DIRECTORS' REPORT

DEAR SHAREHOLDERS,

Your Directors have pleasure in presenting the 29th Annual Report of the Company together with the Audited Annual Accounts for the financial year ended 31st March, 2015. In addition to the Audited Annual Accounts for the financial year ended 31st March, 2015, your Company has also presented its consolidated financial statements after considering the Audited

Annual results of its overseas wholly owned subsidiary Liberty Foot Fashion Middle East FZE in accordance with the requirements of the applicable Accounting Standards and provisions of the Listing Agreement with the Stock Exchanges

Review of the operations of the Company:

Your Company, during the year under consideration continuing with its focus on strengthening its front end operations, has achieved Gross Sales of Rs.5,46,46.16 Lacs as against of Rs.50060.20 Lacs in the previous year. Your Company for the year under consideration achieved a Net Profits of Rs.1706.20 Lacs which was 27% higher than the Net Profits of Rs.1339.45 Lacs earned in the previous corresponding year

The domestic sales have increased by over 9% whereas exports have grown by around 8% as compared to their performance in the corresponding previous year. Your Company, in its continuous efforts to better its position in the footwear market has further improved its merchandising range and quality which has resulted in over 9% growth in number of pairs sold by the Company during the year under consideration.

In terms of geographical presence, though North India still contributes a significant portion in Domestic Sales but Sales in South India, where Company has been focusing for last few years, has also witnessed a notable growth in the year under consideration. In future, besides strengthening these two zones, the Company has plans to increase its presence in other potential areas also.

The members are aware that Your Company had arrangements with M/s. Liberty Enterprises (LE) and Liberty Group Marketing Division (LGMD), the two partnership firms of the Group in which few of the directors and their relatives are interested, for the exclusive use of their manufacturing facilities and fixed assets, trademarks & distribution networks valid till March 31, 2015. The members were also informed earlier that considering the enduring benefits of unlocking the shareholders' value by acquiring the said tangible and intangible assets of these two firms, your Company had proposed the acquisition of the assets from the aforesaid firm(s).

In pursuance of the Company's earlier proposal, Your Company has executed a Memorandum of Understanding (MOU) with the above two Partnership firms on March 31, 2015 for acquisition of their respective business of footwear. In terms of the said MOU, the related transactions are to be completed, as per the mode/ structure to be recommended by the consultants, on or before March 31, 2016 but with retrospective effect from April 1, 2015 subject to the approval of the shareholders and the requisite statutory approvals required, if any

Your Directors have also pleasure in informing that M/s CARE Ltd., the accredited rating agency has awarded A- (Pronounced as Single A(-) rating to the Company's credit facilities wherein the outlook of the rating has been stated as having adequate degree of safety regarding timely servicing of financial obligation. This has helped Company to avail favorable terms from its bankers for its various banking facilities.

Your Directors, have been mentioning that footwear has a tremendous potential in domestic as well as in the overseas markets because of its inherent strength. Your Directors would continue to strive its efforts to exploit this potential and with improvement in the present economic scenario and new strategies in place, your Directors foresee a better opportunity to increase its foot print and emerge as a stalwart in the growing footwear markets.

Awards and Recognition

Your Directors are pleased to inform that your Company has been awarded with various prestigious awards and recognitions during the year under consideration amongst those, Awards received from "Admired Brand of Asia", Admired Leader of Asia, CII Innovation Award and quality & excellence in IT operations are the prominent one besides receiving of recognitions by leading business and industrial magazines/news papers.

Subsidiary Company & Consolidated financial statement:

Liberty Foot Fashion Middle East FZE (LFF), Dubai (Wholly Owned Overseas Subsidiary)

The Wholly Owned Overseas Subsidiary of the Company M/s Liberty Foot Fashion Middle East FZE (LFF), Dubai has not yet started its operation and has incurred nominal routine expenses during the year under consideration which has been accounted while consolidating its financial statements with the Company. Your Company till 31st March, 2015 has invested a sum of Rs.302.42 Lacs (Previous Year Rs.302.42 Lacs) in LFF as its capital contribution. The financial results of LFF have been consolidated with the Company in compliance with AS-21 of the Accounting Standard issued by the Institute of Chartered Accountants of India.

As required under the Listing Agreements entered into with the Stock Exchanges, Consolidated financial statements of the Company and its subsidiary Company is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under section 129 of the Companies Act, 2013.

The consolidated financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's wholly owned subsidiary are given in Annexure I in Form AOC-1 and the same forms part of this report.

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of wholly owned subsidiary, are available on the website of the Company. The annual accounts of the wholly owned subsidiary and the related information will be made available to any member of the Company/its wholly owned subsidiary seeking such information and are available for inspection by any member of the Company/ its wholly owned subsidiary at the Registered Office of the Company.

Appropriations:

Dividend

Your Directors have recommended a dividend of Rs.1.50/- per Equity Share on Rs.17,04,00,000 Equity Share Capital (i.e. 15% on equity share of Rs.10/- each) for the financial year ended 31st March, 2015 for the payment to the shareholders subject to the approval of the members at the ensuing Annual General Meeting. The total outflow on equity dividend including corporate tax on dividend for the year ended 31st March, 2015 will be Rs.307.93 Lacs as against Rs.299.04 Lacs paid last year. The dividend, if approved at the ensuing Annual General Meeting of the Company will be payable to those shareholders whose names appear on the Company's register of members as at the end of business hours of Tuesday, 22nd September, 2015. In respect of shares held in dematerialized form, the dividend shall be payable on the basis of beneficial ownership as at the end of business hours of Tuesday, 22nd September, 2015 as per the details furnished by National Securities Depositories Ltd./Central Depositories Services (India) Ltd. for the purpose, as on that date.

Transfer to Reserves

Your Directors proposed to transfer Rs.600.00 Lacs (Previous Year Rs.600.00 Lacs) to the General Reserves out of the profits available with the Company for appropriations. Accordingly, an amount of Rs.138.94 Lacs (Previous Year Rs.440.41 Lacs) has been proposed to be retained in the Profit & Loss Account of the Company.

Employees Stock Option Scheme(s)

During the year ended 31st March, 2015, your Company has not floated any scheme in relation to Employees Stock Option(s) and no such further plans have been initiated at present in this regard.

Familiarization Program

In order to encourage active participation of Independent Directors and in order to understand the business environment, your Company has been familiarizing the Independent Directors on its Board with detailed presentations by its business functional heads on the Company operations, strategic business plans, new products and technologies, including significant aspects of the Industry and its future outlook. Once appointed, the Non Executive & Independent

Directors undergo the familiarization program of the Company. The Non Executive & Independent Directors are also provided with financial results, internal audit findings and other specific documents as sought for from time to time. They are also made aware of the various policies and code of conduct and business ethics adopted by the Board. Details of familiarization program extended to the Non­executive & Independent Directors during the year are disclosed on the Company website viz. www.libertyshoes.com

Nomination & Remuneration Policy

The Board of Directors of your Company has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted  a policy for selection, appointment and remuneration of Directors & Senior Management Personnel. The contents of the policy and evaluation criteria are stated in the corporate Governance Report. The above Nomination and Remuneration Policy is set out in Annexure II of this Report. The Policy is also available on the website of the Company i.e. www.libertyshoes.com

Risk Management Policy & Risk Management

The Management of the Company has always been consciously reviewing its business operations in accordance with set rules and procedure and if any deviation or risk is found, remedial and  effective steps are being taken to minimize the deviation and risk. In line with the provisions of Section 134 (3) (n) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has developed a Risk Management Policy to build and establish the process and procedure for Identifying, assessing, quantifying, minimized, mitigating and managing the associated risk at early stage. Policy is aimed to develop an approach to make assessment and management of the risks in financial, operational and project based areas in timely manner. The main objectives of the Risk Management Policy is inter-alia, to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed, to protect the brand value through strategic control and operational policies and to enable compliance with appropriate regulations wherever applicable, through the adoption of best practices. The Board of Directors of the Company assesses several types of risks which include Business Environment Risks, Strategic Business Risks, and Operational Risks etc. The Board of Directors periodically reviews and evaluates the risk management system of the Company so that the management controls the risks through properly defined networks. Head of the Departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee. No risks threatening the existence of the organization have been identified. However, there are other risks against which adequate mitigation plans are prepared.

Whistle Blower Policy (Vigil Mechanism)

As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013, Your Company has an effective mechanism of reporting illegal or unethical behaviour. The Company has a Whistle Blower Policy (vigil mechanism) wherein the directors, employees, consultants and contractors are free to report violations of laws, rules and regulations or unethical conducts, actual or suspected fraud or violation of the Company's code of conduct or ethics policy to the nodal officer. The  confidentiality of those reporting violations etc. is maintained and they are not subjected to any discriminatory practice. The concern can be  reported by sending an e-mail message at the dedicated address viz. ethicscounselllors@libertyshoes.com Individuals can also raise their concerns directly to the CEO or the Chairman of the Audit Committee of the Company. The Ethics Committee comprises of four members including CEO & Executive Director, CFO & Company Secretary, Internal Auditor and a senior functional head. The committee is authorised by the Board of Directors of the Company for the purpose of receiving all complaints under the policy and in ensuring appropriate action. Any allegation that fall within the scope of the concerns identified are investigated and dealt with appropriately. The ethics counsellors periodically submit the report on complaints received, if any and the action taken to the Audit Committee. During the year under consideration, no Individual was denied access to the Audit Committee. The details of establishment of Vigil mechanism/ Whistle Blower Policy of the Company are available at the website of the Company viz. www.libertyshoes.com

Buy Back of Equity Shares:

Your Company has not undertaken any exercise to buy back its Equity Shares from the shareholders during the year under review.

Public Deposit(s):

The Company has not accepted/renewed any public deposits and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the balance sheet. Board of Directors and Key Managerial Personnel: Retirement by rotation of the Directors Sh. Shammi Bansal and Sh. Sunil Bansal, Directors of the Company, retire by rotation in pursuance of the provisions of Section 152 of the Companies Act, 2013 and being eligible offer themselves for the re- appointment at the ensuing Annual General Meeting. Re-appointement(s) of office of Directors

Sh. Adesh Kumar Gupta, CEO & Executive Director, Sh. Adarsh Gupta and Sh. Shammi Bansal, Executive Director(s), whose period of office has come to an end on 31st March, 2015. The Board of Directors, in their meeting held on 29th May, 2015, have approved their re­appointment for further period of 3 years w.e.f. 1st April, 2015, subject to the approval of the members.

A brief profile along with the necessary details of Directors seeking their re-appointment thereof has been provided in the Annexure-A of the Annexure to the Notice of the Annual General Meeting as required under Clause 49 of the Listing Agreement entered into with Stock Exchange(s). Appointment(s) and Cessation of office of Directors (a) Appointment of Smt. Lovelena Mody as Women Director Smt. Lovelena Mody is a renowned Business personality and actively participates in State level CII activities. She is having a vast experience of hospitality sectors. Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and SEBI guidelines, the Board of Directors in their meeting held on 23rd January, 2015 appointed Smt. Lovelena Mody as Women Director. Smt. Mody was appointed as additional director in terms of the provisions of Section 161 of the Companies Act, 2013 to hold the office up to the date of this Annual General Meeting. Accordingly, her office is coming to an end on the date of forthcoming Annual General Meeting. Considering her profile, qualification, experience, independent relationship with the management of the Company and in compliance with the above provisions and the rules made there under and the requirements of the above provisions of the Companies Act, 2013 and SEBI guidelines, the Board of Directors in their meeting held on 29th May, 2015 proposed the appointment of Smt. Mody as Independent Director of the Company for a period of 3 (three) years w.e.f. 29th September, 2015 to 28th September, 2018, subject to the approval of the members.

(b) Appointment of Sh. Ashok Kumar as Executive Director

Sh. Ashok Kumar is a Law Graduate and has been advising the Company on various legal matters of the Company for last several years. Sh. Ashok Kumar was appointed as Additional Director of the Company w.e.f. 23rd January, 2015 to hold the office up to the date of this Annual General Meeting. Accordingly, his office is coming to an end on the date of forthcoming Annual General Meeting and the Board of Directors, considering his experience, qualification and valuable contribution in the Company, in their meeting held on 29th May, 2015 proposed his appointment as Director of the Company liable to retire by rotation and further as Executive Director for a period of 3 years w.e.f. 1st June, 2015 to 31st May, 2018, subject to the approval of the members.

A brief profile along with the necessary details of Directors seeking their appointment/ re-appointment thereof has been provided in the Annexure-A of the Annexure to the Notice of the Annual General Meeting as required under Clause 49 of the Listing Agreement entered into with Stock Exchange(s).

c) Cessation of office of Sh. Satish Kumar Goel, Director of the Company due to resignation Sh. Satish Kumar Goel, Non-Executive Director of the Company due to his pre-occupation has resigned from the position of Directorship of the Company w.e.f. 29th May, 2015. The Board members acknowledged the valuable services rendered by Sh. Satish Kumar Goel during his tenure as Director of the Company and expressed its appreciation and gratitude for the same.

After commencement of the Act, Sh. Munish Kakra was appointed as Chief Financial Officer (CFO) of the Company during the year under consideration. Subject to the approval of the members, Sh. Ashok Kumar was appointed as Executive Director of the Company w.e.f. 1st June, 2015. None of the above KMPs has resigned during the year under consideration.

Number of meetings of the board

Six meetings of the board were held during the year. Details of the board meetings held during the year, has been given in Corporate Governance Report.

Annual Evaluation of Directors and Board as a whole

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

The performance evaluation as carried out by the Board of Directors, Nomination and Remuneration committee and Independent Directors at their respective meetings were based on Feed-back form received from Directors. Feed-back form carried a structured questionnaire prepared after taking in to consideration various aspects of the Board's functioning and submit their report accordingly.

The basis of the report submitted by the Board of Directors, Nomination and Remuneration committee and Independent Directors in regard to performance evaluation of Independent Directors, Board, Committee and other individual Directors evaluate its own performance and of its committees and of the Independent Directors as per the provisions of Section 134 (3) (p) and Clause VIII of schedule IV of the Companies Act, 2013. The said reports were discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

The Directors expressed their satisfaction with the entire performance of evaluation process.

Events Subsequent to the Date of Financial Statements

As per the provisions of Section 134 (3) (1) of the Companies Act, 2013, no material changes or commitments affecting the financial position have been occured between the end of financial year of the Company to which the financial statements relates to the date of the report.

Change in the nature of Business, if any

There was no change in the nature of business of the Company during the year under review.

Internal financial control systems and their adequacy

Liberty's internal financial controls are adequate and operate effectively and ensure orderly and efficient conduct of its business including adherence to its policies, safeguard its assets, prevent and detect frauds and errors, maintain accuracy and completeness of its accounting records and further enable it in timely preparation of reliable financial information. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The Company has in place a strong and independent Internal Audit Department which is responsible for assessing and improving the effectiveness of internal financial control and governance. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

Declaration by Independent Directors

The Company has received necessary declarations from each independent director under Section 149(7) of the Companies Act, 2013, that she/he meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Directors' Responsibility statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, yours directors, to the best of their knowledge and their belief, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are nomaterial departures;  

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Audit Committee and their Recommendations/ Observations

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. The recommendations/observations of the Audit Committee placed before the Board during the financial year ended 31st March, 2015 in respect of matters pertaining to the financial management or any other matter related thereto, were considered and duly accepted by the Board of Directors of the Company.

Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, M/s Pardeep Tayal & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company from the conclusion of the Twenty Eight (28th) Annual General Meeting held on 29th September, 2014 till the conclusion of the Thirty First (31st) Annual General Meeting of the Company to be held in the year 2017, subject to the ratification of their appointment by the Members of the Company in their every Annual General Meeting.

Your Company's Directors have examined the Statutory Auditors' Report on Annual Accounts of the Company and observed that no reservation, qualification or adverse remark was made by the Statutory Auditors in their Report and their clarifications, wherever necessary, have been included in the Notes to the Accounts section as mentioned elsewhere in this Annual Report.

Secretarial Auditors and their Report

Your Directors have appointed M/s Sanjay Grover & Associates, a Practicing Company Secretaries, in accordance with the provisions of Section 204 read with Section 179 of the Companies Act, 2013 and rule 8 of the Companies (Meetings of Board and its Powers), Rules, 2014 for the financial year 2014-15 for conducting the Audit of secretarial records of the Company and issue their report.

The Secretarial Audit Report in respect of secretarial records of the Company for the Financial Year ended March 31, 2015 has been submitted by M/s Sanjay Grover & Associates and taken on record by the Board of Directors of the Company. The Board members have examined the above said report and observed that there is no reservation, qualification and adverse remark was made by the Secretarial Auditors except emphasis on unspent amount on CSR activities as required pursuant to section 135 of the Act and Composition of Board of Directors in terms of clause 49 of the Listing Agreement. The Board of Directors have given reason of unspent amount on CSR activities in the Section "Annul Return on CSR Activities" forming part of this report as Annexure V. As on date of this report, the Requirements of clause 49 of the Listing Agreement with regard to the Composition of Board of Directors have been complied with.

Internal Auditors and their Report

Your Directors have appointed M/s Rakesh Kanwar & Co. Karnal, Haryana, Chartered Accountants, in accordance with terms of the provisions of Section 138 read with Section 179 of the Companies Act, 2013 and rule 8 of the Companies (Meetings of Board and its Powers), Rules, 2014 and rule 13 of the Companies (Accounts) Rules, 2014 for the financial year 2014-15 for conducting the Internal Audit of the books of accounts and Internal Control system of the Company and to issue their report.

The Internal Audit Report in respect of books of accounts and Internal Control system of the Company for the Financial Year ended March 31st, 2015 has been submitted by M/s Rakesh Kanwar & Co. Karnal, Haryana, Chartered Accountants which has been duly considered and requisite actions were taken by the Audit Committee and reports thereon also taken on record by the Board of Directors of the Company. The Board members have examined the above said report and observed that there is no reservation, qualification and adverse remark was made by the Internal Auditors.

Particulars of loans, guarantees and investments

As per the provisions of Section 186 (4) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 Company has not granted any loan, Guarantee or made any investments during the year under review.

Significant and material regulatory orders

During the year under consideration, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Transactions with Related Parties

During the year 2014-15, all transactions entered by the Company with Related Parties as defined under the Companies Act, 2013, Rules made there under and revised clause 49 of the Listing Agreement with Stock Exchanges, were in the Ordinary Course of Business and at Arm's Length basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors. During the year under consideration, the Audit Committee and Board of

Directors granted their approval for other transactions not repetitive in nature with the related parties in terms of section 188 of the Companies Act, 2013 and rules made thereunder. Your Company does not have a material unlisted subsidiary. There were no materially significant transactions with Related Parties during the financial year 2014-15 which were in conflict with the interest of the Company. Your Company did not have any related party transactions which required prior approval of the Shareholders. However, the Company has been doing transactions for last many years in respect of payment of Royalty/ Franchise fees to few of the related parties after obtaining the prior approval of shareholders and Central Government under the provisions of the Companies Act, 1956. All the related party transactions have been disclosed in the Notes to the financial statements as required under AS-18.

The Board had approved and adopted policies on Related Party Transactions which have been uploaded on the Company's website www.libertyshoes.com under the investors relations section.

Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure III and the same forms part of this report.

During the financial year 2014-15, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Extract of Annual Return

As provided under Section 92(3) of the Companies Act, 2013, the extract of annual return is given in Annexure IV in the prescribed Form MGT-9, which forms part of this report.

Corporate Social Responsibility (CSR)

Liberty has always initiated the activities for the development of Society at large to help the needy and poor people like every year. The Company, as its social initiative, has focused on providing the medical facilities to the local community at Karnal, donations for development of roads and footpaths at Karnal, providing skill enhancement training to local people and promoting sports by sponsoring programmes at district level.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under consideration are set out in Annexure

V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is also available on the website of the Company.

Disclosure under the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Liberty's premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. The said Committee has its presence at corporate office as well as at plants.

During the year ended 31st March, 2015, the Committee did not receive any complaint pertaining to sexual harassment.

Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, Corporate Governance Report with Auditors' certificate thereon and Management Discussion and Analysis Report are attached, which form part of this report.

Details of the familiarization program of the Independent Directors are available on the website of the Company (URL: www.libertyshoes.com/investors).

Policy on dealing with related party transactions is available on the website of the Company (URL: www.libertyshoes.com/investors).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.libertyshoes.com/ investors).

Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and outgo:

Information in accordance with the provisions of Section 134 (1) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 in relation to conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo is given in the "Annexure VI", which forms part of this report.

Outstanding Share Capital and its Listing:

Your Company has outstanding Share Capital of Rs.17,04,00,000/-(Previous Year Rs.17,04,00,000/-) consisting of 1,70,40,000 (Previous Year 1,70,40,000) Equity Shares of Rs.10/- each and these Equity

Shares are presently listed and available for trading at National Stock Exchange of India Ltd. (NSE) and BSE Ltd. (BSE).

Acknowledgements:

Your Directors place on record their sincere appreciation for the cooperation and support received from the shareholders, Bankers, Channel Partners and the Government Authorities.

Your Directors also place on record their deep appreciation to the employees at all levels for their hard work and dedication.

For and on behalf of the Board of Directors

Adesh Kumar Gupta

Chairman of the Meeting

Place: New Delhi

Dated: Friday, 29th May, 2015