frontline corporation ltd Directors report

To

The Members,

Frontline Corporation Limited

Your Directors have pleasure in presenting their 34^th Annual Report along with Audited Accounts for the year ended on March 31, 2023.

Financial Performance and Appropriations :	(Rs in Lacs)	(Rs in Lacs)
	Current Year ended on 31-03-2023	Current Year ended on 31-03-2022
Revenue from Operations	7667.54	7174.72
Other Income	440.25	351.00
Total Income	8107.77	7525.73
Finance Charges	10.82	28.15
Depreciation	159.47	174.91
Profit /(Loss) before Taxation	352.70	184.02
Provision for Taxes - Current	88.44	59.30
Provision for Taxes - Deferred	(6.67)	(20.24)
Profit /(Loss) for the year from continuing operations	270.93	144.96
Other comprehensive Income (Net of Tax)	3.94	(1.11)
Total Comprehensive Income	274.87	143.85

RESERVES AND SURPLUS:

The Company has transferred the whole of the Profit of Rs. 270.93 Lacs to Retained Earnings under the head Other Equity. Further Other Comprehensive Income of Rs. 3.94 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.

Disclosure under Rule 8 (5) of Companies (Accounts) Rules, 2014:

STATE OF AFFAIRS

Revenue from operations has increased from Rs. 7174.72 Lacs to Rs. 7667.54 Lacs which is approximately increase of 6.86%. The financial charges have declined from Rs. 28.15 Lacs to Rs. 10.82 Lacs which is approximately a decline of 61.5%.

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 the following objects were added to the Memorandum of Association

To carry on the business of purchase, sale, manufacture, process, import, export, buyers, sellers, traders, merchants, distribution, deal in, to act as indent or agent, commission agent, distributors, whole sellers, retailers, broker, contractor, or otherwise deal with raw and process materials, semi products and end products of Low ash Metallurgical Coke, ores, carbon, Chemicals, Coal, Coke, fly ash, major and minor minerals and precious stones, minerals, quarrying, mining and metallurgical operations, Petroleum Coke products, Calcined Petroleum Coke, Ferro Alloys, Electrodes, Petro Products and Petro Products including Ferrous and Non Ferrous Metals, alloys and scraps of all kinds & specification and other allied items and raw materials.

Other than this there is 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 Director or Key Managerial Personnel. 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. Ram Prasad Agarwala, Director of the Company (holding Director Identification Number 00060359), 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, no 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. 86.27 Lacs is outstanding as on 31^st March, 2023 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 Companys operation in future.

Further the following are the dues pending on account of dispute

Nature of Dues			Amount (Rs.)
Service Tax			22,938/-
Income Tax as below:
A.Y.	Demand raised u/s	Remarks	Amount (Rs.)
2017-18	143(3)	Various additions-NFAC, New Delhi-Appeal hearing pending before NFAC	43,77,276/-
2017-18	270A	Penalty matter against Various additions confirmed-NFAC, New Delhi-Appeal hearing pending before NFAC	1,37,84,572/-
2018-19	143(1)(a)	Book Profit doubled due to schema error-DCIT-CPC-By filing 154 application demand will be dropped	39,75,520/-
Total of Income tax			2,21,37,368/-

However during the year under review the Chief Judicial Magistrate of Alipore, Kolkata, West Bengal has compounded the offence and passed necessary order under

Frontline Corporation Limited - Details of Penalties imposed and paid in Alipore Court, Kolkata, West Bengal on 29.09.2022

Violation of Section	Pawan Kumar Agarwal	Ram Prasad Agarwala	Narayan Prasad Agarwal	Saurabh Jhunjhunwala	Suresh Kumar Verma	Total Penalties imposed by the Court
					Amount (Rs.)
629A of the Companies Act, 1956					3000	3000
217 of the Companies Act, 1956	1000	4000	4000	4000		13000
217 of the Companies Act, 1956	1000	4000	4000	4000		13000
217 of the Companies Act, 1956	1000	4000	4000	4000		13000
217 of the Companies Act, 1956	1000	4000	4000	4000		13000
217 of the Companies Act, 1956	1000	4000	4000	4000		13000
193 of the Companies Act, 1956					500	500
301 of the Companies Act, 1956					500	500
629A of the Companies Act, 1956					3000	3000
629A of the Companies Act, 1956					3000	3000
629A of the Companies Act, 1956					3000	3000
Total	5000	20000	20000	20000	13000	78000

The Company has paid necessary amount of penalty as per the Order. The Order did not have any material effect on the operations of the Company.

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 Honble Calcutta High Court.

The Single Bench of Honble High Court passed an order against the Company. However, the Company filed an appeal against the said order in the Double Bench of Honble 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 Honble Calcutta High Court in Honble Supreme Court. Special Leave Petition order was passed against the Company by setting aside the Double Bench of Honble 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 offered as Collateral Securities to UCO Bank and J&K Bank in respect of various credit facilities enjoyed by Fairdeal Supplies Ltd, an associate concern and these properties have been symbolically possessed by the UCO Bank.

Fairdeal Supplies Ltd. has made a One Time Settlement with UCO Bank and commenced repayment thereof, however due to impact of COVID-19 on its business, the repayment has been delayed and company requested to the bank for further extension of the repayment duration for balance settled amount. The bank considered the request of the Fairdeal Supplies Ltd and revalidated their proposal during the year 2021-22 and the company has started making repayment as per revised terms and conditions of the bank.

The said Company has started making repayment of the OTS since then and is making the payments in due course.

Jammu and Kashmir Bank

Fairdeal Supplies Ltd has made OTS with J&K Bank for repayment of OTS amount and has paid full and final settlement amount during the previous financial year. J & K Bank have withdrawn the legal case in the matter of SA 1316/2014 in DRT consequent upon full & final settlement of credit facilities by Fairdeal Supplies Limited to J&K Bank Limited. However, the Bank is yet to issue NO Due CERTIFICATE for filing of Form CHG 4 with MCA.

The Company has filed an appeal with Honourable High Court of Gujarat against the order passed by 2^nd Additional Senior Civil Judge, Bharuch in Special Civil Suit No. 36 of 2010. The Order passed by 2^nd Additional Senior Civil Judge, Bharuch in Special Civil Suit No. 36 of 2010 was in favor of New India Assurance Co. Limited. The amount involved in appeal is Rs. 1,32,85,384/-.

The Company has filed an appeal with Honourable High Court of Gujarat against the order passed by 2^nd Additional Senior Civil Judge, Bharuch in Special Civil Suit No. 28 of 2010. The Order passed by 2^nd Additional Senior Civil Judge, Bharuch in Special Civil Suit No. 28 of 2010 was in favor of New India Assurance Co. Limited. The amount involved in appeal is Rs. 80,02,430/-.

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.

DIRECTORS 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:

M/s. S M PANSURIYA & CO., Chartered Accountants, Ahmedabad were appointed as Statutory Auditors at the conclusion of the annual general meeting for the year 2019 for a period of five years. The Company has received a letter from S M PANSURIYA & CO., (firm Registration No. 126729W) Chartered Accountants, Ahmedabad granting consent to act as Statutory Auditors of the Company and also confirming their eligibility to act Statutory Auditors of the Company.

Pursuant to the notification of Ministry of Corporate Affairs, ratification is not required.

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 erforming Assets effective from respective dates mentioned in such notice.	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.
PWe are informed that the company has challenged the notices and the Banks action to sale these properties of the company by filing a Securitization Application in the Debts		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.
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		Punjab & Sind Bank has taken physical possession of the property situated at Kolkata offered as collateral security against credit facilities availed by the company.
Honble 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		However, the company has protested the contention in case filed by the Bank in Debt Recovery Tribunal Kolkata. The matter is under hearing.
Honble 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		Matter is before the Honourable Tribunal and still pending for hearing as interim order has been extended till further date of hearing which is 14.05.2024.
Division Bench order. The Company had preferred to file Miscellaneous with provisional application no. 13482 of 2023 in Honble Supreme Court awaiting for listing after summer vacation.		Meanwhile the Company also filed a case against the bank against non-performance of Specific performance of contract at single bench of Honble Calcutta High Court.
		The Single Bench of Honble High Court passed an order against the Company. However, the Company filed an appeal against the said order in the Double Bench of Honble 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 Honble Calcutta High Court in Honble Supreme Court. Special Leave Petition order was passed against the Company by setting aside the Double Bench of Honble Calcutta High Court order. Company had preferred to file Miscellaneous Application with provisional application no. 13482 of 2023 awaiting for listing after summer vacation.
		The said Miscellaneous application has been heard and Apex Court had passed an order in favour of the Company for allowing the Civil
	Court to proceed the Suit on Merit in the High Court, Kolkata and the matter is pending before Honourable Court.
Non Availability of balance confirmation from some of the suppliers and loans & Advances.	These are the parties of the small amount and the Company will obtain the same in future.
Qualified Opinion
1 Notes to the standalone financial results, regarding Non provision of interest of Rs. 442.26 Lacs on NPA accounts for the year under consideration The exact amounts of the said non-provisions of interest are not determined and accounted for by the Company and to that extent Bankers loan liabilities are under stated and profit is overstated to the	In reply to para a. of qualified opinion raised by the Statutory Auditors of the Company in their Independent Auditors Report it is stated that The interest provision on NPA bank accounts has not been accounted due to legal dispute between company and lender as Double Bench of Honble Calcutta High Court issued order in favour of the company.
extent of non-provisions of interest.	The lender filed a Special Leave Petition against the said order of the Double Bench of Honble Calcutta High Court in Honble Supreme Court. The matter is being sub- Judice.
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.	In reply to para b. 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.
Accordingly we are unable to ascertain the appropriateness of the carrying value of these assets and consequential impact if any on the accompanying standalone financial statements. Our audit opinion on the standalone financial statements for the year ended 31st March, 2023 was also qualified in respect of this matter.	Further the Company is taking all steps to make the settlement of the matter and the Company is actively undertaking the settlement matter with the lenders. Further the Company is also making all its efforts to repay the debt and to release the property.
3 In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended, Except Ind AS-19 on retirement benefits as provision for gratuity is not based on actuarial valuation but on other rational basis while provision for other benefits such as leave encashment has not been made, the effect of the same cannot be quantified, to that extent profit for the year and balance of Profit & Loss account is overstated	The Company is in the process of carrying out actuarial valuation. Valuer has been already appointed and the report is awaited from the Valuer. Further the Board feels that the method adopted by the Company is fair and rationale and will not have any material impact even after the report is received from actuary.

 

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.	Internal Control System is being strengthen. The Guarantees which are outstanding are given for the loans availed by the Fairdeal Supplies Limited.
These could potentially result in material misstatements in Companys net worth and loans balances	Fairdeal Supplies Limited is in the process of settling the dues with the Banks.
	Further Necessary measures are being taken by the Company to assess the Credit worthiness.

FRAUD AND FRAUD REPORTING:

Company has filed complaint on 04.10.2022 with Ellisbridge Police Station, Ahmedabad, against Mr. Arjun Singh, ex-employee of our company for the fraud of Rs. 7,67,998/- committed by him, during his employment with the Company in the past. During his employment, Mr. Arjun Singh raised incorrect invoices on the debtors resulting loss of Rs. 7,67,998/

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 arms 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 transaction 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, 2023 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, 2023 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:

A) Based on the Statutory Audit Report, we state that the following charges are not registered with the Registrar of Companies.:

Sr. No. Brief description of the charges to be Registered	Amount of Charge in Rs.
Kotak Mahindra Prime Ltd
1 7th floor, Block - C, Apeejay House, 15 Park Street, Kolkata - 700016	12,15,000/-
2 Mahindra & Mahindra Financial Services Ltd, 4th Floor, Dr. G M Bhosale Marg, Worli, Mumbai 400 018	8,00,000/-

The Company has not filed form CHG 1 in respect of the above charges.

B) Based on the Statutory Audit Report, we hereby state that the details of Charges which are yet to be satisfied is as under:

Sr. No. Brief description of the charges or satisfaction	Amount of Charge in Rs.
GE Capital Transportation Financial Services Limited,
1 04, Link Road, Jungpura Extn. New Delhi - 110 014	1,89,70,000/-
GE Capital Transportation Financial Services Limited,
2 04, Link Road, Jungpura Extn. New Delhi - 110 014	47,00,000/-
GE Capital Transportation Financial Services Limited,
3 04, Link Road, Jungpura Extn. New Delhi - 110 014	1,15,00,000/-
GE Capital Transportation Financial Services Limited,
4 04, Link Road, Jungpura Extn. New Delhi - 110 014	1,15,00,000/-
The Jammu & Kashmir Bank. Kolkata Main Branch , Mukherjee
5 Road , Kolkata	2,50,00,000/-
Mahindra & Mahindra Financial Services Ltd, 4th Floor,
6 Dr. G M Bhosale Marg, Worli, Mumbai 400 018	9,30,000/-
7 INDOSTAR CAPITAL FINANCE LIMITED	1,28,25,000/-

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 Auditors 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. Further with respect to loans / investment to and from the related parties are more detailed in note no. 35.6 of the Financial Statements.

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. The Security / Corporate Guarantee was provided under the erstwhile Companies Act, 1956 which is continuing till date.

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 1^st 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 Companys 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

(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 11 (Eleven) 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	10/04/2022	8		4	1. Mr. Virendra Sharma
					2. Mr. Dipen Dalal
					3. Mrs. Aarefa Kutub Kapasi
					4. Mrs. Dipika Pradeep Soni
2	26/04/2022	8		4	1. Mr. Pawankumar Agarwal
					2. Mr. Dipen Dalal
					3. Mrs. Aarefa Kutub Kapasi
					4. Mrs. Dipika Pradeep Soni
3	30/05/2022	8		8	1. Mr. Pawankumar Agrawal
					2. Mr. Saurabh Jhunjhunwala
					3. Mr. Ram Prasad Agrawal
					4. Mr. Narayan Prasad Agrawal
					5. Mr. Virendra Sharma
					6. Mr. Dipen Ashit Dalal
					7. Mrs. Aarefa Kutub Kapasi
					8. Mrs. Dipika Pradeep Soni
4	12/08/2022	8		8	1. Mr. Pawankumar Agrawal
					2. Mr. Saurabh Jhunjhunwala
					3. Mr. Ram Prasad Agrawal
					4. Mr. Narayan Prasad Agrawal
					5. Mr. Virendra Sharma
					6. Mr. Dipen Ashit Dalal
					7. Mrs. Aarefa Kutub Kapasi
					8. Mrs. Dipika Pradeep Soni
5	02/09/2022		8	4	1. Mr. Pawankumar Agarwal
					2. Mr. Dipen Dalal
					3. Mrs. Aarefa Kutub Kapasi
					4. Mrs. Dipika Pradeep Soni
6	14/11/2022		8	8	1. Mr. Pawankumar Agrawal
					2. Mr. Saurabh Jhunjhunwala
					3. Mr. Ram Prasad Agrawal
					4. Mr. Narayan Prasad Agrawal
					5. Mr. Virendra Sharma
					6. Mr. Dipen Ashit Dalal
					7. Mrs. Aarefa Kutub Kapasi
					8. Mrs. Dipika Pradeep Soni
7	24/11/2022		8	4	1. Mr. Saurabh Jhunjhunwala
					2. Mr. Ram Prasad Agrawal
					3. Mr. Narayan Prasad Agrawal
					4. Mr. Virendra Sharma
8	27/01/2023		8	4	1. Mr. Saurabh Jhunjhunwala
					2. Mr. Ram Prasad Agrawal
					3. Mr. Narayan Prasad Agrawal
					4. Mr. Virendra Sharma
9	14/02/2023		8	8	1. Mr. Pawankumar Agrawal
					2. Mr. Saurabh Jhunjhunwala
					3. Mr. Ram Prasad Agrawal
					4. Mr. Narayan Prasad Agrawal
					5. Mr. Virendra Sharma
					6. Mr. Dipen Ashit Dalal
					7. Mrs. Aarefa Kutub Kapasi
					8. 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 2022-23 and hence no complaint is outstanding as on 31.03.2023 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: 31st August, 2023	Chairman
	DIN: 00060359