Your Directors have pleasure in presenting their 35th Annual Report along with Audited Accounts for the year
ended on March 31, 2024.
|
Financial Performance and Appropriations :
|
(Rs in Lacs)
Current Year
ended on
31-03-2024
|
(Rs in Lacs)
Current Year
ended on
31-03-2023
|
|
Revenue from Operations
|
8784.94
|
7667.54
|
|
Other Income
|
335.93
|
440.25
|
|
Total Income
|
9120.87
|
8107.77
|
|
Finance Charges
|
22.29
|
10.82
|
|
Depreciation
|
160.87
|
159.47
|
|
Profit /(Loss) before Taxation
|
156.57
|
352.70
|
|
Provision for Taxes - Current
|
33.00
|
88.44
|
|
Provision for Taxes - Deferred
|
2.00
|
(6.67)
|
|
Profit /(Loss) for the year from continuing operations
|
121.57
|
270.93
|
|
Other comprehensive Income (Net of Tax)
|
(5.42)
|
3.94
|
|
Total Comprehensive Income
|
116.16
|
274.87
|
RESERVES AND SURPLUS:
The Company has transferred the whole of the Profit of Rs. 121.57 Lacs to Retained Earnings under the
head Other Equity. Further Other Comprehensive Income of Rs. (5.42) Lacs has been transferred to the
other comprehensive Income under the head Other Equity.
DTVTDEND:
In order to conserve resources, your Directors do not recommend any dividend for the year.
Disclosure under Rule 8 (5) of Companies (Accounts) Rules, 2014:
STATE OF AFFATRS
Revenue from operations has increased from Rs. 7667.54 Lacs to Rs. 8,784.94 Lacs which is
approximately increase of 14.57%. The financial charges have increased from Rs. 10.82 Lacs to Rs. 22.29
Lacs which is approximately increase of 106%.
CHANGE IN NATURE OF COMPANY BUSINESS:
The Company is engaged in the business of transportation, wind energy, trading of automotive parts,
Petroleum distribution and renting of immovable properties. During the year under review there was no
change in nature of Company Business.
DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:
APPOINTMENTS:
During the year under review, there was no appointment of any Director or Key Managerial Personnel.
However subsequent to the financial year the Company has made appointment of Ummay Amen
Mashraqi (DIN: 10594350) as Additional Director (Non-Executive, Independent) of the Company for a
first term of five (5) years effective from May 30, 2024 subject to the members approval at the
forthcoming annual general meeting.
REAPPOINTMENTS:
Mr. Narayan Prasad Agarwal, Director of the Company (holding Director Identification Number
00060384), liable to retire by rotation in terms of section 152(6) of the companies Act, 2013 and, being
eligible, offers himself for Re-appointment.
Mr. Saurabh Jhunjhunwala, Director of the Company (holding Director Identification Number
00060432), liable to retire by rotation in terms of section 152(6) of the companies Act, 2013 and, being
eligible, offers himself for Re-appointment.
RESIGNATION AND CESSATION:
During the year under review, Mr. Virendra Sharma (DIN : 01148786 ) ceased to be Director with effect
from 31st March, 2024.
Other than this no other Directors / Key Managerial Personnel have resigned / ceased during the year
under the review.
DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATE COMPANIES:
During the year under review, there was no Subsidiary Company / Joint Ventures / Associate Companies
were there.
DEPOSIT:
The Company has not invited any deposit other than the exempted deposit as prescribed under the
provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time.
Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of
Companies (Accounts) Rules, 2014.
DEPOSIT ACCEPTED FROM DIRECTORS
Pursuant to Provisions of Rule 2 (1) (c) (viii) of the Companies (Acceptance of Deposit) Rules, 2014 an
amount of Rs. 87.52 Lacs is outstanding as on 31st March, 2024 from the Directors of the Company
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR
COURTS OR TRIBUNALS:
During the year under review there were no significant and material orders passed by any Regulators or
Court or Tribunals which may have impact on the going concern status. No order has been passed by any
Regulators or Court or Tribunals which may have impact on the Company's operation in future.
a) Under NCLT Corporate Insolvency Resolution Process vide Company Petition (IB) No.
308/KB/2022 against Fairdeal Supplies Limited:
Fairdeal Supplies Limited a Company in which Promoter - Directors namely Mr. Ramprasad
Agrawal, Mr. Narayan Prasad Agrawal, Mr. Pawankumar Agarwal and Mr. Saurabh
Jhunjhunwala are also the Directors and Promoters of our Company) has been admitted to
Corporate InsolvencyResolution Process.
It is to be noted that the Company is a guarantor for some of the facilities availed by Fairdeal
Supplies Limited.
Fairdeal Supplies Limited filed an appeal before the Hon’ble National Company Law Appellate Tribunal,
New Delhi, against the Judgment dated 19.03.2024 in the matter of Company Petition under section 7 of
insolvency and Bankruptcy Code 2016 filed by Pegasus Asset Reconstruction Private Ltd against M/s Fair
Deal Supplies Ltd.
The Hon’ble National Company Law Appellate Tribunal, New Delhi, has passed an Order providing for
stay on further proceedings of CIRP. The Hon'ble National Company Law Tribunal has also by an Order
directed Fairdeal Supplies Limited to deposit amount of Rs. 22,02,51,721/- before the Registrar.
The Proceedings are still continuing in the matter before Hon’ble National Company Law Appellate
Tribunal, New Delhi.
Frontline Corporation Limited V/s. New India Assurance Company Limited
Being aggrieved by the order of 2nd Additional Senior Civil Judge, Bharuch in the year 2021 - 2022 for
recovery of Rs. 1,32,85,384/- filed by New India Assurance Company Limited against the Company. The
Company filed a First Appeal before Gujarat High Court. The matter is admitted and pending before
Hon'ble High Court.
Frontline Corporation Limited V/s. New India Assurance Company Limited
Being aggrieved by the order of 2nd Additional Senior Civil Judge, Bharuch in the year 2021 - 2022 for
recovery of Rs. 80,02,430/- filed by New India Assurance Company Limited against the Company. The
Company filed a First Appeal before Gujarat High Court. The matter is admitted and pending before
Hon'ble High Court.
Further the following are the dues pending on account of dispute:
|
Nature of Dues
|
Amount (Rs.)
|
|
Income Tax as below:
|
|
|
A.Y.
|
Demand
raised u/s
|
Matter of Addition
|
Remarks
|
Amount (Rs.)
|
|
2010¬
11
|
220(2)
|
Demand Adjusted but interest
pending
|
No appeal lying against this
demand
|
2,61,799/-
|
|
2017¬
18
|
270 (A)
|
Penalty matter against
Various additions confirmed
|
Penalty matter against Various
additions confirmed-NFAC,
New Delhi-Appeal hearing
pending before NFAC
|
96,54,828/-
|
|
2018¬
19
|
143(1)(a)
|
Book Profit doubled due to
schema error-DCIT-CPC-By
filing 154 application demand
will be dropped
|
Book Profit doubled due to
schema error-DCIT-CPC-By
filing 154 application demand
will be dropped
|
39,75,520/-
|
|
Total of Income tax
|
|
1,38,92,147/-
|
Punjab & Sind Bank
Punjab & Sind Bank has earlier taken Symbolic Possession of one of the sub leased property situated at
Gandhi Nagar, Gujarat towards recovery of the due amount. Later on the Bank has taken physical
possession of the said property vide their letter dated 21.07.2017.
Since physical possession of the said property was given by TCS Ltd., the Licensee without our
permission, the matter is contested in Gandhinagar Civil Court along with other related matters.
Punjab & Sind Bank has taken physical possession of the property situated at Kolkata offered as collateral
security against credit facilities availed by the company.
However, the company has protested the contention in case filed by the Bank in Debt Recovery Tribunal
Kolkata. The matter is under hearing.
Matter is before the Honorable Tribunal and still pending for hearing as interim order has been extended
till further date of hearing which is 14.05.2024.
Meanwhile the Company also filed a case against the bank against non-performance of Specific
performance of contract at single bench of Hon’ble Calcutta High Court.
The Single Bench of Hon’ble High Court passed an order against the Company. However, the Company
filed an appeal against the said order in the Double Bench of Hon’ble Calcutta High Court. The said
Double Bench heard our grounds of appeal and passed order in our favor.
The Bank filed a Special Leave Petition against the said order of the Double Bench of Hon’ble Calcutta
High Court in Hon’ble Supreme Court. Special Leave Petition order was passed against the Company by
setting aside the Double Bench of Hon’ble Calcutta High Court order. Company had preferred to file
Miscellaneous Application with provisional application no. 13482 of 2023 awaiting for listing after
summer vacation.
The said miscellaneous application has been heard and Apex Court had passed an order in favour of the
Company for allowing the Civil Court to proceed the Suit on Merit in the High Court, Kolkata and matter
is pending before Honorable Court.
UCO Bank
Various Properties of the Company were offered as Collateral Securities to UCO Bank in respect of
various credit facilities availed by Fairdeal Supplies Limited, a concern for which the Company has given
its Security and Corporate Guarantee. The Company would like to inform that Fairdeal Supplies Limited
have made full payment of the dues of UCO Bank and consequently the Security and Guarantee given by
the Company has / will be released subject to the completion of necessary formalities.
Other legal cases in the opinion of the Board are not of material nature.
INTERNAL FINANCIAL CONTROLS:
The Company has adequate internal financial controls commensurate with the size and nature of its
business to support the preparation of the financial statements.
INSURANCE:
The properties of the Company stand adequately insured against risks of fire, strike, riot, earthquake,
explosion and malicious damage.
DIRECTOR’S RESPONSIBILITY STATEMENT:
As required under the provisions of Section 134 of the Act, your Directors report 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 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 the 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.
(e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5)
(e) of the Act to be followed by the Company and such internal financial controls are adequate and are
operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisions of applicable
laws and such systems are adequate and operating effectively.
PARTICULARS OF EMPLOYEES:
There was no employee drawing remuneration requiring disclosure under the Rule 5 (2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
COST RECORDS AND COST AUDIT:
The Company is not required to conduct Cost audit during the year. The Company is not required to file
Cost audit report during the year under review. The Company is not required to maintain the Cost records.
LISTING:
The Equity Shares of the Company are listed on BSE Limited and The Calcutta Stock Exchange. The
Company is regular in payment of listing fees. The Company has paid the listing fees for the year 2023 -
2024.
AUDITORS AND AUDITORS REPORT:
It is proposed to appoint M/s. Paresh Thothawala & Co., Chartered Accountants (Firm Registration No.
114777W) as the Statutory Auditors of the Company, for a continuous period of 5 (five) years, viz. from
the conclusion of this Annual General Meeting for the Financial Year 2023-24 till the conclusion of
Annual General Meeting of the Company to be held for the financial year 2028-29. The Company has
received a consent letter and eligibility certificate from Paresh Thothawala & Co., Chartered
Accountants as required under the provision of the Companies Act, 2013.
The auditors observations and its reply are as under :
|
Sr.
No.
|
Basis for Qualified Opinion
|
Reply of the Board of Directors
|
| |
Emphasis of the Matter
|
|
| |
Regarding notices issued by lenders under
prescribed provisions of the Securitization
and Reconstruction of Financial Assets and
Enforcement of Security Interest
(SARFAESI) Act 2002 for non-payment of
principal and interest thereon after the due
date by the company and therefore those
loan accounts became Non-Performing
Assets effective from respective dates
mentioned in such notice. We are informed
that the company has challenged the
notices and the Bank's action to sale these
properties of the company by filing a
Securitization Application in the Debts
Recovery Tribunal, Calcutta, which is
pending. The lender has also filed an
Original Application in the Debts Recovery
Tribunal, Calcutta, which is pending. The
Company filed a Civil Suit (CS)
no.217 of 2013 in Hon'ble Kolkata High
Court against Punjab & Sind Bank in regard
to Specific Performance of Agreement
related to 8 Old Court House property which
Punjab & Sind Bank intended to sale. Matter
stayed by the Hon'ble High Court and The
Bank preferred to file an appeal at the
Supreme Court against the order of Calcutta
High Court. The order of Special Leave
|
Punjab & Sind Bank has earlier taken Symbolic
Possession of one of the sub leased property
situated at Gandhi Nagar, Gujarat towards
recovery of the due amount. Later on the Bank has
taken physical possession of the said property vide
their letter dated 21.07.2017.
Since physical possession of the said property was
given by TCS Ltd., the Licensee without our
permission, the matter is contested in Gandhinagar
Civil Court along with other related matters.
Punjab & Sind Bank has taken physical possession
of the property situated at Kolkata offered as
collateral security against credit facilities availed
by the company.
However, the company has protested the
contention in case filed by the Bank in Debt
Recovery Tribunal Kolkata. The matter is under
hearing.
Meanwhile the Company also filed a case against
the bank against non-performance of Specific
performance of contract at single bench of
Hon’ble Calcutta High Court.
|
| |
Petition was given against the Company by
setting aside the High Court Division Bench
order. The Company had file Miscellaneous
Application. The said Miscellaneous
application has been heard and Apex Court
had passed an order in favour of the
Company for allowing the Civil Court
to proceed the Suit on Merit in the Hon'ble
Calcutta High Court.
|
The Single Bench of Hon’ble High Court passed an
order against the Company. However, the Company
filed an appeal against the said order in the Double
Bench of Hon’ble Calcutta High Court. The said
Double Bench heard our grounds of appeal and
passed order in our favour.
The Bank filed a Special Leave Petition against
the said order of the Double Bench of Hon’ble
Calcutta High Court in Hon’ble Supreme Court.
Special Leave Petition order was passed against
the Company by setting aside the Double Bench of
Hon’ble Calcutta High Court order. Company had
preferred to file Miscellaneous Application with
provisional application no. 13482 of 2023
awaiting for listing after summer vacation.
The said Miscellaneous application has been heard
and Apex Court had passed an order in favour of
the Company for allowing the Civil Court to
proceed the Suit on Merit in the High Court,
Kolkata and the matter is pending before
Honourable Court.
|
| |
Non Availability of balance confirmation
from some of the suppliers and loans &
Advances.
|
These are the parties of the small amount and the
Company will obtain the same in future.
|
| |
Qualified Opinion
|
|
|
1
|
Notes to the standalone financial results,
regarding Non provision of interest of Rs.
671.98 Lacs on NPA accounts for the year
under consideration The exact amounts of
the said non provisions of interest are not
determined and accounted for by the
Company and to that extent Bankers loan
liabilities are under stated and profit is
overstated to the extent of non-provisions of
interest.
|
The interest provision on NPA bank accounts has
not been accounted for due to legal dispute
between the company and the lender as Division
Bench of Hon’ble Calcutta High Court issued
order in favour of the company. Being aggrieved
against the said order the lender filed a Special
Leave Petition against the said order of the
Division Bench of Hon’ble Calcutta High Court in
Hon’ble Supreme Court. Special Leave Petition
order was passed against the Company by setting
aside the Division Bench of Hon’ble Calcutta
High Court order. Company had filed
Miscellaneous Application.
The said Miscellaneous application has been heard
and Apex Court had passed an order in favour of
the Company for allowing the Civil Court to
proceed the Suit on Merit in the Hon’ble Calcutta
High Court and towards same the Setup of
COMMISSION was allowed for Cross
Examination of Plaintiff and defendant, which is
in process as per order of Hon’ble Calcutta High
Court, last date of cross examination was heard on
|
| |
|
29.04.2024.
|
|
2
|
Notes to the standalone financial
statements regarding taking physical and/
or symbolical possession and initiating
auction process on various assets by
lenders; however, the company has
received stay order against these
proceedings and matter is sub-judicial till
date. The management has not performed
any impairment assessment for these
assets. Accordingly, we are unable to
ascertain the appropriateness of the
carrying value of these assets and
consequential impact if any on the
accompanying standalone financial
statements. Our audit opinion on the
standalone financial statements for the
year ended 31st March, 2024 was also
qualified in respect of this matter.
|
In reply to para 2 of qualified opinion raised by the
Statutory Auditors of the Company in their
Independent Auditors’ Report it is stated that The
qualified opinion raised by the Statutory Auditors of
the Company in their Independent Auditors’ Report
it is stated that the attachment of properties by the
lenders is a legal process and the Company is taking
all legal steps to protect the property. Further the
Company is taking all steps to make the settlement
of the matter and the Company is actively
undertaking the settlement matter with the lenders.
Further the Company is also making all its efforts to
repay the debt and to release the property.
|
| |
Due to uncertain consequence in this
|
The qualified opinion raised by the Statutory
Auditors of the Company in their Independent
Auditors’ Report it is stated that due to uncertain
consequence in this matter they are unable to
identify impact if any on standalone financial
statement, as the matter is sub-judice the company
is also unable to quantified the impact.
|
|
matter, we are unable to identify impact
|
|
if any on standalone financial statement,
our audit opinion is qualified.
|
| |
Internal Financial Control
|
|
|
1
|
The Company did not have internal
control system for loans and guarantees
with regard to identification and
assessment of credit worthiness. Further
the internal control system regarding
measures adopted for recovery is not
adequate. These could potentially result
in material misstatements in Company's
net worth and loans balances
|
Internal Control System is being strengthen. The
Guarantees which are outstanding are given for
the loans availed by the Fairdeal Supplies Limited.
Fairdeal Supplies Limited is in the process of
settling the dues with the Banks. As on date of the
report Fairdeal Supplies Limited has made full
payment to the UCO Bank for the loans availed by
Fairdeal Supplies Limited and hence the
Guarantee is extinguished.
Further Necessary measures are being taken by the
Company to assess the Credit worthiness.
|
FRAUD AND FRAUD REPORTING:
During the year under review no fraud has occurred in the Company.
No fraud has been reported by the auditor pursuant to the Section 143 (12) of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details in respect of the conservation of energy, technology absorption and foreign exchange earnings
and outgo are more detailed in the Annexure I to the Directors Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the year under report were on an arm’s length
basis and in the ordinary course of business. There are no materially significant related party transactions
made by the Company during the year. Related Party Transactions Policy is available on the website of the
Company at www.frontlinecorporation.org. The details of transactions with the related party is provided
in . No advance is / was paid for entering into related party transactions.
The prices paid to the related party transactions are based on the ruling market rate at the relevant point of
time. Since there are no material related party transactions the requisite details in form AOC - 2 is not
applicable.
Extract of the Annual Return
Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013
and of Rule 12 (1) of Companies (Management and Administration) Rules, 2014 the extract of the annual
return in form MGT 9 for the Financial Year ended on 31st March, 2024 is provided on the website of the
Company i.e. www.frontlinecorporation.org
SECRETARIALAUDIT REPORT:
Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March,
2024 given by M/s. Jalan Alkesh & Associates, Practising Company Secretary is annexed as Annexure II
to this Report.
The Qualifications made by the Secretarial Auditor and its reply is as under:
The details of non-satisfaction of charges is ns under-
|
Sr.
No.
|
Brief description of the charges or satisfaction
|
Amount of
Charge
|
|
1
|
GE Capital Transportation Financial Services Limited, 04, Link
Rond, Jungpura Extn. New Delhi - 110 014
|
1,89,70,000/-
|
|
2
|
GE Capital Transportation Financial Services Limited, 04, Link
Road, Jungpura Extn. New Delhi - 110 014
|
47,00,000/-
|
|
3
|
GE Capital Transportation Financial Services Limited, 04, Link
Road, Jungpura Extn. New Delhi - 110 014
|
1,15,00,000/-
|
|
4
|
GE Capital Transportation Financial Services Limited, 04, Link
Road, Jungpura Extn. New Delhi - 110 014
|
1,15,00,000/-
|
|
5
|
The Jammu & Kashmir Bank. Kolkata Main Branch , Mukherjee
|
2,50,00,000/-
|
| |
Road, Kolkata
|
|
|
6
|
Mahindra & Mahindra Financial Services Ltd, 4th Floor, Dr. G M
Bhosale Marg, Worli, Mumbai 400 018
|
9,30,000/-
|
|
7
|
UCO Bank, Industrial Finance Branch, 3, Netaji Subhash
Road,Kolkata, West Bengal, India, 700001
|
8,00,00,000/-
|
|
8
|
UCO Bank, Flagship Corporate Branch, 3, Nataji Subhas
Road,Kolkata, West Bengal, India, 700001
|
285,00,00,000/-
|
|
9
|
Mahindra & Mahindra Financial Services Ltd, 4th Floor, Dr. G M
Bhosale Marg, Worli, Mumbai 400 018
|
8,00,000/-
|
The reply to the above qualifications is as under:
The Company will exercise more due diligence in respect of compliance of Companies Act,
2013. Further with respect to the satisfaction of charges it is hereby stated that GE Capital
Transportation Financial Services Limited charge holder is not ascertainable inspite of
reasonable efforts by the Company.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The requisite details as required by Section 134(3) (e), Section 178(3) & (4) and SEBI ( Listing
Obligations and Disclosure Requirements ) Regulations, 2015 is attached herewith and forms part of the
Directors Report. The details of the remuneration policy of the Company as required in terms of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015 is provided in Annexure III to the
Report.
The details in respect of Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure IV of the Report.
CORPORATE GOVERNANCE:
Pursuant to SEBI ( Listing Obligations and Disclosure Requirements ) Regulations, 2015 Management
Discussion & Analysis, Corporate Governance Report and Certificate regarding compliance to conditions
of corporate governance are made part of this Annual Report. The Management Discussion and Analysis
which is attached herewith and forms part of the report and which is attached as Annexure V and the
Corporate Governance Report which is attached herewith and forms part of the report and which is
attached as Annexure VI.
PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:
The details of the investments and loans including security deposit, if any are mentioned in notes to the
Balance Sheet. The loans are provided for business purpose. Members are requested to refer the same..
The Company has provided its Security and also provided its Corporate Guarantee for the loan availed by
M/s. Fairdeal Supplies Limited for Rs. 318 Crores. Fairdeal Supplies Limited has made full repayment of
dues of UCO Bank and consequently the Security and Corporate Guarantee given by the Company stands
extinguished, subject to the fulfillment of requisite formalities.
Further with respect to loans / investment to and from the related parties are more detailed in note no. 10,
12 and16 of the Financial Statements
CODE FOR PREVENTION OF INSIDER TRADING PRACTICES
Pursuant to Securities and Exchange Board of India (SEBI) has introduced SEBI (Prohibition of Insider
Trading) Regulations, 2015 a new Code of Conduct was adopted by the Company with effect from 1st
April, 2020. The Company has also adopted a policy and procedure for enquiry in case of leak of
sensitive and unpublished price information. The Company has instituted a comprehensive code of
conduct in compliance with the SEBI regulations on prevention of insider trading. The code lays down
guidelines, which advise on procedures to be followed and disclosures to be made, while dealing in shares
of the Company and cautions on the consequences of non-compliances. The Code is also available on the
website of the Company i.e. www.frontlinecorporation.org
RISK MANAGEMENT POLICY
The Company has a structured risk management policy. The Risk management process is designed to
safeguard the organisation from various risks through adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks
are inventoried and integrated with the management process such that they receive the necessary
consideration during decision making. It is dealt with in greater details in the management discussion and
analysis section. The Risk Management Policy is also available on the Company's website at
www.frontlinecorporation.org
DECLARATION BY INDEPENDENT DIRECTORS:
The following Directors are independent in terms of Section 149(6) of the Act and SEBI ( Listing
Obligations and Disclosure Requirements ) Regulations, 2015 :
(A) Mr. Virendra Sharma ( upto 31.3.2024 )
(b) Mr. Dipen Ashit Dalal
(C) Mrs. Aarefa Kutub Kapasi
(D) Mrs. Deepika Pradeep Soni
The Company has received requisite declarations/ confirmations from all the above Directors confirming
their independence.
NUMBER OF BOARD MEETINGS
During the year the Board of Directors met 8 (Eight) times. The dates of the Board meetings are as under:
|
Sr. No.
|
Date of
Board
Meeting
|
No. of Directors
entitled to attend
the meeting
|
No. of Directors
attending the
meeting
|
Name of the Director attending
the meeting
|
|
1
|
05/04/2023
|
8
|
4
|
1. Mr. Virendra Sharma
2. Mr. Dipen Dalal
3. Mrs. Aarefa Kutub Kapasi
4. Mrs. Dipika Pradeep Soni
|
|
2
|
30/05/2023
|
8
|
7
|
1. Mr. Ram Prasad Agarwal
2. Mr. Pawan Kumar Agarwal
3. Mr. Saurabh Jhunjhunwala
4. Mr. Virendra Sharma
5. Mrs. Aarefa Kutub Kapasi
6. Mrs. Dipika Pradeep Soni
7. Mr. Dipen Ashit Dalal
|
|
3
|
22/07/2023
|
8
|
4
|
1. Mr. Saurabh Jhunjhunwala
2. Mr. Ram Prasad Agrawal
3. Mr. Narayan Prasad Agrawal
4. Mr. Virendra Sharma
|
|
4
|
14/08/2023
|
8
|
7
|
1. Mr. Pawankumar Agrawal
2. Mr. Saurabh Jhunjhunwala
3. Mr. Ram Prasad Agrawal
4. Mr. Virendra Sharma
5. Mr. Dipen Ashit Dalal
6. Mrs. Aarefa Kutub Kapasi
7. Mrs. Dipika Pradeep Soni
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|
5
|
31/08/2023
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8
|
4
|
1. Mr. Pawankumar Agarwal
2. Mr. Dipen Dalal
3. Mrs. Aarefa Kutub Kapasi
4. Mrs. Dipika Pradeep Soni
|
|
6
|
09/11/2023
|
8
|
7
|
1. Mr. Pawankumar Agrawal
2. Mr. Saurabh Jhunjhunwala
3. Mr. Ram Prasad Agrawal
4. Mr. Virendra Sharma
5. Mr. Dipen Ashit Dalal
6. Mrs. Aarefa Kutub Kapasi
7. Mrs. Dipika Pradeep Soni
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|
7
|
19/12/2023
|
8
|
3
|
1. Mr. Pawankumar Agrawal
2. Mrs. Aarefa Kutub Kapasi
3. Mrs. Dipika Pradeep Soni
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|
8
|
14/02/2024
|
8
|
7
|
1. Mr. Pawankumar Agrawal
2. Mr. Saurabh Jhunjhunwala
3. Mr. Ram Prasad Agrawal
4. Mr. Virendra Sharma
5. Mr. Dipen Ashit Dalal
6. Mrs. Aarefa Kutub Kapasi
7. Mrs. Dipika Pradeep Soni
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For Committee Meetings please refer the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not covered under the criteria of the provision of Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is
not mandatory for the Company to have the Corporate Social Responsibility.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-harassment policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal
Complaint Committee are set up at shop floor level to redress complaints received regularly and are
monitored by women line supervisors who directly report to the Chairman. All employees (permanent,
contractual, temporary, trainees) are covered under the policy. There was no compliant received from any
employee during the financial year 2023-24 and hence no complaint is outstanding as on 31.03.2024 for
Redressal.
The Company has constituted an internal complaint committee pursuant to Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
SECRETARIAL STANDARDS:
The Company has complied with the mandatory Secretarial Standards issued pursuant to Section 110 of
the Companies Act, 2013.
ANNUAL PERFORMANCE EVALUATION:
In compliance with the provisions of the Act and SEBI ( Listing Obligations and Disclosure
Requirements ) Regulations, 2015 the performance evaluation was carried out as under:
BOARD:
In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of
Directors evaluated the performance of the Board, having regard to various criteria such as Board
composition, Board processes, Board dynamics etc. The Independent Directors, at their separate
meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board
and the Independent Directors were of the unanimous view that performance of the Board of Directors as
a whole was satisfactory.
COMMITTEES OF THE BOARD:
The performance of the Audit Committee, the Nomination and Remuneration Committee and the
Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such
as committee composition, committee, processes, committee dynamics etc. The Board was of the
unanimous view that all the committees were performing their functions satisfactorily and according to
the mandate prescribed by the Board under the regulatory requirements including the provisions of the
Act, the Rules framed thereunder and SEBI ( Listing Obligations and Disclosure Requirements )
Regulations, 2015.
INDIVIDUAL DIRECTORS:
(a) Independent Directors: In accordance with the criteria suggested by The Nomination and
Remuneration Committee, the performance of each independent director was evaluated by the entire
Board of Directors (excluding the director being evaluated) on various parameters like engagement,
leadership, analysis, decision making, communication, governance and interest of stakeholders. The
Board was of the unanimous view that each independent director was a reputed professional and brought
his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution
made by all the independent directors in guiding the management in achieving higher growth and
concluded that continuance of each independent director on the Board will be in the interest of the
Company.
(b) Non-Independent Directors: The performance of each of the non-independent directors (including
the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their
performance was also evaluated by the Board of Directors. The various criteria considered for the purpose
of evaluation included leadership, engagement, transparency, analysis, decision making, functional
knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of
the unanimous view that each of the non-independent directors was providing good business and people
leadership
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments, if any, affecting the financial position of the Company
subsequent to the date of the Balance sheet and up to the date of the report.
POLICIES:
The various Policies required to be adopted by the Company pursuant to provision of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements ) 2015 are placed upon the website of
the Company i.e. www. frontlinecorporation.org
DIRECTORS ELIGIBILITY:
A Certificate obtained from Practicing Company Secretary that none of the Directors of the Company are
disqualified is attached herewith as Annexure VII of the Report.
Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their status:
No Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year.
Details of difference between of amount of valuation done at the time of one-time settlement and the
valuation done while taking loan
Not Applicable.
OTHERS:
a) No issue of Equity Shares or Securities with Differential Voting Rights.
b) No issue of Equity Shares or Securities with Employees Stock Option Scheme.
c) No Voluntary revision of financial statements or Board Report was made during the year.
d) No amount or Shares were required to be transferred to Investor Education and Protection Fund.
APPRECIATION:
Your Directors acknowledge the continued support and cooperation received from the Central
Government, Shareholders, Banks and other Lenders, suppliers and Dealers.
The Board also wishes to record its sincere appreciation of the total commitment, dedication and hard
work, put in by every member of Frontline Group.
By order of the Board of Directors of
Frontline Corporation Limited
Sd/-
Place: Ahmedabad Ram Prasad Agarwal
Date: 14th August, 2024 Chairman
DIN: 00060359
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