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Directors Report of Frontline Corporation Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting their 36th Annual Report along with Audited Accounts for the year ended
on March 31, 2025.
|
Financial Performance and Appropriations : |
(Rs in Lacs) |
(Rs in Lacs) |
|
Current Year |
Current Year |
|
|
ended on |
ended on |
|
|
31-03-2025 |
31-03-2024 |
|
|
Revenue from Operations |
10,395.62 |
8,784.94 |
|
Other Income |
436.51 |
335.93 |
|
Total Income |
10,832.13 |
9120.87 |
|
Total Expenses |
10,474.47 |
8,964.30 |
|
Profit /(Loss) before Taxation |
357.66 |
156.57 |
|
Provision for Taxes - Current |
55.89 |
33.00 |
|
Provision for Taxes - Deferred |
12.92 |
2.00 |
|
Profit /(Loss) for the year from continuing operations |
288.85 |
121.57 |
|
Other comprehensive Income (Net of Tax) |
0.37 |
(5.42) |
|
Total Comprehensive Income |
289.22 |
116.16 |
RESERVES AND SURPLUS:
The Company has transferred the whole of the Profit of Rs. 288.85 Lacs to Retained Earnings under the head
Other Equity. Further Other Comprehensive Income of Rs. 0.37 Lacs has been transferred to the other
comprehensive Income under the head Other Equity.
DIVIDEND:
In order to conserve resources, your Directors do not recommend any dividend for the year. The Dividend Policy
is available on the website of the company. Link of Dividend Policy : chrome-
extension://efaidnbmnnnibpcajpcgldefindmkaj/https://www.frontlinecorporation.org/_files/ugd/77758d_7e31d5
d5d770486085be7fd56a491afa.pdf
Disclosure under Rule 8 (5) of Companies (Accounts) Rules, 2014:
STATE OF AFFAIRS
Revenue from operations has increased from Rs. 8,784.94 Lacs to Rs. 10,395.62 Lacs which is approximately
increase of 18.33%. The financial charges have increased from Rs. 22.29 Lacs to Rs. 83.92 Lacs which is
approximately increase of 276%.
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 Key Managerial Personnel.
With respect to the appointment of Director, during the 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.
Furthermore in the Annual General Meeting of the Company held on 28th September, 2024 she was appointed as
Independent Director.
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.
Mr. Pawan Kumar Agarwal, was re-appointed as Managing Director of the Company ( holding Director
Identification Number : 00060418 ) with effect from 20.01.2025
RESIGNATION AND CESSATION:
During the year under review, Mrs. Aarefa Kutub Kapasi ( DIN : 07127418 ) has ceased to be Director with
effect from 22nd March, 2025. Other than this no Director / 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. 80.35 Lacs is outstanding as on 31st March, 2025 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 Insolvency Resolution Process (CIRP) by
the Honâble National Company Law Tribunal, Kolkata Bench vide it judgement dated 19.03.2024 in the
matter of Pegasus Asset Reconstruction Private Ltd against M/s Fairdeal Supplies Ltd., and an Interim
Resolution Professional has been appointed by the Bench.
The suspended management of Fairdeal Supplies Limited filed an appeal before the Honâble National
Company Law Appellate Tribunal, New Delhi (NCLAT), against the said Judgment and the same has
been dismissed by NCLAT
Thereafter, the suspended management of the Company has filed an appeal for stay before the Honâble
Supreme Court against National Company Law Appellate Tribunal, New Delhi and the same has also
been dismissed, thereby upholding the initiation of CIRP.
As stated in the aforesaid note, the outcome may have implications on the financial position of the
Company, depending on the claims admitted and recoverability. The ultimate outcome and
consequential financial impact, if any, is presently not determinable.
b) 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.
c) 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.
d) Income Tax
Further the following are the dues pending on account of dispute:
|
Nature of Dues |
|
|
Income Tax as below: |
|
A.Y. |
Demand |
Matter of Addition |
Remarks |
Amount Rs. in Lacs |
|
2010¬ 11 |
143(3) |
Demand Adjusted but |
No appeal lying against this demand |
2.61799/- |
|
2017¬ 18 |
143 (3) |
Appeal hearing |
Appeal hearing pending before NFAC. |
Nil Note: No demand is |
|
2017¬ 18 |
270(A) |
Penalty matter against |
Penalty matter against Various |
78.73718 (including |
|
2018¬ 19 |
143(1)(a) |
Book Profit doubled |
Book Profit doubled due to schema |
39.75,520/- |
|
Total of Income tax |
121.11,037/- |
|||
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 Honâble Calcutta High Court.
The Single Bench of Honâble High Court passed an order against the Company. However, the Company filed an
appeal against the said order in the Double Bench of Honâble 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 Honâble Calcutta High
Court in Honâble Supreme Court. Special Leave Petition order was passed against the Company by setting aside
the Double Bench of Honâble 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.
DIRECTORâS 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 2024 - 2025.
AUDITORS AND AUDITORS REPORT:
M/s. Paresh Thothawala & Co., Chartered Accountants (Firm Registration No. 114777W) Statutory Auditors of
the Company, holds office till the conclusion of Annual General Meeting for the year ended on 31st March, 2027.
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 |
Punjab & Sind Bank has earlier taken |
|
|
Since physical possession of the said property |
||
|
the notices and the Bank''s action to sale these |
was given by TCS Ltd., the Licensee without |
|
|
properties of the company by filing a |
our permission, the matter is contested in Punjab & Sind Bank has taken physical However, the company has protested the |
|
|
Hon''ble High Court and The Bank preferred to |
contention in case filed by the Bank in Debt |
|
|
file an appeal at the Supreme Court against the |
Recovery Tribunal Kolkata. The matter is |
|
|
order of Calcutta High Court. The order of |
under hearing. |
|
|
Special Leave Petition was given against the |
Meanwhile the Company also filed a case The Single Bench of Honâble High Court |
|
|
The Bank filed a Special Leave Petition The said Miscellaneous application has been |
||
|
Non Availability of balance confirmation |
These are the parties of the small amount and |
|
|
Qualified Opinion |
||
|
1 |
Notes to the standalone financial results, regard |
The interest provision on NPA bank accounts The said Miscellaneous application has been |
|
2 |
Notes to the standalone financial statements |
In reply to para 2 of qualified opinion raised by |
|
assets and consequential impact if any on the |
matter and the Company is actively undertaking |
|
|
Due to uncertain consequence in this matter, |
The qualified opinion raised by the Statutory |
|
|
Internal Financial Control |
||
|
1 |
The Company did not have internal control |
Internal Control System is being strengthen. Further Necessary measures are being taken |
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 armâs 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, 2025 is provided on the website of the Company i.e.
www. frontlinecorporati on.org
SECRETARIALAUDIT REPORT:
Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2025
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:
TVip» Hp» ai1e nf rViarcr^e wVnr*Vi ie \/p» tr\ rpmctprpH v\/i Vi POP Qrp ae
|
Sr. No. |
Brief description of the charges or satisfaction |
Amount Charge |
of |
Period by which such charge |
|
1 |
Mahindra & Mahindra Financial Services Ltd, 4th Floor, Dr. G M Bhosale |
8,00,000/- |
03/03/2023 |
|
|
2 |
Kotak Mahindra Prime Limited 27BKC, C 27, G Block,Bandra Kurla |
12,15,000/- |
30/11/2022 |
The details of non-satisfaction of charges is as under:
|
Sr. No. |
Brief description of the charges or satisfaction |
Amount of |
Period by which |
|
1 |
GE Capital Transportation Financial Services Limited, 04, Link Road, |
1,89,70,000/- |
27/04/2005 |
|
2 |
GE Capital Transportation Financial Services Limited, 04, Link Road, |
47,00,000/- |
18/07/2005 |
|
3 |
GE Capital Transportation Financial Services Limited, 04, Link Road, |
1,15,00,000/- |
25/09/2006 |
|
4 |
GE Capital Transportation Financial Services Limited, 04, Link Road, |
1,15,00,000/- |
25/09/2006 |
|
5 |
The Jammu & Kashmir Bank. Kolkata Main Branch , Mukherjee Road , |
2,50,00,000/- |
10/02/2010 |
|
6 |
Mahindra & Mahindra Financial Services Ltd, 4th Floor, Dr. G M Bhosale |
9,30,000/- |
13/01/2018 |
|
7 |
UCO Bank, Industrial Finance Branch,3, Nataji Subhas Road,Kolkata, West |
8,00,00,000/- |
13/07/2006 |
|
8 |
UCO Bank, Flagship Corporate Branch,3, Nataji Subhas Road,Kolkata, |
285,00,00,000/- |
19/03/2008 |
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.
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. frontlinecorporati on.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. Dipen Ashit Dalal
(B) Mrs. Ummay Amen Mashraqi
(C) Mrs. Aarefa Kutub Kapasi ( upto 22nd March, 2025 )
(D) Mrs. Dipika 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 |
No. of Directors |
Name of the Director attending |
|
1 |
01/04/2024 |
7 |
4 |
1. Mr. Dipen Dalal 2. Mrs. Aarefa Kutub Kapasi 3. Mrs. Dipika Pradeep Soni |
|
2 |
30/05/2024 |
7 |
6 |
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 |
14/08/2024 |
8 |
7 |
1. Mr. Pawankumar Agrawal 2. Mr. Narayan Prasad Agarwal 3. Mr. Ram Prasad Agrawal 4. Mrs. Ummay Amen Mashraqi 5. Mr. Dipen Ashit Dalal 6. Mrs. Aarefa Kutub Kapasi 7. Mrs. Dipika Pradeep Soni |
|
4 |
14/11/2024 |
8 |
6 |
1. Mr. Pawankumar Agrawal 2. Mr. Ram Prasad Agrawal 3. Mrs. Ummay Amen Mashraqi 4. Mr. Dipen Ashit Dalal 5. Mrs. Aarefa Kutub Kapasi 6. Mrs. Dipika Pradeep Soni |
|
5 |
20/01/2025 |
8 |
6 |
1. Mr. Pawankumar Agrawal 2. Mr. Ram Prasad Agrawal 3. Mrs. Ummay Amen Mashraqi 4. Mr. Dipen Ashit Dalal 5. Mrs. Aarefa Kutub Kapasi 6. Mrs. Dipika Pradeep Soni |
|
6 |
23/01/2025 |
8 |
6 |
1. Mr. Pawankumar Agrawal 2. Mr. Ram Prasad Agrawal 3. Mrs. Ummay Amen Mashraqi 4. Mr. Dipen Ashit Dalal 5. Mrs. Aarefa Kutub Kapasi 6. Mrs. Dipika Pradeep Soni |
|
7 |
14/02/2025 |
8 |
5 |
1. Mr. Ram Prasad Agrawal 2. Mrs. Ummay Amen Mashraqi 3. Mr. Dipen Ashit Dalal 4. Mrs. Aarefa Kutub Kapasi 5. Mrs. Dipika Pradeep Soni |
|
8 |
27/02/2025 |
8 |
5 |
1. Mr. Pawan Kumar Agrawal 2. Mrs. Ummay Amen Mashraqi 3. Mr. Dipen Ashit Dalal 4. Mrs. Aarefa Kutub Kapasi 5. Mrs. Dipika Pradeep Soni |
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 2024-25 and hence no
complaint is outstanding as on 31.03.2025 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: 2nd August, 2025 Chairman
DIN:00060359
Mar 31, 2024
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) |
(Rs in Lacs) |
|
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 Honâble 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 Honâble 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 Honâble 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 |
Matter of Addition |
Remarks |
Amount (Rs.) |
|
2010¬ 11 |
220(2) |
Demand Adjusted but interest |
No appeal lying against this |
2,61,799/- |
|
2017¬ 18 |
270 (A) |
Penalty matter against |
Penalty matter against Various |
96,54,828/- |
|
2018¬ 19 |
143(1)(a) |
Book Profit doubled due to |
Book Profit doubled due to |
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 Honâble Calcutta High Court.
The Single Bench of Honâble High Court passed an order against the Company. However, the Company
filed an appeal against the said order in the Double Bench of Honâble 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 Honâble Calcutta
High Court in Honâble Supreme Court. Special Leave Petition order was passed against the Company by
setting aside the Double Bench of Honâble 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.
DIRECTORâS 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 |
Punjab & Sind Bank has earlier taken Symbolic Since physical possession of the said property was Punjab & Sind Bank has taken physical possession However, the company has protested the Meanwhile the Company also filed a case against |
|
Petition was given against the Company by |
The Single Bench of Honâble High Court passed an The Bank filed a Special Leave Petition against The said Miscellaneous application has been heard |
|
|
Non Availability of balance confirmation |
These are the parties of the small amount and the |
|
|
Qualified Opinion |
||
|
1 |
Notes to the standalone financial results, |
The interest provision on NPA bank accounts has The said Miscellaneous application has been heard |
|
29.04.2024. |
||
|
2 |
Notes to the standalone financial |
In reply to para 2 of qualified opinion raised by the |
|
Due to uncertain consequence in this |
The qualified opinion raised by the Statutory |
|
|
matter, we are unable to identify impact |
||
|
if any on standalone financial statement, |
||
|
Internal Financial Control |
||
|
1 |
The Company did not have internal |
Internal Control System is being strengthen. The Fairdeal Supplies Limited is in the process of Further Necessary measures are being taken by the |
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 armâs 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 |
|
1 |
GE Capital Transportation Financial Services Limited, 04, Link |
1,89,70,000/- |
|
2 |
GE Capital Transportation Financial Services Limited, 04, Link |
47,00,000/- |
|
3 |
GE Capital Transportation Financial Services Limited, 04, Link |
1,15,00,000/- |
|
4 |
GE Capital Transportation Financial Services Limited, 04, Link |
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 |
9,30,000/- |
|
7 |
UCO Bank, Industrial Finance Branch, 3, Netaji Subhash |
8,00,00,000/- |
|
8 |
UCO Bank, Flagship Corporate Branch, 3, Nataji Subhas |
285,00,00,000/- |
|
9 |
Mahindra & Mahindra Financial Services Ltd, 4th Floor, Dr. G M |
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 |
No. of Directors |
Name of the Director attending |
|
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 |
|
5 |
31/08/2023 |
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 |
|
7 |
19/12/2023 |
8 |
3 |
1. Mr. Pawankumar Agrawal 2. Mrs. Aarefa Kutub Kapasi 3. Mrs. Dipika Pradeep Soni |
|
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 |
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
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their 25th Annual report
along with Audited Accounts for the year ended on March 31,2014.
Financial Performance :
(Rs, in Lacs)
Current Year Past Year
31-03-2014 31-03-2013
Revenue from Operations 4198.46 4394.96
Other Income 404.90 344.39
Finance Charges 558.29 651.45
Depreciation 209.01 220.38
Profit Before Taxation (125.95) (490.56)
Provision for Income-Tax Current Taxes (104.26) (256.81)
Earlier Periods (7.92) NIL
Profit /( Loss) after (13.77) (233.75)
taxation but before
exceptional and Extra
Ordinary Items
Exceptional & Extra Ordinary Items 3.36 (72.55)
Profit/ ( Loss) for the year (17.13) (161.20)
Profit Brought Forward 694.06 855.26
Proposed Dividend NIL NIL
Balance Carried to Balance-Sheet 676.93 694.06
Notes:
Previous years'' figures have been regrouped wherever necessary to bring
them in line with the current year''s representation of figures.
Dividend:
Due to loss during the year under the review, your Directors do not
recommend any dividend for the year.
Review Of Operations:
The year 2013-2014 marked deterioration in the fundamentals of both the
global and the Indian economies. The year under review was a
challenging one for your company as well. Your Company made a Net Loss
of Rs. 17.13 Lacs against Net Loss of Rs. 161.20 Lacs in the earlier
year.
The company operates in four business segments viz. Transportation,
Trading, Generation of wind energy, and renting of immovable
properties.
During the year the company has achieved operational income of Rs.
4198.46 Lacs as against Rs. 4394.96 Lacs in the previous year. The
company posted Loss before tax of Rs. 125.95 Lacs as against Loss
before Tax of Rs. 490.56 Lacs in the previous year. The Company
incurred Loss after Tax of Rs. 17.13 Lacs as against Rs. Loss of Rs.
161.20 Lacs in the previous year. A balance of Rs. 676.93 Lacs has been
carried forward to Balance Sheet as against Rs. 694.06 Lacs in the
previous year.
Audit Committee:
The Company has constituted an Audit Committee pursuant to the
provisions of Section 292A of the Compa- nies Act, 1956 and clause 49
of the Listing Agreement. The Audit Committee consists of Shri Bharat
Arora, Shri Virendra Sharma and Shri Saurabh Jhunjhunwala. Shri Bharat
Arora, Independent Director is chairman of the Audit Committee.
The composition of the Audit committee and the attendance of each
director at these meetings are given below:-
Sr. Director Category of Chairman No. of No. of
No. Directorship /Member meetings meetings
held attended
1 Shri Bharat Arora Independent
Director Chairman 5 5
2 Shri Virendra Sharma Independent
Director Member 5 5
3 Shri Saurabh Jhunjhunwala Non- Executive
Director Member 5 5
The Chairman of the Committee was present at the last annual general
meeting to answer shareholders query.
Transfer to Reserve & Surplus
The opening Balance of Reserves and Surplus was Rs. 6.94 Crores. The
Board of Directors proposes to transfer Net Loss of Rs. 0.17 Crores to
Reserve & Surplus aggregating to Rs. 6.77 Crores.
Subsidiary of the Company.
The Company does not have any subsidiary Company.
Deposits :
The Company has not accepted any deposits from public to which the
provisions of Section 58 - A of the Companies Act, 1956 and rules made
there under are applicable.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The Company is not engaged in any manufacturing activity and hence the
particulars with respect to conserva- tion of energy, technology
absorption are either not applicable or such particulars are Nil. The
details in respect of foreign exchange earnings and out go are as
under:
Particulars Amount in Foreign Amount
Currency
Total Foreign Exchange
earning Euro 17568 Rs. 12,66,958/-(Previous
( Previous Year Year Rs. 12,18,752/-)
Euro 17472 )
Total Foreign Exchange
outgo Euro 658.80(Previous
Year EURO 655.20) Rs.35,901 (Previous Year
Rs 35,535/- )
Activities relating to export, initiative taken to increase exports
development of new export markets for products and services, and export
plans:
No activities relating to export was undertaken during the year. Due to
high volatility in the iron ore market and low demand of iron ore, the
Company could not take any steps to explore the foreign market. The
Company is awaiting for the appropriate time for price stabilization of
iron ore and stability in foreign currency to explore the export of
iron ore.
Directors :
Shri Ram Prasad Agarwal and Shri Saurabh Jhunjhunwala, Directors of the
Company retire by rotation and being eligible offer themselves for
re-appointment. You are requested to accord your approval to their
appoint- ment.
Shri Bharat Arora, Independent Director of the Company resigned from
the office of Director on 25th Au- gust, 2014 due his pre-occupation in
other work. Consequently, he also resigned from the Chairmanship of
Audit Committee, Remuneration and Nomination Committee and Stakeholders
Committee on the same day and his resignation has been accepted by the
Board.
The Board places on record its appreciation for the assistance and
guidance provided by Shri Bharat Arora during his tenure as Director of
the Company.
Pursuant to Sections 149, 152, Schedule IV of the Companies Act, 2013
read with Companies (Appointment and Qualification of Directors) Rules,
2014, it is proposed to appoint Mr. Rahul Chomal as Independent Direc-
tors of the Company up to 5 (five) consecutive years, starting from his
date of appointment. Mr. Rahul Chomal was appointed by the Board of
directors in their meeting held on 14th August, 2014. The Company has
also received notice pursuant to Section 160 of the Companies Act, 2013
from members proposing the appointment of aforesaid Independent
Directors.
None of the Directors of your Company is disqualified as per provisions
of Section 274(1) (g) of the Companies Act, 1956. The Directors of the
Company have made necessary disclosures as required under various
provi- sions of the Companies Act, 1956 and Clause 49 of the Listing
Agreement.
Further, pursuant to Section 149 of the Companies Act, 2013 & rules
made thereunder and Clause 49 of the Listing Agreement, an independent
director shall hold office for a term upto five consecutive years on
the Board of a company and shall be eligible for re-appointment, for
another term of upto five consecutive years on passing of a special
resolution by the Company.
Accordingly, your Board hereby proposes to appoint Shri Virendra
Sharma, Mr. Jiwraj Khaitan and Mr. Sital Kumar Banerjee for 5 years
upto 31st March, 2019.
Directors Responsibility Statement:
The Directors confirm:
Pursuant to Section 217
a) that in the preparation of Annual Accounts, the applicable
Accounting Standards have been followed and that no material departures
have been made from the same.
b) that they have selected such Accounting Policies and applied them
consistently and made judgments and estimates that are responsible 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 or Loss
of the Company for that period ;
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) that they have prepared the Annual Accounts on a going concern
basis.
Listing Fees:
The Company has already paid the necessary listing fees for the year
2014 - 2015 to the BSE Limited, Ahmedabad Stock Exchange Limited and
The Calcutta Stock Exchange Limited.
Auditors and Auditors'' Report:
M/s. Paresh Thothawala & Co., Chartered Accountants, Ahmedabad,
Statutory Auditors of the Company holds office until the conclusion of
the ensuing Annual General Meeting and are eligible for re-appointment.
The Company has received a letter from them to the effect that their
re-appointment, if made, would be within the limits prescribed under
Section 141 and other applicable provisions, of the Companies Act 2013
and they are not disqualified for such re- appointment under the
applicable provisions of the Companies Act, 2013 and rules made
thereunder.
Based on the recommendations of the audit Committee, the Board of
Directors of the Company proposes the re- appointment of M/s. Paresh
Thothawala & Co., Chartered Accountants, as the Statutory Auditors of
the Company.
Auditors'' observations:
The Auditors in their Report dated 30th May, 2014 have made certain
observations on the accounts for the year under review.
In reply to point No. 1,2 and 3 of Emphasis of Matter raised by the
Statutory Auditors of the Company in their Independent Auditors'' Report
it is stated that the attachment of properties by the Bank 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 Banks. Further the Company is also making
all its efforts to repay the debt and to release the property.
In reply to para 4 of the Independent Auditors'' Report it is stated
that the Company is making all its efforts to strengthen the internal
controls over the generation and disposal of scrap. Even though the
Company has during the current year implemented the process of
strengthening of internal controls over generation and disposal of
scrap by maintain the records and putting the required manpower for the
same. The Board of Directors of the Company feels that the process of
strengthening of internal controls is more costlier than the revenue
generated.
In reply to sub Para (a) of Para (ix) of the Independent Auditors''
Report it is stated that the Company could not pay VAT on due date on
account of liquidity crunch. However, the Company has since then paid
VAT on the fixed assets sold during the year.
In reply to Para (xi) of the Independent Auditors'' Report it is stated
that the Company is facing liquidity and financial crisis and
consequently the Company is unable to pay to its Bankers. The Board of
Directors of the Company are making all their efforts to protect
legally properties of the Company and to repay the debt to the Bankers
at the earliest.
In reply to Para (xv) of the Independent Auditors'' Report it is stated
that the Company at the time when M/s. Fairdeal Supplies Limited, a
Group concern of the Company obtained the loan from the Banks, the
financial conditions and other prospects of M/s. Fairdeal Supplies
Limited were excellent. The Board of Directors of the Company did not
forecast that loan availed by M/s. Fairdeal Supplies Limited will be
defaulted. The Bankers of M/s. Fairdeal Supplies Limited have
stipulated a condition to give the collateral and guarantee for the
facilities to be availed by the Fairdeal Supplies Limited.
The Board of Directors of the Company would further like to state that
it has already filed necessary petition before the respective
authorities for compounding the matter.
Particulars of Employees:
The information required under section 217(2A) of the Companies Act,
1956 read with the Companies (Particu- lars of the Employee) Rules,
1975 as amended to date is not attached as there are no employees who
are in receipt of remuneration in excess of prescribed limits.
Material Changes and Events occurring after Balance Sheet:
There are no material changes and events occurring after the Balance
Sheet date and upto the date of signing of the report, which may have
any material impact on the operations of the Company.
Acknowledgement:
The Board of Directors of the Company takes this opportunity to thank
the Banks, Financial Institutions, Central and State Government
Authorities, regulatory Authorities, Customers, Suppliers, Shareholders
and investors at large for their continued support to the Company and
look forward to having the same support to the Company and look forward
to having the same support in the years to come.
The Board of Directors of the Company also wish to place on record
their deep and special appreciation for the unstinting diligence and
dedication of the Company''s employees.
By order of the Board of Directors of
Frontline Corporation Limited
Place : Ahmedabad Pawan K umar Agarwal
Date : August 25, 2014 Managing Director
Mar 31, 2013
To The Members,Of Frontline Corporation Limited
The Directors present their Report on the Audited Accounts of the
Company for the year ended 31st March, 2013
Financial Performance :
(Rs, in Lacs)
Current Year Current Year
31-03-2013 31-03-2012
Revenue from Operations 4394.96 6977.72
Other Income 344.39 170.34
Finance Charges 651.45 681.83
Depreciation 220.38 240.52
Profit Before Taxation (490.56) (304.49)
Provision for Income-Tax Current Taxes NIL NIL
Differed Taxes (256.81) (37.56)
Earlier Periods NIL (45.98)
Profit /( Loss) after
taxation but before
exceptional and Extra
Ordinary Items 233.75 220.95
Exceptional & Extra
Ordinary Items 72.55 10.22
Profit/ ( Loss) for
the year (161.20) (231.17)
Profit Brought Forward 855.26 1086.43
Proposed Dividend NIL NIL
Balance Carried to
Balance-Sheet 694.06 855.26
Note :
Previous years'' figures have been regrouped wherever necessary to
bring them in line with the current year''s representation of figures.
Dividend:
With a view to conserve the resources, your directors have decided not
to recommend any dividend for the year under review.
Review of Operations:
The year 2012-2013 marked deterioration in the fundamentals of both the
global and the Indian economies. The year under review was a
challenging one for your company as well. However, Your Company posted
Net Loss of Rs. 161.20 Lacs against Net Loss of Rs. 231.17 Lacs in the
earlier year. The Exceptional & Extra Ordinary Items include prior
period income (net) of Rs 35.61 Lacs and profit on sale of assets of
Rs37.27 Lacs and loss on sale of fixed assets of Rs. 0.33 Lacs in
comparison to prior period expenses (net) of Rs. 24.62 Lacs, profit on
sale of fixed assets of Rs. 25.77 Lacs and loss on sale of fixed assets
of Rs. 11 .-37 Lacs.
Your company is hopeful to make better performance in current financial
year.
The company operates in four main business segments viz.
Transportation, Trading, Generation of wind energy, and renting of
immovable properties.
During the year the company has achieved operational income of Rs.
4394.96 Lacs as against Rs. 6977.72 Lacs in the previous year. The
company posted Loss before tax of Rs. 490.56 Lacs as against Loss
before Tax of Rs. 304.49 Lacs in the previous year. The Company
incurred Loss after Tax of Rs. 161.20 Lacs as against Rs. Loss of Rs.
231.17 Lacs in the previous year. A balance of Rs. 694.06 Lacs has been
carried forward to Balance Sheet as against Rs. 855.26 Lacs in the
previous year.
Exports:
Due to global slowdown and also various restrictions on export of Iron
Ore, your company did not export as against export of 27336.55 MT
amounting to USD 3900240.34 (INR 189,206,252.05) in the previous year.
However, your company is keeping a close watch on the market and would
re-commence the export iron ores at the appropriate time.
Finance & Investment:
Tight Monetary Policy throughout the year kept bank base rate high
which resulted in increased and high interest rates for the Company.
Since interest rate are expected to remain high and owing to the
relatively high amount of leverage, it is the intent of the Company to
reduce debt in the years to come.
The Company follows a conservative policy in managing its foreign
exchange liabilities to minimize the risk associated with fluctuation
in foreign exchange rates.
Segment information,
Segments information is given along with financial statements. The
company has identified four segments viz "Trans- potation, Trading,
Renting of immovable properties & Wind Power Generation". The major
and material activities of the company are restricted to three
geographical segments i.e. Kolkata, Ahmadabad and Bangalore.
Transportation:
Industry Scenario /opportunity & Out Look I Risk & concern
The road transportation industry has been the most significant
constituent of the Indian logistics industry. However, the segment
continues to struggle to cater to the country''s size and widely
spread consumption hubs.
Despite significant improvement in road transportation, the sector has
been witnessing several challenges namely, infrastructure constraints,
rising fuel prices
As road transportation is a low-margin business, the unfavorable trend
of rising fuel prices (estimated to constitute 50-60 percent of total
transportation expenditure) critically affects operators''
profitability.
The Company has two different kind of contracts viz, "Logistic
Contracts and own trucks contract. Under the logistic contract, the
Company enters into contract with its client for providing logistic
support to various destinations by hiring trucks from the market and
ensures transportation of goods to the designated destinations of its
client.
Under the contract for deployment of own trucks, the Company deploys
its own trucks/ vehicles with its client round the clock. The Company
expects 15-20% growth in both contracts.
During the year under review, your Company continued to get / renewed
transportation Contracts from valued customers to cater needs of its
valued clients. The Revenue from Transport Operations decreased from
Rs. 15.78 Crores in the previous year to Rs 11.86 Crores in the current
year registering a decrease by 24.84% due to closure of unviable
Branches and increased cost of oil and spare parts. The Company has
already restructured its transport activities for optimum utilization
of its fleet of commercial vehicles and is hopeful to come out with
satisfactory results in the days to come.
Trading
Industry Scenario /opportunity & Out Look / Risk & concern:
The growth outlook for the automotive aftermarket industry in India
continues to be positive, driven by sustained increase in vehicle
population and a shift towards high end vehicles.
Except for large automotive distributors, players across the
aftermarket faced margin pressure in the last few years.
This trend is likely to continue as most players in the Indian
aftermarket are still sub-scale and will be at risk of margin decline
due to pricing pressures as well as rising costs.
BOSCH Division is acting as the Main Distributor for Auto Components
manufactured by "BOSCH Ltd." for the Automotive Aftermarket and
supplies such spares to Authorised Service Centers of Bosch as well as
to retail outlets and neutral garages and workshops. BOSCH is the
global leader in Automotive Components and "BOSCH" brand products
come as OE fitments in all ranges of vehicles worldwide. With newer
models of vehicles being introduced in the market every year, the
business has very good potential in future. The Revenue from trading
Operations of automotive parts of "BOSCH" increased to Rs. 19.41
Crores in comparison to Rs. 18.45 Crores in the previous year
registering an increase 5.20%.
Mahindra & Mahindra Division is acting as the Super Distributor Farm
Equipment Segment manufactured by "Mahindra & Mahindra Ltd.,"
Mahindra & Mahindra Ltd., has withdrawn the distributorship of
Automotive Components w. e. f. 01.04.2012 due to change in their policy
and allowed the Company only to operate Farm Equipment Segment in
central and northern clusters of Gujarat. The Revenue from trading
Operations of automotive parts of "Mahindra & Mahindra Ltd"
decreased to Rs. 8.34 Crores in comparison to Rs. 10.61 Crores in the
previous year registering a decrease of 21.39% as the turnover in the
previous year consisted of both revenue from sale of automotive components
and Farm Equipment parts. Your Company is focusing on increase
the revenue by increasing clientele of Farm Equipment Segment by
aggressive sales campaign in the current year.
Iron & Steel Division:
Industry Scenario /opportunity & Out Look / Risk & concern:
During the year under review, the global Iron - ore market witnessed
volatile market conditions owing to sharp decrease in its prices. The
demand of Iron Ore was decreased due to lower off take by China and
other countries. During the same period the Steel Sector witness
slump. Our government also imposed higher export duty on export of iron
ores for safeguarding natural resources. The demand of steel from
Infrastructure Sector also declined due to their financial constraints
Furthermore, since domestic steel industry does not have adequate
sintering capacity, dumped fines will cause huge environmental
problems.
Export of Iron Ores
Due to global slowdown and also various restrictions on export of Iron
Ore, your company did not export as against export of 27336.55 MT
amounting to USD 3900240.34 (INR 189,206,252.05) in the previous year.
However, your company is keeping a close watch on the market and would
re-commence the export iron ores at the appropriate time.
Wind Energy Generation:
Industry Scenario /opportunity & Out Look / Risk & concern
India is the 3rd largest annual wind power market in the world, and
provides great business opportunities for both domestic and foreign
investors. Diverse incentives supported by a long-term policy and
regulatory framework at the central and state levels have played a
crucial role in achieving this goal. Wind power is now increasingly
accepted as a major Complementary energy source for securing a
sustainable and clean energy future for India.
Historically, the States of Tamil Nadu, Karnataka, Maharashtra and
Gujarat have been the leaders in terms of total wind installations. The
States of Rajasthan, Madhya Pradesh and Kerala are quickly catching up.
More than 95 percent of the nation''s wind energy development to date
is concentrated in just five states in southern and western India -Tamil
Nadu, Andhra Pradesh, Karnataka, Maharashtra, and Gujarat. These five
states accounted for over 85% of the total installed capacity at the
end of the last plan period. Rajasthan is another emerging State with
rising wind turbine installations.
Wind power generation in India began in 1986. many of the older
low-capacity (< 500 kW) wind turbines installed more than 10 to 12
years ago occupy some of the best wind sites in India. These turbines
need to be replaced with more efficient, larger capacity machines, one
of the immediate benefits after replacing the old wind turbines is that
more electricity can be generated from the same site.
However due to a lack of policy guidelines and incentives for
replacing, concerns are raised on a number of subjects including
disposal of old machines, fragmented land ownership in existing wind
farms, clarity on the feed-in tariff offered to newly repowered
projects and constrained evacuation of the extra power generated.
The Revenue from Operations of the division increased to Rs. 1.22
Crores in comparison to Rs. 1.20 Crores in the previous year
registering an increase of 1.67% due to favorable weather condition
during peak seasons.
Renting of immovable properties:
Industry Scenario /opportunity & Out Look / Risk & concern
The growth in warehousing in India is primarily being driven by the
burgeoning manufacturing activity, increasing international trade and
the emergence of organised retail in the country. Increasing private
and foreign investments in infrastructure and easing government
regulations are further bolstering the growth of the warehousing sector
in India.
Policy reforms from the government including the establishment of
logistics parks in the PPP model, the implementation of the
Warehousing and Development Act 2007 and serious attempts to roll out
Goods and Services Tax (GST) are added reasons for the expected
expansion in the warehousing sector.
Infrastructure is one of the key growth factors for warehousing.
Insufficient and inefficient infrastructure has been a major drawback
of the Indian warehousing sector. The government has allocated funds in
order to address this issue.
India has become a manufacturing hub for most industries. The main
reasons for this are increasing domestic consumption and the
cost-effectiveness of outsourcing manufacturing activities. Some
industries have gained tremendous traction over the last few years,
cashing in on the ongoing trend of the economy. These include the
Automo- tive, Retail, Pharmaceutical and Agriculture.
Indian economy, the opportunities that the Indian landscape presents
and its immense potential for growth, the Indian warehousing sector
confronts several challenges. While the lack of sufficient physical
infrastructure is one of these challenges, the time lag between
devising and implementing strategies due to the lack of international
warehousing standards is another. Indian warehousing players face
challenges and bottlenecks at various stages of their operation
lifecycle. Some of these challenges are strategic while others are
operational and need to be managed on an ongoing basis.
The government has introduced good tax structures to reduce supply
chain costs and also to encourage the participation of private
players in the system. Octopi was one of the traditional taxes
introduced by the government. This was introduced with a view to
develop warehouses and trans-shipment hubs outside Octroi/state
boundaries. However, it was objected to by logistics organisations
since they allow delays at the Octroi check post as they ensure that
only goods which need to enter the Octroi zone do so. Otherwise,
further delays are involved in pre-paying Octroi on other goods and
collecting the refunds later.
Investments are needed in the warehousing sector in India to provide
organised capital to achieve a world- class infrastructure platform and
to support greater sophistication in services. CRISIL Research projects
investments of 170 billion to 190 billion in establishing warehouses by
2012-13 in India. A significant proportion of investments in
warehousing are envisaged in the free trade and warehousing zones and
logistics parks. The growth will be driven by organised warehousing,
changing tax structure and potential savings in carrying costs.
The Revenue from Operations of the division decreased to Rs. 2.10
Crores in comparison to Rs. 2.55 Crores in the previous year
registering a decrease of 17.78% due to lower demand of warehousing
requirement mainly by Iron Ore Exporters due to stiff international
market conditions. However your Company is looking forward to increase
in the revenue by tapping more opportunities.
Transfer to Reserve & Surplus
The Board of Directors proposes to transfer Loss of Rs. 1.61 Crores to
Reserve & Surplus aggregating to Rs. 6.94 Crores.
Subsidiary of the Company.
The Company does not have any subsidiary Company.
Deposits:
The Company has not accepted any deposits from public to which the
provisions of Section 58 - A of the Companies Act, 1956 and rules made
there under are applicable. -
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The details of Conversation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo are given in the Annexure
''B'' which forms part of the Directors'' Report
Green initiative
The members are informed that in accordance with Circular Nos. 17/2011
dated 21.4.2011 and 18/2011 dated 29.4.2011 issued by Ministry of
Corporate Affairs, Government of India, henceforth, the company is
proposing to send documents like notice of general meetings, audited
accounts, Directors Report, Auditors Report and other documents/
communications to the members in electronic form by email. Members
holding shares in dematerialized form are requested to register/update
their Email addresses with their depositary participants. Members
holding shares in physical form are requested to register/update their
Email addresses with the company via Email at:
investors@frontlinecorporation.com.
Directors:
Shri Narayan Prasad Agarwal and Shri Virendra Sharma, Directors of the
Company retire by rotation and being eligible offer themselves for
re-appointment. You are requested to accord your approval to their
re-appointment.
None of the Directors of your Company is disqualified as per provisions
of Section 274(1) (g) of the Companies Act, 1956. The Directors of the
Company have made necessary disclosures as required under various
provisions of the Companies Act, 1956 and Clause 49 of the Listing
Agreement.
Audit Committee:
The Company has constituted an Audit Committee pursuant to the
provisions of section 292A of the Companies Act, 1956 and clause 49 of
the Listing Agreement. The Audit Committee consists of Shri Bharat
Arora, Shri Virendra Sharma and Shri Saurabh Jhunjhunwala. Shri Bharat
Arora, Independent Director is chairman of the Audit Committee.
Directors'' Responsibility Statement:
The Directors confirm:
a) that in the preparation of Annual Accounts, the applicable
Accounting Standards have been followed and that no material departures
have been made from the same.
b) that they have selected such Accounting Policies and applied them
consistently and ,made judgments and estimates that are responsible and
prudent so as to give a true and fair view of the s{a*p of affairs of
the Company at the end of the Financial year and of the Profit or Loss
of the Company for that period ;
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
the Companies Act, 1956, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; .
d) that they have prepared the Annual Accounts on a going concern
basis.''
Auditors and Auditors'' Report:
M/s. Paresh Thothawala & Co., Chartered Accountants, Ahmadabad,
Statutory Auditors of the Company holds office until the conclusion of
the ensuing Annual General Meeting and is eligible for re-appointment.
The Company has received a letter from them to the effect that their
re-appointment, if made, would be within the limits prescribed under
Section 224(1 b) of the Companies Act 1956 and they are not
disqualified for such re- appointment within the meaning of section 226
of the said Act.
Based on the recommendations of the audit Committee, the Board of
Directors of the Company proposes the re- appointment of M/s. Paresh
Thothawala & Co., Chartered Accountants, as the Statutory Auditors of
the Company.
M/s. VPC & Associates, Chartered Accountants, Kolkata, Branch Auditors
of the Company retires at the ensuing Annual General Meeting and are
eligible for reappointment.
Based on the recommendations of the Audit Committee, the Board of
Directors proposes the re-appointment of M/s. VPC & Associates,
Chartered Accountants, Kolkata as Branch Auditors of the Kolkata
Division.
You are requested to re-appoint the Auditors.
The internal audit system is being strengthened in terms of size and
operations of the company. The slight delay in payment of statutory
dues viz. VAT on sale of fixed assets , payment of service tax and
payment of TDS has been caused on account of clerical oversight and the
company is strengthening the system to avoid any such delays in future.
There are no qualifications in the Independent Audit Report of the
Statutory Auditors. The Statutory Auditors has raised certain
attentions in the "Emphasis of Matters" in their Report. With regard
to Emphasis of Matter included in Auditors Report, the position of the
Board is adequately explained in the Notes to the Account which is an
integral part of the Financial Statement.
Your attention is invited to the following notes which explain special
matters in the Emphasis of Matters raised by Statutory Auditors as
follows:
Point No. 1 to Emphasis of Matters :
The company has provided Corporate Guarantee to UCO Bank in respect of
Credit Facilities enjoyed by Fairdeal Supplies Ltd. later on corporate
guarantee was discontinued but company has given some of its Fixed
Assets as Collateral Securities. UCO Bank has issued demand notice
dated 28-04-2011 to the borrowers/guarantors/mortgagors to repay the
amount mentioned in the notice, failing on which the bank has taken
Symbolic Possession of the properties in exercise of powers conferred
upon them under the SARFAESI Act, 2008. However the Company has
protested the contention and filed case against the Bank in Debt
Recovery Tribunal, Kolkata.
Point No. 2 and 3 to Emphasis of Matters:
Punjab & Sind Bank, one of the bankers to company has taken Symbolic
Possession of one sub leased property at Info city, Gandhinagar, Gujarat
and taken physical possession of company''s another property situated
at 8, OCH Street, Kolkata, West Bengal to recover its dues. The bank is
under process of auction of Kolkata Property. However the company has
protested the contention against case filed by the Bank in Debt
Recovery Tribunal Kolkata.
Point No. 4 to Emphasis of Matters:
The inventory of Iron Ore Fines at Vizag Branch in Visakhapatnam
measuring 7754.400 Mt Valued at Rs. 2,55,89,520 has been technically
tested by M/s Anatest & Maritime Consultants Visakhapatnam and the same
being certified of no value. The entire stock has been sold off for
Rs.7,75,440/-to reduce carrying cost of said materials. This material
was purchased against an export order for China but due to decline of
the price it could not be exported. Meanwhile the intrinsic value of
the material was also degraded and thus became unsuitable for export as
well as also unsuitable for domestic sale to Steel manufacturers. The
company was also incurring carrying cost for retaining the material.
Finally the material was sold at scrap value to save the carrying cost.
Point No. 5 to Emphasis of Matters:
The company has incurred cash loss of Rs 1,97,63,119/- during the year
and has also incurred cash loss in the immediately preceding previous
year. However it has not affected the going concern status of the
company.
The above points are properly recorded and disclosed in the Books of
Account in accordance with applicable provisions of law, governing
Accounting Standards and generally accepted Accounting principles and
practice.
As regards the observations in the annexure to the Auditor''s Report,
your company has taken/is taking necessary steps to ensure improvement
in certain procedures and also compliance of relevant laws. The
internal audit system is being strengthened in terms of size and
operations of the company. The slight delay/oversight in payment of
statutory dues viz. VAT on sale of fixed assets, payment of service tax
and payment of TDS has been caused on account of clerical oversight and
the company is strengthening the system to avoid any such delays in
future. The negotiations with bankers/financial institutions are going
on and your company is expecting to get an amicable solutions. The
Company is contemplating to file application for compounding of
contravention of provisions of section 295 of the Companies Act, 1956.
Internal Control Systems and their adequacy:
The Company maintains adequate internal control systems, which
provides, among other things, reasonable assurance of recording the
transactions of its operations in all material respects and of
providing protection against significant misuse or loss of
company''s assets.
Internal Controls are adequately supported by internal audit and
periodical review of by the management. The audit committee meets
periodically to review with the management and statutory auditors,
financial statements. The Audit Committee also meets with the internal
auditors to review adequacy /scope of internal audit function,
significant findings and follow up thereon and finding of abnormal
nature.
Your Company has installed CCTV in some of its Divisions, which brings
optimum utilisation of strength of its employees and will surely
safeguard the assets from theft/burglary or any unforeseen events.
The Corporate Governance & Management Discussion & Analysis (MDA)
Report:
The Corporate Governance & Management Discussion & Analysis (MDA)
Report forms part of the Directors'' Report. The certificate from the
Statutory Auditors of the Company certifying compliance of the
conditions of the Corporate Governance as stipulated in Clause 49 of
the Listing Agreement is annexed to the report on Corporate Governance
Particulars of Employees:
The information required under section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of the Employee) Rules, 1975
as amended to date is not attached as there are no employees who are in
receipt of remuneration in excess of prescribed limits.
Corporate Social Responsibility:
The Company as a responsible corporate citizen is contributing to
sustainable development by its economic activities combined with the
fulfillment of its social responsibilities for the communities it
operates in.
Cautionary Statements:
Statements in this Directors'' Report & Management Discussion and
Analysis describing the Company''s Objectives, projections, estimates,
expectations, or prediction may be "forward looking statements "
within the meaning of appli- cable securities laws and regulations.
Actual result might differ materially from those expressed or implied.
The Company assumes no responsibility in respect of the forward looking
statements herein, which may undergo changes in future on the basis of
subsequent developments, information or events.
Acknowledgement:
The Board of Directors of the Company takes this opportunity to thank
the Banks, Financial Institutions, Central and State Government
Authorities, regulatory Authorities, Customers, Suppliers, Shareholders
and investors at large for their continued support to the Company and
look forward to having the same support to the Company and look forward
to having the same support in the years to come.
The Board of Directors of the Company also wishes to place on record
their deep and special appreciation for the unstinting diligence and
dedication of the Company''s employees.
For and on behalf of Board of Directors of
FRONTLINE CORPORATION LIMITED
Date : 31st May, 2013 PAWANKUMAR AGARWAL RAMPRASAD AGARWAL
Place : Ahmadabad MANAGING DIRECTOR CHAIRMAN
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the 22nd Annual Report for
the year ended 31st March, 2011
Financial Performance:
(Rs. in Lacs)
Current Year Previous Year
31-3-2011 31-3-2010
Revenue from Operations 10149.02 9319.69
Other Income 73.25 363.66
Finance Charges 765.34 446.12
Depreciation 353.34 437,30
Profit Before Taxation 246.56 374.16
Provision for Income-Tax &
Fringe Benefit Tax Current
Taxes 46.22 203.95
Earlier Periods 5.28 NIL
Profit after Taxation 195.06 170.21
Prior Period Adjustments 8.13 15.35
Profit for the year 186.93 154.86
Profit Brought Forward 896.86 742.00
Proposed Dividend NIL NIL
Balance Carried to Balance-Sheet 1083.78 896.86
OPERATIONAL / PERFORMANCE REVIEW
The company operates in five main business segments viz.
Transportation, Trading, manufacturing, Generation of wind energy, and
renting of immovable properties. The Transport Division comprises of
income from Own Trucks and Logistic business is the 2nd largest in
terms of sales revenue. This division accounts for 23.36% of the total
turnover (including inter-segment) of the company for the year ended
31st March, 2011. Trading Division accounts for 63.42%, Manufacturing
Division accounts for 4.34%, Generation of Wind Energy accounts for
1.19 % and others includes for 5.40 % of the total turnover of the
company for the year ended 31st March, 2011.
During the year the company has achieved operational income of Rs.
101.49 Crores as against Rs. 93.20 Crores in the previous year. The
company posted Profit before tax of Rs. 2.4 Crores as against Rs. 3.74
Crores in the previous year. The Company earned Profit after Tax of
Rs. 1.87 Crores as against Rs. 1.55 Crores in the previous year after
prior period adjustment of Rs. 0.08 Crores in the current year. A
balance of Rs. 10.84 Crores has been carried forward to Balance Sheet.
Segment information,
Segments information are given along with financial statements. The
company has identified five segments viz "Transportation, Trading,
Manufacturing of Refractory Bricks, Renting of immovable properties &
Wind Power Generation". The major and material activities of the
company are restricted to three geographical segments i.e. Kolkata,
Ahmedabad and Bangalore.
Transportation:
The Company has two different kind of contracts viz, "Logistic
Contracts and own trucks contract. Under the logistic contract, the
Company enters into contract with its client for providing logistic
support to various destinations by hiring trucks from the market and
ensures transportation of goods to the designated destinations of its
client. Under the contract for deployment of own trucks, the Company
deploys its own trucks/ vehicles with its client round the clock. The
Company expects 15-20% growth in both contracts.
During the year under review, your Company continued to get / renewed
transportation Contracts from valued customers to cater needs of its
valued clients. The Revenue from Transport Operations decreased from
Rs. 35.88 Crores in the previous year to Rs 25.43 Crores in the current
year registering a decrease by 29.11%. due to closure of one major
Branch and increased cost of oil and spare parts. The Company has
already restructured its transport activities for
optimum utilization of its fleet of commercial vehicles and is hopeful
to come out with satisfactory results in the days to come.
Trading
BOSCH Division is acting as the Main Distributor for Auto Components
manufactured by "BOSCH Ltd." for the Automotive Aftermarket and
supplies such spares to Authorized Service Centers of Bosch as well as
to retail outlets and neutral garages and workshops. BOSCH is the
global leader in Automotive Components and "BOSCH" brand products come
as OE fitments in all ranges of vehicles worldwide. With newer models
of vehicles being introduced in the market every year, the business has
very good potential in future. The Revenue from trading Operations of
automotive parts of "BOSCH" increased to Rs. 16.46 Crores in comparison
to Rs. 14.50 Crores in the previous year registering a increase 13.52%.
Mahindra & Mahindra Division is acting as the Super Distributor for
Auto Components & Farm Equipment manufactured by "Mahindra & Mahindra
Ltd.," for the Automotive Aftermarket. With newer models of vehicles
being introduced in the market every year, the business has very good
potential in future. The Revenue from trading Operations of automotive
parts of "Mahindra & Mahindra Ltd" increased to Rs. 13.06Crores in
comparison to Rs. 9.85 Crores in the previous year registering a higher
increase of 32.60% mainly due to good potential in current scenario.
Iron & Steel Division:
The global iron ore market is hot. Everything good or bad about
economic activities is visible here. On the one hand, there is strong
recovery of demand with the global economic prospects back on track,
statistically so till date, concerns nevertheless remain. On the other,
speculators are back with panic driven Chinese steel industry rushing
to build stock before they set the table for talks with the iron ore
mining industry for the year's contract.
The future of the global iron ore industry depends on China. Many
believe the steel industry's growth in China will slow down. At this
stage, such a statement will be termed speculative only. The Chinese
mills, however, may not yield much ground. They will dig more into
their own resources, import more from the spot market and thereby
reduce their dependence on contracted volumes, if the prices are not
favorable. They have also invested heavily overseas on iron ore assets
and will bring in substantial quantities from there to meet some
critical needs. The iron ore industry knows that pushing the Chinese
mills to a tightrope will boomerang in the long term. More the Chinese
mills are stressed, more assets will they acquire, which ultimately
will reduce the dependence on the global iron ore cartel. China cannot
be ignored by the iron ore miners after all they produce nearly half of
world's steel.
A question has always been in the forefront : should the global coal or
iron ore contracts be floating types indexed to steel prices, or a
market based free float, or of a short duration, say, a month or a
quarter? So far, the global majors, tied to annual contracts, have not
been able to capitalize on the higher spot prices running through the
year on the average. It is not necessary that this will happen every
year. Yet, an optimistic mining industry globally is pushing for this.
This will effectively bring an end to the annual contracts.
The rise in global ocean freight has a very significant impact on the
iron ore prices. A higher freight will effectively reduce the contract
levels set on fob basis. Any attempt to push the burden of rising ocean
freight on to the buyer will be resisted. And if iron ore shipping
volumes drop, the dry bulk rates will also crash! One does not really
know who will bear the brunt of this. It depends on the strength of the
market: who is weak and who is not on the negotiating table.
India has taken a protectionist stance. The government needs revenue to
support the routine development expenditure and also the stimulus
measures. This also sends a signal to the local industry that rampant
exports cannot be permitted forever when the local industry faces
shortage. In addition, it has sent a strong signal that illegal mining
has to stop. Many mines are currently under investigation with their
mines lying closed. The local mining industry is lobbying hard to get
out of the multiple crises.
"India's Iron Ore: Following the Global Meltdown" report discusses the
current iron ore business in India, prospects for the future and
unfolds the opportunities to provide strategic guidance to investors
and all others related to iron ore business in India.
Export of Iron Ores
During the year your Company exported 68,200 MT amounting to US D
84,30,041.65/-( INR 38,59,18,465.39) to China & Singapore as against
22,800 MT amount to US D 27,90,185.55 (INR 12,71,20,854) in the
previous year, despite ups and down in International market . Your
Company look forward to continue export iron ores in the current year.
Bricks Division
Your Company has facilities to manufacture Refractoriness Bricks of
various sizes and qualities to cater the need of Steel Plants and Glass
Plants.
The company's manufacturing facility is located in Kadi, Gujarat. The
plant is modern and is supported by a team of qualified professionals.
The plant's existing Installed Capacity is 4,800 Metric tons per annum.
The company produces complete range of Refractoriness including:
- Fireclay in Medium & High heat duty in all Shapes and sizes with
Alumina contents from 30 to 45%
- High Grog & High Alumina Refractoriness with Alumina contents from 45%
to 99% for various applications in Steel plants, Cement kilns, Glass
furnaces, Sponge Iron, Aluminum, Non-Ferrous and Petrochemical
Industries.
- Sillimanite & Andalusite bricks and blocks for Glass plants.
- Basic bricks including Magnesite, Magnesia Carbon, Magnesite Chrome,
Chrome Magnesite, Alumina Chrome, Alumina Magnesia Carbon, Direct
bonded Mag chrome etc
- mortars for Power Plants & Chemical Industry
- Insulation bricks in conventional and special light weight bricks
- Various grades of mortars, ramming masses, gunning mixes and full
range of Constables
Within a short span of its commencement of manufacturing of
Refractories Bricks, The Division has long list of satisfied customers.
The Revenue from Operations of the division increased to Rs. 4.74
Crores in comparison to Rs. 5.47 Crores in the previous year
registering a slight decrease 12.80%. During the year under review the
Company has not exported bricks.
Wind Energy Generation:
Your company has been promoting Green Power through Wind Energy. We
totally have commissioned capacity of 2.365 MW. Your company has
successfully registered the project under VCS. Second issuance is in
process.
We continue to face the problem of realization of funds from the
government and also the Load Shedding. Besides the late arrival of
monsoon and the non availability of grid has affected the PLF All the
power generated is being sold to the Government and hence we need to
wait for the payment which is getting delayed. This is having serious
repercussions on the payments to be made for various term loans.
The Revenue from Operations of the division increased to Rs. 1.17
Crores in comparison to Rs. 1.22 Crores in the previous year
registering a decrease of 4.10% due to unfavorable weather condition
during peak seasons
Renting of immovable properties
Your Company is in the process of making investments in plots of
various sizes at the competitive prices and is in the process of
developing the plots. The income from Leave & License Agreement with
TCS Ltd., is giving a steady source of income.
The Revenue from Operations of the division increased to Rs. 2.49
Crores in comparison to Rs. 2,48 in the previous year registering a
increase of 0.40%.
DIVIDEND:
With a view to conserve the resources, your directors have decided not
to recommend any dividend for the year under review.
Transfer to Reserve & Surplus
The Board of Directors proposes to transfer Rs. 1.87 Crores to Reserve
& Surplus aggregating to Rs. 10.84 Crores.
Subsidiary of the Company.
The Company does not have any subsidiary Company.
Deposits:
The Company has not accepted any deposits from public to which the
provisions of Section 58 Ã A of the Companies Act, 1956 and rules made
there under are applicable.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The details of Conversation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo are given in the Annexure 'B' which
forms part of the Directors' Report
Green initiative
The members are informed that in accordance with Circular Nos. 17/2011
dated 21.4.2011 and 18/2011 dated 29.4.2011 issued by Ministry of
Corporate Affairs, Government of India, henceforth, the company is
proposing to send documents like notice of general meetings, audited
accounts, Directors Report, Auditors Report and other
documents/communications to the members in electronic from by email.
Members holding shares in dematerialized form are requested to
register/ update their Email addresses with their depositary
participants. Members holding shares in physical form are requested to
register/update their Email addresses with the company via Email at:
investors@frontlinecorporation.com.
Directors:
Shri Narayan Prasad Agarwal and Shri Saurabh Jhunjhunwala, Directors of
the Company retire by rotation and
being eligible offer themselves for re-appointment. You are requested
to accord your approval to their appointment.
During the current year, the Company has co-opted Mr. Jiw Raj Khaitan
as an Additional Director of the Company. He holds office up to the
date of this Annual General Meeting at which his appointment would be
regularized subject to consent of the shareholders.
During the current year, the Company has co-opted Mr. Sital Kumar
Banerjee as an Additional Director of the Company. He holds office up
to the date of this Annual General Meeting at which his appointment
would be regularized subject to consent of the shareholders.
None of the Directors of your Company is disqualified as per provisions
of Section 274(1) (g) of the Companies Act, 1956. The Directors of the
Company have made necessary disclosures as required under various
provisions of the Companies Act, 1956 and Clause 49 of the Listing
Agreement.
Audit Committee:
The Company has constituted an Audit Committee pursuant to the
provisions of section 292A of the Companies Act, 1956 and clause 49 of
the Listing Agreement. The Audit Committee consists of Shri Bharat
Arora, Shri Virendra Sharma and Shri Saurabh Jhunjhunwala. Shri Bharat
Arora, Independent Director is chairman of the Audit Committee.
Directors' Responsibility Statement:
The Directors confirm:
a) that in the preparation of Annual Accounts, the applicable
Accounting Standards have been followed and that no material departures
have been made from the same.
b) that they have selected such Accounting Policies and applied them
consistently and made judgments and estimates that are responsible 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 or Loss of
the Company for that period ;
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) that they have prepared the Annual Accounts on a Going concern
basis.
Auditors and their observations:
M/s. Paresh Thothawala & Co., Chartered Accountants, Ahmadabad,
Statutory Auditors of the Company retires at the ensuing Annual General
Meeting and are eligible for reappointment. Yo u are requested to
reappoint the Auditors.
M/s. VPC & Associates, Chartered Accountants, Kolkata, Branch Auditors
of the Company retires at the ensuing Annual General Meeting and are
eligible for reappointment. You are requested to re-appoint the
Auditors.
The Auditors in their Report Dated 3rd September, 2011 have made
certain observations on the accounts for the year under review. The
company has supplied material to the concerns in which some of the
directors of the company were interested. The Company is in the process
of taking remedial action in the matter. The slight delay in payment of
statutory dues has been caused on account of clerical oversight and the
company is strengthening the system to avoid any such delays in future.
Corporate Governance Report:
The Corporate Governance & Management Discussion & Analysis (MDA)
Report forms part of the Directors' Report and are set out as separate
annexure to this report. The certificate from the Statutory Auditors of
the Company certifying compliance of the conditions of the Corporate
Governance as stipulated in Clause 49 of the Listing Agreement is
annexed to the report on Corporate Governance Particulars of Employees:
The information required under section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of the Employee) Rules, 1975
as amended to date is not attached as there are no employees who are in
receipt of remuneration in excess of prescribed limits.
Acknowledgement:
The Board of Directors of the Company wishes to express its
appreciation for the co-operation received from the Financial
Institutions, Bankers and executives and staff members of the Company
and look forward to their continued support in the years to come.
For and on behalf of Board of directors of
FRONTLINE CORPORATION LIMITED
Date: 3rd September, 2011 PAWAN KUMAR AGARWAL
Place: Ahmedabad MANAGING DIRECTOR
Mar 31, 2010
The Directors have pleasure in presenting the 21st Annual Report for
the year ended 31st March, 2010
Financial Performance:
(Rs, in Lacs)
Current Year Previous Year
31-3-2010 31-3-2009
Revenue from Operations 9319.69 6457.49
Other Income 363.66 202.97
Finance Charges 446.12 335.80
Depreciation 437.30 405.02
Profit Before Taxation 374.16 210.22
Provision for Income-Tax & Fringe
Benefit Tax Current Taxes 203.95 75.62
Earlier Periods Nil 2.03
Prolit alter Taxation 170.21 132.57
Prior Period Adjustments 15.35 1.52
Profit for the year 154.86 131.04
Profit Brought Forward 742.00 610.95
Proposed Dividend NIL NIL
Balance Carried to Balance-Sheet 896.86 742.00
PERFORMANCE REVIEW:
Your Company has earned Revenue from Operations of Rs. 9319.69 Lacs as
compared to Rs 6457.49 Lacs in the previous year registering a robust
increase of 44.32 %. The Company posted Profit before Taxation of Rs.
374.16 Lacs in comparison to Profit before Tax of Rs. 210.22 Lacs in
the earlier year. The Company earned a Profit after Tax of Rs. 154.86
Lacs in comparison to Rs. 131.04 Lacs in the previous year, after
prior period adjustment of Rs. 15.35 Lacs in the current year. A
Balance of Rs. 896.86 Lacs has been carried forward to Balance Sheet.
DIVIDEND:
With a view to conserve the resources, your directors have decided not
to recommend any dividend for the year under review.
TRANSFER TO RESERVE & SURPLUS
The Board of Directors proposes to transfer Rs. 154.86 to Reserve &
Surplus aggregating to Rs. 896.86 Lacs.
SEGMENT INFORMATION
Segments information are given along with financial statements. The
company has identified five segments viz "Transportation, Trading,
Manufacturing of Refractory Bricks, Renting of immovable properties &
Wind Power Generation". The major and material activities of the
company are restricted to three geographical segments i.e. Kolkata,
Ahmedabad and Bangalore.
Transportation
The Company has two different kind of contracts viz, "Logistic
Contracts and own trucks contract. Under the logistic contract, the
Company enters into contract with its client for providing logistic
support to various destinations by hiring trucks from the market and
ensures transportation of goods to the designated destinations of its
client. Under the contract for deployment of own trucks, the Company
deploys its own trucks/ vehicles with its client round the clock. The
Company expects 15-20% growth in both contracts.
During the year under review, your Company continued to get / renewed
Transportation Contracts from valued customers to cater needs of its
valued clients. The Revenue from Transport Operations increased to Rs.
3784.62 Lacs in the previous year to Rs. 3587.74 Lacs in the current
year registering a slight decrease by 5.20 % due to increased cost of
oil and spare parts. The
Company has already restructured its transport activities for optimum
utilization of its fleet of commercial vehicles and is hopeful to come
out with robust results in the days to come. Your Company is confident
to increase its turnover in the current year and thus post an increased
profit.
Trading
BOSCH Division is acting as the Main Distributor for Auto Components
manufactured by "BOSCH Ltd." for the Automotive Aftermarket and
supplies such spares to Authorised Service Centers of Bosch as well as
to retail outlets and neutral garages and workshops. BOSCH is the
global leader in Automotive Components and "BOSCH" brand products come
as OE fitments in all ranges of vehicles worldwide. With newer models
of vehicles being introduced in the market every year, the business has
very good potential in future. The Revenue from trading Operations of
automotive parts of "BOSCH" increased to Rs. 1267.12 Lacs in comparison
to Rs. 1011.06 Lacs in the previous year registering a robust increase
of 25.32%.
Mahindra & Mahindra Division is acting as the Super Distributor for
Auto Components & Farm Equipment manufactured by "Mahindra & Mahindra
Ltd.," for the Automotive Aftermarket. With newer models of vehicles
being introduced in the market every year, the business has very good
potential in future. The Revenue from trading Operations of automotive
parts of "Mahindra & Mahindra Ltd" decreased to Rs. 908.88 Lacs in
comparison to Rs. 643.15 Lacs in the previous year registering a highly
increase of 41.32% mainly due to good potential current scenario.
Your Company has also received order for bulk supply of coal/coke. The
supply of the same has already taken place.
Bricks Division
Your Company has facilities to manufacture Refractories Bricks of
various sizes and qualities to cater the need of Steel Plants and Glass
Plants.
The companys manufacturing facility is located in Kadi, Gujarat. The
plant is modern and is supported by a team of qualified professionals.
The plants existing Installed Capacity is 4,800 Metric tons per annum.
The company produces complete range of Refractories including:
- Fireclay in Medium & High heat duty in all Shapes and sizes with
Alumina contents from 30 to 45%
- High Grog & High Alumina Refractories with Alumina contents from 45%
to 99% for various applications in Steel plants, Cement kilns, Glass
furnaces, Sponge Iron, Aluminum, Non-Ferrous and Petrochemical
Industries.
- Sillimanite & Andalusite bricks and blocks for Glass plants.
- Basic bricks including Magnesite, Magnesia Carbon, Magnesite Chrome,
Chrome Magnesite, Alumina Chrome, Alumina Magnesia Carbon, Direct
bonded Mag chrome etc
- Mortars for Power Plants & Chemical Industry
- Insulation bricks in conventional and special light weight bricks
- Various grades of mortars, ramming masses, gunning mixes and full
range of Castables
Within a short span of its commencement of manufacturing of
Refractories Bricks, The Division has long list of satisfied customers.
The Revenue from Operations of the division increased to Rs. 547.10
Lacs in comparison to Rs. 369.31 Lacs in the previous year registering
a robust increase of 48%. During the year under review the Company has
not exported bricks.
Wind Energy Generation:
Your company has been promoting Green Power through Wind Energy. We
totally have commissioned capacity of 2.365 MW.
Your company has successfully registered the VER project with APX
Registry. Your company has also sold the first VERs to First Climate,
Germany. Next issuance is being planned in the next financial year i.e.
2011-2012 to get some volume.
Monsoon was not good but due to north east monsoon and some extended
monsoon would give some better generation. Wind Energy division had
streamlined the process and had made efforts to put the machines
running so that they have better Plant Load Factor (PLF).
We continue to face the problem of realization of funds from the
government. All the power generated is being sold to the Government and
hence we need to wait for the payment which is getting delayed. This is
having serious repercussions on the payments to be made for various
term loans.
The Revenue from Operations of the division increased to Rs. 121.76
Lacs in comparison to Rs. 64.62 Lacs in the previous year registering a
robust increase of 88%.
Renting of immovable properties
Looking to the prevailing recessionary trends in reality sector, Your
Company is in the process of making investments in plots of various
sizes at the competitive prices and is in the process of developing the
plots. The income from Leave & Licence Agreement with TCS Ltd., is
giving a steady source of income.
The Revenue from Operations of the division increased to Rs. 248.14
Lacs in comparison to Rs. 223.45 Lacs in the previous year registering
a increase of 11%.
Subsidiary of the Company
The Company does not have any subsidiary Company.
Deposits:
The Company has not accepted any deposits from public to which the
provisions of Section 58 - A of the Companies Act, 1956 and rules made
there under are applicable.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The details of Conversation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo are given in the Annexure B which
forms part of the Directors Report
Particulars of Employees:
The information required under section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of the Employee) Rules, 1975
as amended to date is not attached as there are no employees who are in
receipt of remuneration in excess of prescribed limits.
Directors Responsibility Statement:
The Directors confirm:
a) that in the preparation of Annual Accounts, the applicable
Accounting Standards have been followed and that no material departures
have been made from the same.
b) that they have selected such Accounting Policies and applied them
consistently and made judgments and estimates that are responsible 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 or Loss
of the Company for that period ;
c) that they have taken proper and-sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) that they have prepared the Annual Accounts on a Going concern
basis.
Directors:
Shri Narayan Prasad Agarwal and Shri Virendra Sharma, Directors of the
Company retire by rotation and being eligible offer themselves for
re-appointment. You are requested to accord your approval to their
appointment.
During the year Shri Ram Prasad Agarwal, Director of the Company has
resigned as Chairman of the Company on 29.09.2009. However he is
continuing as Director of the Company.
None of the Directors of your Company is disqualified as per provisions
of Section 274(1) (g) of the Companies Act, 1956. The Directors of the
Company have made necessary disclosures as required under various
provisions of the Companies Act, 1956 and Clause 49 of the Listing
Agreement.
Auditors and their observations:
M/s. Jain Kedia & Sharma, Chartered Accountants, who were re-appointed
as Statutory Auditors of the Company at the 20th Annual General Meeting
held on 30.09.2009. They have vide their letter dated 10th November,
2009 conveyed their inability to continue to hold office as Statutory
Auditors of the Company . In view of the same, the Company was required
to appoint some other eligible person in terms of Section 224(6) of the
Companies Act, 1956,
The Board approached M/s. Paresh Thothawala & Co., Chartered
Accountants, for their consent to hold Office as Statutory Auditors
upto the next Annual General Meeting.
The members of the Company at their Extra-ordinary General Meeting held
on 30111 December, 2009 have unanimously appointed M/s. Paresh
Tothawala, Charterd Accountants as Statutory Auditors of the Company
until the conclusion of the next Annual General Meeting of the Company.
M/s. Paresh Thothawala & Co., Chartered Accountants, Ahmedabad,
Statutory Auditors of the Company retires at the ensuing Annual General
Meeting and are eligible for appointment. You are requested to appoint
the Auditors.
M/s. VPC & Associates, Chartered Accountants, Kolkata, Branch Auditors
of the Company retires at the ensuing Annual General Meeting and are
eligible for reappointment. You are requested to re-appoint the
Auditors.
The Auditors in their Report Dated 3rd September, 2010 have made
certain observations on the accounts for the year under review. The
physical verification of most of the assets was made during the year
under review and the fixed asset register is being updated on regular
basis. The internal audit system is being strengthened in terms of size
and operations of the company. The Company has taken trade advance
from one of the customers and the transaction not being profitable, the
part advance has been returned to the customer without interest. The
company has supplied material to three of the concerns in which some of
the directors of the company were interested. The Company is in the
process of taking remedial action in the matter. The slight delay in
payment of statutory dues has been caused on account of clerical
oversight and the company is strengthening the system to avoid any such
delays in future.
Corporate Governance Report:
The Corporate Governance & Management Discussion & Analysis (MDA)
Report forms part of the Directors Report and are set out as separate
annexure to this report. The certificate from the Statutory Auditors of
the Company certifying compliance of the conditions of the Corporate
Governance as stipulated in Clause 49 of the Listing Agreement is
annexed to the report on Corporate Governance
Acknowledgement:
The Board of Directors of the Company wishes to express its
appreciation for the co-operation received from the Financial
Institutions, Bankers and executives and staff members of the Company
and look forward to their continued support in the years to come.
For and on behalf of Board of directors of
FRONTLINE CORPORATION LIMITED
Date: 3rd September, 2010 Pawan Kumar Agarwal Narayan Prasad Agarwal
Place: Ahmedabad Managing Director Director
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