To
The Members,
Frontline Corporation Limited
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) Current Year ended on
31-03-2025 |
(Rs in Lacs) Current Year ended on
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 Hon'ble 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 Hon'ble 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 Hon'ble 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 raised u/s |
Matter of Addition |
Remarks |
Amount Rs. in Lacs |
2010 11 |
143(3) |
Demand Adjusted but interest
pending |
No appeal lying against this
demand outstanding is in the nature of interest portion only. |
2.61799/- |
2017 18 |
143 (3) |
Appeal hearing pending before
NFAC. |
Appeal hearing pending before
NFAC. Contemplating to file application under Vivaad Se Vishwaas Scheme (VSVS), 2024. |
Nil Note: No demand is shown
on IT Portal as the same is adjusted against the refund of subsequent years. |
2017 18 |
270(A) |
Penalty matter against Various
additions confirmed |
Penalty matter against
Various additions confirmed-NFAC, New Delhi-Appeal hearing pending before NFAC.
Contemplating to file application under Vivaad Se Vishwaas Scheme (VSVS), 2024. |
78.73718 (including interest
portion of Rs. 11.69811 Lacs ) |
2018 19 |
143(1)(a) |
Book Profit doubled due to
schema error- DCIT-CPC-By filing 154 application demand will be dropped |
Book Profit doubled due to
schema error-DCIT-CPC-By filing 154 application. 154 application rejected. Again
contemplating to file 154 application. |
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 Hon'ble
Calcutta High Court.
The Single Bench of Hon'ble High Court passed an order against the
Company. However, the Company filed an appeal against the said order in the Double Bench
of Hon'ble Calcutta High Court. The said Double Bench heard our grounds of appeal and
passed order in our favor.
The Bank filed a Special Leave Petition against the said order of the
Double Bench of Hon'ble Calcutta High Court in Hon'ble Supreme Court. Special
Leave Petition order was passed against the Company by setting aside the Double Bench of
Hon'ble Calcutta High Court order. Company had preferred to file Miscellaneous
Application with provisional application no. 13482 of 2023 awaiting for listing after
summer vacation.
The said miscellaneous application has been heard and Apex Court had
passed an order in favour of the Company for allowing the Civil Court to proceed the Suit
on Merit in the High Court, Kolkata and matter is pending before Honorable Court.
UCO Bank
Various Properties of the Company were offered as Collateral Securities
to UCO Bank in respect of various credit facilities availed by Fairdeal Supplies Limited,
a concern for which the Company has given its Security and Corporate Guarantee. The
Company would like to inform that Fairdeal Supplies Limited have made full payment of the
dues of UCO Bank and consequently the Security and Guarantee given by the Company has /
will be released subject to the completion of necessary formalities.
Other legal cases in the opinion of the Board are not of material
nature.
INTERNAL FINANCIAL CONTROLS:
The Company has adequate internal financial controls commensurate with
the size and nature of its business to support the preparation of the financial
statements.
INSURANCE:
The properties of the Company stand adequately insured against risks of
fire, strike, riot, earthquake, explosion and malicious damage.
DIRECTOR'S RESPONSIBILITY STATEMENT:
As required under the provisions of Section 134 of the Act, your
Directors report that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures.
(b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the PROFIT of the Company for that period.
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
(d) The Directors have prepared the annual accounts on a going concern
basis.
(e) The Directors have laid down internal financial controls as
required by Explanation to Section 134(5) (e) of the Act to be followed by the Company and
such internal financial controls are adequate and are operating effectively.
(f) The Directors have devised proper systems to ensure compliance with
the provisions of applicable laws and such systems are adequate and operating effectively.
PARTICULARS OF EMPLOYEES:
There was no employee drawing remuneration requiring disclosure under
the Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
COST RECORDS AND COST AUDIT:
The Company is not required to conduct Cost audit during the year. The
Company is not required to file Cost audit report during the year under review. The
Company is not required to maintain the Cost records.
LISTING:
The Equity Shares of the Company are listed on BSE Limited and The
Calcutta Stock Exchange. The Company is regular in payment of listing fees. The Company
has paid the listing fees for the year 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. Basis for Qualified Opinion No. |
Reply of the Board of Directors |
| Emphasis of the Matter |
|
| Regarding notices issued by lenders under
prescribed provisions of the Securitization and Reconstruction of Financial Assets and
Enforcement of Security Interest (SARFAESI) Act 2002 for non-payment of principal and
interest thereon after the due date by the company and therefore those loan accounts
became Non-Performing Assets effective from respective dates mentioned in such notice. We
are informed that the company has challenged the notices and the Bank's action to sale
these properties of the company by filing a Securitization Application in the Debts
Recovery Tribunal, Calcutta, which is pending. The lender has also filed an Original
Application in the Debts Recovery Tribunal, Calcutta, which is pending. The Company filed
a Civil Suit (CS) no.217 of 2013 in Hon'ble Kolkata High Court against Punjab & Sind
Bank in regard to Specific Performance of Agreement related to 8 Old Court House property
which Punjab & Sind Bank intended to sale. Matter stayed by the Hon'ble High Court and
The Bank preferred to file an appeal at the Supreme Court against the order of Calcutta
High Court. The order of Special Leave Petition was given against the Company by setting
aside the High Court Division Bench order. The Company had file Miscellaneous Application.
The said Miscellaneous application has been heard and Apex Court had passed an order in
favour of the Company for allowing the Civil Court to proceed the Suit on Merit in the
Hon'ble Calcutta High Court. |
Punjab & Sind Bank has earlier taken
Symbolic Possession of one of the sub leased property situated at Gandhi Nagar, Gujarat
towards recovery of the due amount. Later on the Bank has taken physical possession of the
said property vide their letter dated 21.07.2017. |
|
Since physical possession of the said
property was given by TCS Ltd., the Licensee without our permission, the matter is
contested in Gandhinagar Civil Court along with other related matters. |
|
Punjab & Sind Bank has taken physical
possession of the property situated at Kolkata offered as collateral security against
credit facilities availed by the company. |
|
However, the company has protested the
contention in case filed by the Bank in Debt Recovery Tribunal Kolkata. The matter is
under hearing. |
|
Meanwhile the Company also filed a case
against the bank against non-performance of Specific performance of contract at single
bench of Hon'ble Calcutta High Court. |
|
The Single Bench of Hon'ble High Court
passed an order against the Company. However, the Company filed an appeal against the said
order in the Double Bench of Hon'ble Calcutta High Court. The said Double Bench heard
our grounds of appeal and passed order in our favour. |
|
The Bank filed a Special Leave Petition
against the said order of the Double Bench of Hon'ble Calcutta High Court in
Hon'ble Supreme Court. Special Leave Petition order was passed against the Company by
setting aside the Double Bench of Hon'ble Calcutta High Court order. Company had
preferred to file Miscellaneous Application with provisional application no. 13482 of 2023
awaiting for listing after summer vacation. |
|
The said Miscellaneous application has been
heard and Apex Court had passed an order in favour of the Company for allowing the Civil
Court to proceed the Suit on Merit in the High Court, Kolkata and the matter is pending
before Honourable Court. |
| Non Availability of balance confirmation from
some of the suppliers and loans & Advances. |
These are the parties of the small amount and
the Company will obtain the same in future. |
| Qualified Opinion |
|
| 1 Notes to the standalone financial results,
regard Non provision of interest of Rs. 671.98 Lacs on N accounts for the year under
consideration The ex amounts of the said non provisions of interest are determined and
accounted for by the Company < to that extent Bankers loan liabilities are under sta
and profit is overstated to the extent of n provisions of interest. |
The interest provision on NPA bank accounts
lias not been accounted for due to legal di spute between the company and the lender as
Division Bench of Hon'ble Calcutta High Court issued order in favour of the company.
Being aggrieved against the said order the lender filed a Special Leave Petition against
the said order of the Division Bench of Hon'ble Calcutta High Court in Hon'ble
Supreme Court. Special Leave Petition order was passed against the Company by setting
aside the Division Bench of Hon'ble Calcutta High Court order. Company had filed
Miscellaneous Application. |
|
The said Miscellaneous application has been
heard and Apex Court had passed an order in favour of the Company for allowing the Civil
Court to proceed the Suit on Merit in the Hon'ble Calcutta High Court and towards
same the Setup of COMMISSION was allowed for Cross Examination of Plaintiff and defendant,
which is in process as per order of Hon'ble Calcutta High Court, |
| 2 Notes to the standalone financial
statements regarding taking physical and/ or symbolical possession and initiating auction
process on various assets by lenders; however, the company has received stay order against
these proceedings and matter is sub-judicial till date. The management has not performed
any impairment assessment for these assets. Accordingly, we are unable to ascertain the
appropriateness of the carrying value of these |
In reply to para 2 of qualified opinion
raised by the Statutory Auditors of the Company in their Independent Auditors' Report
it is stated that The qualified opinion raised by the Statutory Auditors of the Company in
their Independent Auditors' Report it is stated that the attachment of properties by
the lenders is a legal process and the Company is taking all legal steps to protect the
property. Further the Company is taking all steps to make the settlement of the |
| assets and consequential impact if any on the
accompanying standalone financial statements. Our audit opinion on the standalone
financial statements for the year ended 31st March, 2025 was also qualified in respect of
this matter. |
matter and the Company is actively
undertaking the settlement matter with the lenders. Further the Company is also making all
its efforts to repay the debt and to release the property. |
| Due to uncertain consequence in this matter,
we are unable to identify impact if any on standalone financial statement, our audit
opinion is qualified. |
The qualified opinion raised by the Statutory
Auditors of the Company in their Independent Auditors' Report it is stated that due
to uncertain consequence in this matter they are unable to identify impact if any on
standalone financial statement, as the matter is sub-judice the company is also unable to
quantified the impact. |
| Internal Financial Control |
|
| 1 The Company did not have internal control
system for loans and guarantees with regard to identification and assessment of credit
worthiness. Further the internal control system regarding measures adopted for recovery is
not adequate. These could potentially result in material misstatements in Company's net
worth and loans balances |
Internal Control System is being strengthen.
The Guarantees which are outstanding are given for the loans availed by the Fairdeal
Supplies Limited. |
|
Further Necessary measures are being taken by
the Company to assess the Credit worthiness. |
FRAUD AND FRAUD REPORTING:
During the year under review no fraud has occurred in the Company.
No fraud has been reported by the auditor pursuant to the Section 143
(12) of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details in respect of the conservation of energy, technology
absorption and foreign exchange earnings and outgo are more detailed in the Annexure I to
the Directors Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the year
under report were on an arm's length basis and in the ordinary course of business.
There are no materially significant related party transactions made by the Company during
the year. Related Party Transactions Policy is available on the website of the Company at
www. frontlinecorporation.org. The details of transactions with the related party is
provided in . No advance is / was paid for entering into related party transactions.
The prices paid to the related party transactions are based on the
ruling market rate at the relevant point of time. Since there are no material related
party transactions the requisite details in form AOC - 2 is not applicable.
Extract of the Annual Return
Pursuant to provision of Section 92 and 134 and other applicable
provision of the Companies Act, 2013 and of Rule 12 (1) of Companies (Management and
Administration) Rules, 2014 the extract of the annual return in form MGT 9 for the
Financial Year ended on 31st March, 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:
The details of charges which is yet to be registered with ROC are as
under:
| Sr. No. Brief description of the charges or
satisfaction |
Amount of Charge |
Period by which such charge had to be
registered |
| 1 Mahindra & Mahindra Financial Services
Ltd, 4th Floor, Dr. G M Bhosale Marg, Worli, Mumbai 400 018 |
8,00,000/- |
03/03/2023 |
| 2 Kotak Mahindra Prime Limited 27BKC, C 27, G
Block,Bandra Kurla Complex, Bandra ( East ),Mumbai, Mumbai, Maharashtra, India, 400051 |
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 Charge |
Period by which such charge had to be
registered |
| 1 GE Capital Transportation Financial
Services Limited, 04, Link Road, Jungpura Extn. New Delhi - 110 014 |
1,89,70,000/- |
27/04/2005 |
| 2 GE Capital Transportation Financial
Services Limited, 04, Link Road, Jungpura Extn. New Delhi - 110 014 |
47,00,000/- |
18/07/2005 |
| 3 GE Capital Transportation Financial
Services Limited, 04, Link Road, Jungpura Extn. New Delhi - 110 014 |
1,15,00,000/- |
25/09/2006 |
| 4 GE Capital Transportation Financial
Services Limited, 04, Link Road, Jungpura Extn. New Delhi - 110 014 |
1,15,00,000/- |
25/09/2006 |
| 5 The Jammu & Kashmir Bank. Kolkata Main
Branch , Mukherjee Road , Kolkata |
2,50,00,000/- |
10/02/2010 |
| 6 Mahindra & Mahindra Financial Services
Ltd, 4th Floor, Dr. G M Bhosale Marg, Worli, Mumbai 400 018 |
9,30,000/- |
13/01/2018 |
| 7 UCO Bank, Industrial Finance Branch,3,
Nataji Subhas Road,Kolkata, West Bengal, India, 700001 |
8,00,00,000/- |
13/07/2006 |
| 8 UCO Bank, Flagship Corporate Branch,3,
Nataji Subhas Road,Kolkata, West Bengal, India, 700001 |
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 entitled to attend the
meeting |
No. of Directors attending the meeting |
Name of the Director attending the meeting |
| 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 nonindependent 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 |
