During the year under consideration, because of catastrophe, major part of the year was
under lock down including educational institutions, shopping malls, high streets and other
retail markets etc which has disordered not only Company's business but the entire global
economies. The retail and distribution segments, the two main strengths, of the Company
were stagnated during these period and your company lost the advantage of its peak
customers demand normally engendered during school season, festive season and wedding
season as footwear, being non essential items, was slipped further low in consumers
preferences. Because of this uncalled-for situation, the operations of Company's business
including its channel partners got adversely disrupted resulting to pungent relations even
to the extent of instances of bankruptcy, closure, legal disputes. Your Company, besides
loser of the perspective business, obligated to the statutory guidelines including its
policy with regard to provisioning and writing off the bad debts, has written off debts of
'1225 Lakh (Previous year '466.04 Lakh) in addition to making provisions for bad and
doubtful debts for '200.89 Lakh (Previous year '106.16 Lakh). Your Company is
contemplating to reinforce its retail channel with suitable changes in its sales policies
including stringent financial screening of the channel partners. Your Company's
institutional and on lines sales segments have registered exceptional performance and made
significant contribution to the overall operations of the company during the year under
consideration.
Your Directors apprehensive of the situation more particularly because of 2nd wave of
Covid-19 has drawn conservative business plan focusing on cost curtailment and further
improving of its efficiencies on all fronts. Your Company would continue to expand its
reach by focusing on digitalization, Online availability of its footwear through its own
website and also through major E-Com Partner like Amazon, Flipkart, Myntra etc.
Credit Rating:
During the year under review, CARE Ratings Limited, a leading rating agency, has
re-affirmed its Ratings CARE "A" (-); (single A Minus) in respect of Long Term
banking facilities (comprising Term Loan and Working Capital fund based facilities) and
CARE "A2" (+) ("A" Two Plus) in respect of Short Term banking
facilities (comprising non fund based facilities) sanctioned by the Banks to the Company.
The outlook on the Long Term rating, during the lock down period, has been assigned
negative due to Company's liquidity position to remain stretched amid loss of income and
cash flows due to lockdown.
Subsidiary Company their Performance & Consolidated financial statement:
Liberty Foot Fashion Middle East FZE (LFF), Dubai (Erstwhile Wholly Owned Overseas
Subsidiary)
The Company has discontinued its Wholly Owned Subsidiary (WOS) at Middle East and its
assets are pending for liquidation due to which no financial statements have been prepared
of this WOS. Therefore, the same has not been attached and a statement containing salient
features of the financial statements of the Company's wholly owned subsidiary has not been
provided as required under Section 129 of the Companies Act, 2013.
Appropriations:
Dividend
Your Directors, considering the financial requirement to the Company, have not
recommended any dividend for the financial year ended 31st March 2021.
Transfer to Reserves
Your Directors proposed to transfer Rs. NIL (Previous Year '300.00 Lakh) to the General
Reserves out of the profits available with the Company for appropriations. Accordingly, an
amount of 23.71 Lakh (Previous Year '799.73 Lakh) 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, 2021, 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.
Nomination and Remuneration Policy
Your Board of Directors, on the recommendation of the Nomination and Remuneration
Committee, framed and adopted a policy for identifying and recommending the selection and
appointment of Directors and KMPs of the Company and remuneration to Directors, KMPs and
other employees. The contents of the Policy and evaluation criteria have been stated in
the Corporate Governance Report. The revised Nomination and Remuneration Policy is set out
in Annexure-I of this Report. The Policy is also available on the website of the Company
i.e. www.libertyshoes.com.
Policy on Prevention of Insider Trading
Your Company has adopted a code of Conduct for Prevention of Insider Trading with a
view to regulate trading in Equity Shares of the Company by the Promoters, Directors,
Employees, designated persons and other connected persons. The said Code of Conduct is
available on the website of the Company at www.libertyshoes.com. The Code requires
pre-clearance for dealing in Company's shares and prohibits purchase or sale of shares in
your Company by the Promoters, Directors, Employees, designated persons and other
connected persons while they are in possession of unpublished price sensitive information
and also during the period when the Trading Window remains closed.
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 by them 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 programs extended to the Non Executive
& Independent Directors during the year under consideration are disclosed on the
Company website at 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, the Company
has developed a Risk Management Policy to build and establish the process and procedure
for Identifying, assessing, quantifying, minimizing, 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 type 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.
The Risk Management policy is available on the Company's website of the Company
athttp://investor.libertyshoes.com/doc/ Risk_Management_ Policy.
Whistle Blower Policy (Vigil Mechanism)
As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read
with Regulation 22 of Listing Regulations, your Company has an effective mechanism of
reporting illegal or unethical behavior. 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 mechanism followed is appropriately communicated within the Company
across all levels and has been posted on the Notice Board of the Company. 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.
ethicscounsellors@libertyshoes.com. Individuals can also raise their concerns directly
to the CEO or the Chairman of the Audit Committee of the Company. Any allegation falling
within the scope of the concerns are identified, investigated and dealt with
appropriately. The Audit Committee periodically reviews the functioning of this mechanism.
The Vigil mechanism established in the Company provides adequate safeguards against
victimization of director(s) or employee(s) or any other person who avail the mechanism.
During the year, no personnel of the Company 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.
Non-applicability of Maintenance of Cost Records:
The Central Government has not prescribed the maintenance of cost records under Section
148(1) of the Companies Act, 2013 and Rules made there under with respect to the Company's
nature of business.
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. Adesh Kumar Gupta & Sh. Ashok Kumar, Directors of the Company will be retiring
by rotation at the 35th Annual General Meeting in pursuance of the provisions of Section
152 of the Companies Act, 2013 and being eligible, have offered themselves for the
re-appointment at the 35th Annual General Meeting.
Appointment(s) and Cessation of office of Directors Appointment(s)/Re-appointment(s):
(I) The members at the 34th Annual General Meeting held on 30th September, 2020 have:
(a) Appointed Sh. Arvind Bali Kumar as Independent Director of the Company for a first
term of five consecutive years commencing from 12th November, 2019 to 11th November, 2024.
(II) On the basis of recommendation of Nomination and Remuneration Committee, the Board
of Directors of the Company in their meeting held on 12th February, 2021 have re-appointed
Sh. Adesh Kumar Gupta as CEO & Executive Director and Sh. Shammi Bansal, Sh. Sunil
Bansal, Sh. Adish Kumar Gupta and Sh. Ashok Kumar as Executive Directors for a further
period of 3 years w.e.f. 1 st April, 2021 subject to the approval of members of the
Company at the ensuing Annual General Meeting. Further, on the basis of recommendation of
Nomination and Remuneration Committee, the Board of Directors in their meeting held on
11th August, 2021 have proposed the appointment of Sh. Sanjay Bhatia, Dr. Sujata and Smt.
Nidhi Lal as Independent Directors of the Company for a first term of 3 years w.e.f. 29th
September, 2021 to 28th September, 2024. Accordingly, their candidature(s) are being
proposed in ensuing Annual General Meeting for appointment as Independent Directors of the
Company as above.
Brief profile of above Directors, nature of their expertise in specific functional
areas and names of Companies in which they hold directorships/chairmanships of Board
committees, shareholding and relationships between directors inter se as stipulated under
Companies Act, 2013, Listing Regulations and Secretarial Standards, is provided in the
Annexure A to the Notice.
Cessation of office of Director:
The second tenure of Sh. Raghubar Dayal, Sh. Ramesh Chandra Palhan and Smt. Lovelena
Mody, would be completed on 28th September, 2021 and in terms of the provisions of Section
149 and Listing Regulations, their tenure cannot be exceeded after 28th September, 2021.
The Board and Management of the Company in its meeting held on 11th August, 2021 has
placed on record appreciation for the contribution made by the above Directors during
their respective tenure(s).
Key Managerial Personnel
The following persons are the Key Managerial Personnel (KMPs) of the Company as per the
provisions of the Companies Act, 2013 -
| Sh. Adesh Kumar Gupta |
- CEO & Executive Director |
| Sh. Shammi Bansal |
- Executive Director |
| Sh. Sunil Bansal |
- Executive Director |
| Sh. Adish Kumar Gupta |
- Executive Director |
| Sh. Ashok Kumar |
- Executive Director |
| Sh. Munish Kakra |
- CFO & Company Secretary |
Committees of the Board
The Company's Board has constituted the following Committees:
1. Audit Committee
2. Management Committee
3. Stakeholders Relationship Committee
4. Nomination and Remuneration Committee
5. Corporate Social Responsibility Committee
The detail of terms of reference of the Committees, Committee composition, meetings
held during the year and attendance at the meetings of the Committees are provided in the
Corporate Governance Report.
Number of meetings of the board
Five meetings of the board were held during the year. The detail of the composition,
board meetings held during the year and attendance at the meetings are provided in
Corporate Governance Report. Considering the severity of the situation, the Ministry of
Corporate Affairs vide its General Circular No. 11/ 2020, dated March 24, 2020 and SEBI,
vide circular No. SEBI/HO/CFD/CMDl/CIR/P/2020/38 dated March 19, 2020 and Vide Circular
No. SEBI/HO/CFD/CMDl/CIR/P/2020/110 dated June 26, 2020, had relaxed the requirement of
the maximum stipulated time gap of 120 days between two meetings of the Board and Audit
Committees of listed entities, as is required under Section 173 of the Companies Act, 2013
and Regulation 17(2) and 18(2) (a) of SEBI LODR Regulations, 2015.
Annual Evaluation of Directors and Board as a whole
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the
Board is required to monitor and review the Board evaluation framework. In line with the
Corporate Governance Guidelines, the Annual Performance Evaluation is conducted for all
members as well as the working of the Board and its Committees. This evaluation is with
specific focus on the performance and effective functioning of 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
evaluation process also considers the time spent by each of the Board Members, core
competencies, personal characteristics, accomplishment of specific responsibilities and
expertise. In addition, the Chairman is also evaluated on the key aspects of his role. The
Board evaluation is conducted through questionnaire having qualitative parameters and
feedback based on ratings. 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 outcome of the Board evaluation for the financial year under consideration was
discussed by the Nomination and Remuneration Committee and Board at their respective
meetings held on 12th February, 2021, excluding the director being evaluated.
During the year under review, the Company has complied with all the criteria of
Evaluation as evisaged in the SEBI Circular on "Guidance Note on Board
Evaluation". Based on the Performance Evaluation process and on the recommendation of
the Nomination and Remuneration Committee, your Board of Directors have considered and
approved the re-appointment of Sh. Adesh Kumar Gupta as CEO & Executive Director and
Sh. Shammi Bansal, Sh. Sunil Bansal, Sh. Adish Kumar Gupta and Sh. Ashok Kumar as
Executive Directors subject to the approval of Shareholders by way of Special Resolution
respectively.
In lines with the provisions of the Companies Act, 2013 and Listing Regulations,
separate meeting of the Independent Directors of the Company was held on 12th February,
2021 in the absence of non-independent directors and members of management inter alia to
evaluate the performance of the nonIndependent Directors, Board as a whole of the Company,
its committees, Chairman and to assess the quality, quantity and timeliness of flow of
information between the Company management and the Board.
Attributes, Qualifications & Independence of Directors and their appointment
The criteria for determining qualifications, positive attributes and independence of
Directors in terms of the Act and the Rules there under, both in respect of Independent
Directors and other Directors as applicable, has earlier been approved by the Nomination
and Remuneration Committee during the financial year 2015-16 (amended from time to time).
The Policy of the Company also provides that Non-Executive Independent Directors be drawn
from amongst eminent professionals with experience in business/finance/law/public
administration & enterprises. The Board Diversity Policy of the Company requires the
Board to have balance of skills, experience and diversity of perspectives appropriate to
the Company. Directors are appointed/re-appointed with the approval of the Members for a
shorter period say, two to five years only. All Directors, other than Independent
Directors, are liable to retire by rotation and are eligible for re-election in terms of
the provisions of Articles of Association. The Independent Directors of your Company have
confirmed that they meet the criteria of independence as prescribed under section 149 of
the Companies, Act, 2013 and Regulation 16 of Listing Regulations.
The Nomination and Remuneration Policy as approved by the Board of Directors of the
Company has been attached to this report and also accessible on the website of the Company
at www.libertyshoes.com
Material changes and commitments affecting financial position between end of the
financial year and date of report
As per the provisions of Section 134(3) (1) of the Companies Act, 2013, no material
changes or commitments affecting the financial position have occurred 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 Regulation 16 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 25(8)
of the Listing Regulations and there is no change in the status of their independence and
have confirmed that they are not aware of any circumstances or situation which exists or
may be reasonably anticipated that could impair their ability to discharge their duties.
The Board of Directors of the Company also confirms that the Independent Directors also
meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8
of the Companies (Accounts) Rules, 2014 (as amended) and on the basis of declarations
submitted by the Independent Directors with the Company the Board of Directors is having
positive outlook towards the integrity and expertise of the Independent Directors.
The Independent Directors of the Company had undertaken requisite steps towards the
inclusion of their names in the data bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 and
have registered themselves with the Independent Director's databank as required under the
above provisions. Furthermore, they have also renewed their registration with IICA for
applicable tenures. The Independent Directors (other than Independent Directors who have
been granted exemption under the said Rules) are yet to appear for the online proficiency
self-assessment test and hence, the opinion on the aforesaid would be provided in the next
year's annual report.
Directors' Responsibility statement
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, your Directors, based on
the representations received from the management, confirm that:
I) in the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures from the same;
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; and
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 2020-21.
Audit Committee and their Recommendations/ Observations
Your Board has a duly constituted Audit Committee in terms of Section 177 of the
Companies Act, 2013 read with the Rules framed there under and Regulation 18 of the SEBI
(Listing Regulations and Disclosure Requirements) Regulations, 2015. The term of reference
of the Audit Committee has been approved by the Board. The details pertaining to
composition of Audit Committee, no. of meetings held during the year under review, brief
term of reference and other details have been 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, 2021 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
M/s U. Shanker & Associates, Chartered Accountants, New Delhi (Firm registration
No. 014497N) were appointed as the Statutory Auditors of the Company at the Annual General
Meeting held on 24th August, 2017, for a term of 5 (five) consecutive years.
Auditors' Report:
Your Company's Directors have examined the Statutory Auditors' Report issued by M/s U.
Shanker & Associates, Chartered Accountants on the Annual Accounts of the Company for
the financial year ended 31st March, 2021. There is no reservation, qualification or
adverse remark 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. During the period under consideration, no incident of
frauds was reported by the Statutory Auditors pursuant to Section 143 (12) of the
Companies Act, 2013.
Secretarial Auditors and their Report
Your Directors have appointed M/s JVS & 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 202021 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, 2021 has been submitted by M/s JVS & Associates and
taken on record by the Board of Directors of the Company. The Report of the Secretarial
Auditors in Form MR-3 for the financial Year ended 31st March, 2021 is enclosed to this
Report. The Board members have examined the above said report and observed that there is
no reservation, qualification and adverse remark made by the Secretarial Auditors and
while issuing the said report, the Secretarial Auditors have given their comments on the
compliance which were duly complied with by the Company.
Internal Auditors and their Report
Your Directors in their meeting held on 25th May, 2017 have appointed Sh. Rajesh Gupta,
Chartered Accountant as internal Auditor of the Company, 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 201718 onwards for conducting the Internal
Audit of the books of accounts and reviewing and ensuring the 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 31, 2021 has been submitted by Sh.
Rajesh Gupta, which has been duly considered and requisite actions were taken by Audit
Committee and reports thereon were 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 made by the Internal Auditors.
Particulars of Loans, Advances, Guarantees and Investments
The Company has not granted any loan, guarantee or made any investments during the year
ended 31st March, 2021 under Section 186 of the Companies Act, 2013 and Rules made there
under. Pursuant to Section 186 (4) read with Rule 11 of the Companies (Meetings of Board
and its Powers) Rules, 2014 and Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), disclosure on particulars relating to Loans, advances and investments
are provided as part of the financial statements.
Significant and material litigation/orders
During the year under consideration, there are no significant and material orders
passed by the regulators or courts or tribunals and no litigation was outstanding as on
31st March, 2021, which would impact the going concern status and Company's operations in
future. During the year under review, no Corporate Insolvency Resolution application was
made or proceeding was initiated, by/against Liberty Shoes Limited under the provisions of
the Insolvency and Bankruptcy Code, 2016 (as amended), except two applications filed
against the Company by its two vendors and the same is to be adjudicated at National
Company Law Tribunal (NCLT), Chandigarh. The said application(s) are not yet been admitted
by NCLT. The Company, in consultation to its legal advisor, has decided to oppose the
admission of the above applications before NCLT
Transactions with Related Parties
During the year 2020-21, all transactions entered by the Company with related parties
as defined under the Companies Act, 2013, Rules made there under, 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 on quarterly basis. Your Company does not have
a material unlisted subsidiary as defined under Regulation 16 (1) (c) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Your Directors shall formulate
a Policy to determine Material Unlisted Subsidiary as and when the relevant provisions for
the same are applicable on it in future.
There were no materially significant transactions with related parties during the
financial year 2020-21 which were in conflict with interest of the Company. Since all the
related party transactions entered in to by your Company were in the ordinary course of
business and also on an arm's length basis, therefore details required to be provided in
the prescribed Form AOC-2 is not applicable to the Company. However, the Company has been
undertaking transactions for last so many years in respect of payment of Royalty/
Franchise fees to few of the related parties after obtaining due prior approval of the
concerned regulatory authorities and shareholders under the provisions of Companies Act
and SEBI Guidelines. All the related party transactions have been disclosed in the Notes
to financial statements as required under IND AS-24 of the Accounting Standard.
In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the
Board had approved and adopted policies on Related Party Transactions which has been
uploaded on the Company's website www.libertyshoes.com under the "investor relations
section".
Particulars of Directors and Employees
The information 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, and subsequent amendments thereto, is given in Annexure II and the same forms part
of this report.
A statement containing the Information of top ten employees in terms of remuneration
drawn as provided under Section 197 (12) of the Companies Act, 2013 read with rule 5 (2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and
subsequent amendments thereto, is given in Annexure III and the same forms part of this
report. During the financial year 2020-21, 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, and subsequent amendments thereto.
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. The Annual return for the financial year ended 31st March, 2021 is available on
the website of the Company www.libertyshoes.com.
Corporate Social Responsibility (CSR)
Your Company has been involved in social initiatives for last three decades and engaged
in various activities in the field of education, primary healthcare, communities, ecology
and environment etc. It believes in long lasting impact towards creating a just,
equitable, humane and sustainable society. In Liberty, CSR initiatives were being
undertaken, long before the provisions of the Companies Act, 2013 and with the
implementation of new provisions of Section 135 of the Companies Act, 2013, Liberty is
committed to further strengthen its effort and activities by demonstrating care for the
community through its focus on education and development of skills, health and wellness
including treatment for poor, needy & uninsured people, environment sustainability
including promoting of green initiatives and Improvement of the living conditions of
inhabitants and support to disaster relief efforts etc. The various CSR initiatives
undertaken by your Company during the year under consideration are as under:-
1. Promotion of Quality education in the Schools
Liberty has identified schools and institutions around its Plant/Offices and made
contributions/sponsorships for providing education to children who can't afford it. It has
sponsored quality education and healthcare, provided balanced nutrition to under
privileged children for their holistic development so that they can lead better life and
can contribute to the society as responsible citizens etc. In addition to this, it has
provided free of cost Books, Bags and Uniform to schools for distribution amongst the
children/students who can't afford it.
2. Promotion of Fitness, & Sports amongst the youth from the community
Liberty contributed for providing training to youth athletes of Karnal, Haryana for
preparing them to participate in National Games and Olympics.
3. Setting up of Water Check Dam and Tree Plantation
Liberty has set up Check Dam in villages of Rajasthan which is supposed to provide
benefits to approx. 10000 villagers and 20000 Animals within the vicinity of the villages.
Liberty is also ensuring environmental sustainability through tree plantation,
conservation of natural resources and maintaining of quality of soil, air and water in the
places around its Plants/Offices.
4. COVID-19 Initiatives
Considering the severity of COVI-19 pandemic, Liberty has taken initiatives and
distributed Food Kits, Hygiene and Sanitation goods amongst the poor, needy and COVID-19
impacted people.
5. Contribution for disaster management activities
Liberty has contributed for providing the food and groceries items to the families
affected due to disaster in Chamoli District at Uttrakhand.
6. Contribution for reconstruction of heritage Buildings and development of Public
Infrastructure
Liberty has contributed for the reconstruction of building of National heritage and
development of various facilities and structures which are available to the general
public.
7. Other CSR activities and initiatives:
Liberty has contributed for the promotion of religious activities by contributing to
temples/Pooja/various registered Kalyankari Sabhas and societies.
During the year under consideration the Company has complied with the provisions of
Companies Act, 2013 by making the required contribution on the activities as stated in
Schedule VII of the Act. The Annual Report on Corporate Social Responsibility activities
as required under Sections 134 and Section 135 of the Companies Act, 2013 read with Rule 8
of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) and
Rule 9 of the Companies (Accounts) Rules, 2014 is provided in Annexure V of this report.
In order to align the CSR Policy with the amendments in law relating to CSR, based on the
recommendation of the CSR Committee, the Board of Directors at its meeting held on August
11, 2021, has revised the CSR Policy and the same was made applicable immediately from the
date of Board Meeting i.e. 11th August, 2021. The revised policy is available on the
website of the Company at www.libertyshoes.com.
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, 2021 the Committee did not receive any complaint
pertaining to sexual harassment.
Corporate Governance and Ethics
Your Company believes in adopting best practices of corporate governance. Corporate
Governance principles are enshrined in the spirit of Liberty, which form the core values
of Liberty. These guiding principles are also articulated through the Company's Code of
Conduct, Corporate Governance guidelines, Charter of various Sub-Committees and disclosure
policy.
As per regulation 34 of the Listing Regulations, a separate section on corporate
governance practices followed by your Company, together with a certificate from Statutory
Auditors M/s U. Shanker & Associates, Chartered Accountants, on compliance with
corporate governance norms under the Listing Regulations, is given at page no. 100 to page
no. 101 of this Annual report.
Management Discussion and Analysis Report
In terms of Regulation 34 of the Listing Regulations, the Management Discussion and
Analysis report on your Company's performance, industry trends and other material changes
with respect to your Company, wherever applicable, are presented at page no. 104 to page
no. 108 of this Annual report. The Management Disclosure and Analysis Report provides a
consolidated prospective of economic, social and environmental aspects material to our
strategy and our ability to create and sustain value to our key stakeholders.
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.
Compliance with Secretarial Standards:
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
Outstanding Share Capital and its Listing:
Your Company has outstanding Share Capital of '17,04,00,000/- (Previous Year
'17,04,00,000/-) consisting of '1,70,40,000 (Previous Year '1,70,40,000) Equity Shares of
'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).
Acknowledgments and Appreciation:
Your Directors take this opportunity to place on record their sincere gratitude for the
consistent cooperation and support received from the shareholders, Bankers, Channel
Partners, Council for Footwear Leather & Accessories (CFLA) and the Government
Authorities.
Your Directors place on record their deep appreciation to the employees at all levels
for their hard work and dedication.
Your Directors and Management would also like to place on record their deepest
appreciation for real life warriors who selflessly give themselves to others during the
pandemic of COVID-19.
For and on behalf of the Board of Directors
| Place: Gurugram, Haryana |
Adesh Kumar Gupta Chairman of the Meeting |
| Dated: Wednesday, 11th, August, 2021 |
DIN: 00143192 |
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