frontier capital ltd share price Directors report

To,

The Members,

FRONTIER CAPITAL LIMITED

Your Directors are pleased to present the Thirty Ninth (39th) Annual report of your Company along with the Audited Standalone Accounts drawn for the financial year ended on March 31, 2023.

The Companys financial performance for the year under review along with previous years figures is given hereunder: FINANCIAL RESULTS:

Particulars	31-03-2023	31-03-2022
Revenue from Operations	31.23	111.11
Other Income	42.90	00.0
Total Income	74.13	111.11
Total Expenditure	49.90	27.52
Profit Before Tax	24.23	83.59
Provision for Taxation (Including Current tax, Deferred Tax & Income Tax of earlier Years)	4.18	-
Net Profit	28.41	83.59
Profit Brought Forward	28.41	83.59
Net Profit after profit attributable to minority shareholders	28.41	83.59
Item of other comprehensive income recognised directly in retained earnings - on defined benefit plan	00.0	00.0
Profit Available for Appropriation	28.41	83.59
APPROPRIATIONS:
Transfer to reserve u/s 45-IC of RBI Act, 1934	5.68	16.72
Surplus Balance carried to Balance Sheet	22.73	66.87

BUSINESS PERFORMANCE:

The Companys revenue from operations for the financial year was Rs.31.23/- Lakhs and the previous years revenue from operations of Rs.111.11 Lakhs. Net Profit (PAT) is Rs.28.41 Lakhs.

ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:

In pursuance to the provisions of Section 92(3) of the Companies Act, 2013 read with Rules made thereunder and amended time to time, the Annual Return of the Company for the Financial Year ended on March 31, 2023 is available on the website of the company i.e. www.frontiercapital.in and the web link of the same is https://www.frontiercapital.in/investors-corner

BOARD MEETINGS HELD DURING THE YEAR:

The Company had Six Board Meetings during the financial year under review:

Sr. No.	Date on Which Board Meetings were held	Total Strength of the Board	No. of Directors Present
1	31.05.2022	3	3
2	23.08.2022	4	4
3	02.12.2022	5	5
4	07.12.2022	5	5
5	14.02.2023	5	5
6	02.03.2023	5	5

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability would like to state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and loss of the Company for the year under review;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they had prepared annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were in place were adequate and operating effectively.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished as attached to this report. "Annexure - 1". The weblink for the same is www.frontiercapital.in.

AUDITORS:

Statutory Auditors:

At the 36th Annual General Meeting held on December 10, 2020, the members had appointed M/s. A. C. Bhuteria & Co., Chartered Accountants (Firm Registration No. 303105E), Kolkata as Statutory Auditors for a term of Five years beginning from the conclusion of the 36th AGM till the conclusion of the 41st Annual General Meeting of the Company to be held in the financial year 2026.

There is no qualification, reservation or adverse remark raised by Statutory Auditor in Auditors report for the year under review.

Secretarial Auditors:

In the Board Meeting held on March 02, 2023 M/s. S Bhattbhatt & Co., Practising Company Secretaries were appointed as Secretarial Auditor of the Company for the financial year 2022-23.

In pursuance to the provisions of Section 204 of the Companies Act, 2013 read with Rules framed thereunder and in compliance of Regulation 24A of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations") M/s. S Bhattbhatt & Co., Practising Company Secretaries, had conducted secretarial audit of the company for the financial year 2022-23. The Secretarial Audit Report is annexed which is forming part to this report as "Annexure - 2".

Remarks or Qualifications by Secretarial Auditors and comments from the Board.

1. The Company failed to maintain a Structured Digital Database as required by SEBI (PIT) Regulations, 2015 until December 2022, but has been in compliance since March 31, 2023. Management Reply: The Company has purchased SDD Compliance Software from the outside agency and rectified this non-compliance by the end of the fourth quarter on March 31, 2023.

2. Internal Auditor has not been appointed by the Company under section 138 of the Companies Act, 2013 for the F.Y. 2022-23; Management Reply: The Company is looking for a suitable candidature.

3. Intimation of Trading Window Closure not given to Designated Persons/Connected Persons for declaration of financial results for all the quarters during the F.Y. 2022-23; Management Reply: The Designated Person of the Company was informed via phone by an Officer, with no corresponding email communication.

4. Forms for some Board Resolutions passed during the F.Y. 2022-23 have not been filed with the ROC; Management Reply: Due to technical issues with the Ministry of Corporate Affairs website, certain forms are pending for filing during the review period; however, it will be filed shortly with additional penalty.

5. Newspaper Publication with respect to intimation of Board Meeting and financial results are not as per Regulation 47 of SEBI (LODR) Regulations, 2015; Management Reply: Due to financial constraints, the company has opted for a cost-cutting approach and decided not to publish the results in newspapers. However, the results can be accessed on the Stock Exchange and companys website.

6. Disclosure under Regulation 74(5) of SEBI (Depositories Participant) Regulation, 2018 for the quarter ended June, 2022 and September 2022 has not been submitted; Management Reply: The non-submission of the Compliance Certificate pursuant to Regulation 74 (5) to BSE is attributed to the non-issuance of the Certificate by the RTA. This delay in obtaining the necessary Certificate from the RTA has resulted in the Companys inability to meet the regulatory requirement of submitting the Compliance Certificate within the prescribed timeframe.

7. The Company has filed Annual Secretarial Compliance Report as per regulation 24A of SEBI (LODR) Regulations, 2015 with Stock Exchange with delay of 3 Days from the statutory time period. Management Reply: Due to Non Availability of Qualified Staff the report was submitted with 3 days delay.

8. The Company has submitted the PDF and XBRL utility of the Standalone Financial Results for the Quarter and year to date, ended March 31, 2022, June 30, 2022, September 30, 2022, and December 31, 2022, with delays of 1, 2, 36, and 16 days, respectively. Management Reply: Regrettably, the company faced challenges in finalizing the results due to the unavailability of certain financial data. As a result, there was a delay in filing the results with the stock exchange.

9. The company had made delay in submission of trading window closure letter for the quarter ended Dec 31, 2022. Management Reply: Due to Non Availability of Qualified Staff the report was submitted with 3 days delay.

10. It has been observed that the Company has maintained a functional website in accordance with the requirements of Regulation 46 of SEBI (LODR) Regulations, 2015. However, it should be noted that there are some pending documents that require updating on the website to ensure the availability of the latest information. Management Reply: The Company has created a new website under a new domain, but requires additional time to ensure compliance with Regulation 46. It intends to update the website and provide a compliance report in the quarterly report to the stock exchange.

11. In respect of filing of Annual Report under regulation 34 of SEBI (LODR) Regulations, 2015 for Financial Year 202122, the company fails to file the same with BSE Ltd within the time limit. Management Reply: Due to Non Availability of Qualified Staff the report was submitted with 3 days delay.

12. The Company has failed to Complied with Regulation 17(1) for the Quarter ended June 2022 and Sept 2022. Management Reply: The Company has taken the necessary steps in compliance with the said Regulations, and as a result, the company is in compliance with the composition requirements.

13. The Company has failed to Complied with Regulation 18(1) for the Quarter ended June 2022 and Sept 2022. Management Reply: The Company has taken the necessary steps in compliance with the said Regulations, and as a result, the company is in compliance with the composition requirements.

14. The Company has failed to Complied with Regulation 19(1) for the Quarter ended June 2022 and Sept 2022. Management Reply: The Company has taken the necessary steps in compliance with the said Regulations, and as a result, the company is in compliance with the composition requirements.

15. The company delayed in submission of the statement on shareholder complaints under Regulation 13(3) SEBI (LODR) Regulations 2015 for the Quarter ended December 2022. Management Reply: Due to Non Availability of Qualified Staff the report was submitted with 3 days delay.

16. The company delayed in submission of the Corporate Governance Report under Regulations 27(2) SEBI (LODR) Regulations 2015 for the Quarter ended December 2022. Management Reply: Due to Non Availability of Qualified Staff the report was submitted with 3 days delay.

17. The company delayed in submission of the shareholding pattern under Regulations 31 of SEBI (LODR) Regulations 2015 for the Quarter ended December 2022. Management Reply: Due to Non Availability of Qualified Staff the report was submitted with 3 days delay.

18. The company delayed in furnishing prior intimation under Regulations 29 (2) and (3) of SEBI (LODR) Regulations 2015 about the meeting of the board of directors. Management Reply: Due to Non Availability of Qualified Staff the report was submitted with 3 days delay.

19. Due to non-availability of documents/details related to transfer of unclaimed final dividend declared in 31st and 32nd AGM held on 25th September, 2015 and 29th September, 2016 along with its shares to IEPF Authority, we are not able to comment on status relevant compliances of the same. Management Reply: The non-availability of documents and details attributed to the relocation of our registered office, which led to the misplacement of certain crucial information. We are actively engaged in locating and retrieving the necessary documentation to ensure compliance with the relevant regulations.

20. The Intimation of appointment of Mr. Sachin Khanolkar and Mrs. Sonali Sasane has given to the Reserve Bank of India. However supportive documents including Annexure -III, Bankers Report and Declaration of Directorship were not filed. Management Reply: The Company informed to Reserve Bank of India regarding the appointment of director of Mr. Sachin Khanolkar and requested to RBI officer to provide check for submission of documents. However no reply was received from the Office of RBI.

FRAUDS REPORTED BY THE AUDITOR:

During the year under review, no frauds have been reported by the Auditor (Statutory Auditor, Secretarial Auditor) to the Audit Committee / Board, under Section 143(12) of the Companies Act, 2013.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

The Company has received declarations from Mr. Sachin Khanolkar and Mr. Ashok katra, Independent Directors of the Company that they meet with the criteria of independence as prescribed under Subsection (6) of Section 149 of the Companies Act, 2013 read with Rule 6 (1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and Regulation 16 & 25 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations).

All Independent Directors of your Company are registered with Indian Institute of Corporate Affairs as per the requirement of Section 149 of the Companies Act, 2013 and rules framed thereunder.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, paid to them for the purpose of attending meetings of the Board / Committee of the Company.

MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT, 2013:

The Nomination & Remuneration Committee consists of three Independent Directors. The powers and function of the Nomination and Remuneration Committee is stated in the Nomination and Remuneration Committee Charter of Frontier Capital Limited. The Remuneration policy is available at the Web link: https://www.frontiercapital.in/ investors-corner.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. As the Company being a NBFC registered with RBI the restrictions contained in the said provisions are not applicable to the Company.

PARTICULARS CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188:

All Contracts / Arrangements / Transactions executed by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. The Audit Committee reviews all Related Party Transaction on quarterly basis. Particulars of such related party transactions described in Form AOC-2 as required under Section 134 (3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules 2014, which is annexed herewith as "Annexure - 3".

AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES:

During the year under review Rs.5.68/- Lakhs transferred to statutory reserve under Section 45 IC of RBI Act, 1934.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company during the period under review to the date of this Report. There has been no change in the nature of business of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy and Technology Absorption:

Since the Company is operating in service sector, the provisions of Section 134(3)(m) of the Companies Act, 2013 regarding conservation of energy and Technology Absorption are not applicable.

Foreign Exchange earnings and outgo

The Company has no Foreign Exchange earnings and outgo.

RISK MANAGEMENT:

The Company has constituted a Risk Management Policy which has been entrusted with responsibility to Board in overseeing the Companys Risk Management process and controls, risk tolerance and capital liquidity and funding and also setting the strategic plans and objections for the risk management and review of risk management of the company and also review the companys risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk and reputational risk, as well as guidelines, policies and processes for monitoring and mitigating such risks.

The Board takes responsibility for the overall process of the risk management in the organization. The business risk is managed through cross functional involvement and communication across businesses.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company. Therefore, the Company has not developed and implemented any policy on Corporate Social Responsibility initiatives.

FORMAL EVALUATION OF THE PERFORMACE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of 134(3)(p) the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually including Independent Directors as well as the evaluation of the working of its Committees. The evaluation was carried on the basis of structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, level of engagement and participation, Board culture, execution and performance of specific duties, obligations and governance. The Board has expressed their satisfaction with the evaluation process.

In pursuant to Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the evaluation of Independent Directors were done by the entire board of directors which includes -

(a) Performance of the directors; and

(b) Fulfilment of the independence criteria as specified in the regulations and their independence from the management.

Criteria adopted for evaluation:

The Board shall evaluate the roles, functions, duties of Independent Directors (IDs) of the Company. Each ID shall be evaluated by all other directors not by the Director being evaluated. The board shall also review the manner in which IDs follow guidelines of professional conduct. Further, in a separate meeting of Independent Directors, performance of nonindependent directors, the Board as whole and the Chairman of the Company was evaluated.

(i) Performance review of all the Non-Independent Directors of the company on the basis of the activities undertaken by them, expectation of board and level of participation;

(ii) Performance review of the Chairman of the Company in terms of level of competence of chairman in steering the company;

(iii) The review and assessment of the flow of information by the Company to the board and manner in which the deliberations take place, the manner of placing the agenda and the contents therein;

(iv) The review of the performance of the directors individually, its own performance as well as evaluation of working of its committees shall be carried out by the board;

(v) On the basis of performance evaluation, it shall be determined by the Nomination and Remuneration Committee and the Board whether to extend or continue the term of appointment of ID subject to all other applicable compliances.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company has no subsidiaries, Joint Venture or associate company during the period under review within the meaning of Section 2(6) of the Companies Act, 2013.

The Company continues to be subsidiary of Inimitable Capital Finance Private Limited.

PARTICULARS OF EMPLOYEES:

The information required under section on 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned as per "Annexure -4".

THE CHANGE IN NATURE OF BUSINESS:

The Company continues to carry out the same activities and during the period under review there is no change in the nature of business.

DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY THE MANAGING DIRECTOR / WHOLE-TIME DIRECTOR FROM A COMPANY:

The Company has not paid any commission to the Managing Director / Whole-Time Director against any services during the period under review.

PUBLIC DEPOSITS:

The Company is Non - deposit taking Non-Banking Financial Company registered with Reserve Bank of India and is prohibited from accepting public deposits and therefore the Company has not accepted any deposits from public during the year under review and there was no public deposit outstanding as on March 31, 2023.

CAPITAL STRUCTURE:

During the year under review there was no change in the capital structure of the Company.

STATUTORY COMPLIANCE:

The Company has complied with Ind AS as prescribed under section 133 of the Companies Act, 2013. The Company has also complied with the directions issued by RBI from time to time.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

MATERIAL ORDER PASSED BY REGULATORS / COURTS / TRIBUNALS:

There was no material order passed by Regulators / Courts / Tribunals during the year under review impacting the going concern status and companys operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

Internal Financial Control remains an important component to foster confidence in a companys financial reporting, and ultimately, streamlining the process to adopt best practices. In pursuance to provisions of Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 your Company has in place adequate internal controls with reference to financial statements and are operating effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of Business.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Mayur Doshi is entitled to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered himself for re-appointment.

New Independent Director

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rules of the Companies Act 2013, Mr. Deepak Khandelwal appointed as a Company Secretary and Compliance Officer with effect from 30th April, 2023.

REPORTS ON MANAGEMENT DISCUSSION ANALYSIS AND CORPORATE GOVERNANCE:

As required under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report and Corporate Governance Report are forming part to this Report annexed as Annexure - 5" and "Annexure - 6".

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company is committed for creating and maintaining a secure work environment where its employees can work in an atmosphere free of harassment, exploitation and intimidation. To foster a positive workplace environment, free from harassment of any nature to empower women and protect them against sexual harassment, and as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

We have also constituted a Special Complaints Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no incidences of sexual harassment reported.

DISCLOSURES PURSUANT TO RBI MASTER DIRECTION:

Pursuant to additional disclosure requirements as per RBI Circular No. RBI/2022-23/26 DOR.ACC.REC.No.20/21.04.018/2022-23, is disclosed in the note no. 42 read with 43 of financial statements.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express their heartfelt gratitude to the Reserve Bank of India and other regulatory authorities for their invaluable guidance and cooperation. Their support has been instrumental in enabling the Company to operate effectively within the regulatory framework. The Board also extends its sincere appreciation to all individuals who have placed their trust in the Company and its management. It is with deep gratitude that we acknowledge the loyalty and confidence of over one million customers across all the areas where we operate, as they have provided us with the opportunity to serve them.

For and on behalf of the Board of Directors of
FRONTIER CAPITAL LIMITED
Sd/-	Sd/-
Hemendranath Choudhary	Mayur Doshi
Director	Director
DIN:06641774	DIN:08351413